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EX-99.B9(b)
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of June 1, 1992, between HATTERAS FUNDS, INC. d/b/a
NATIONS FUND PORTFOLIOS (the "Company"), a corporation organized under the laws
of Maryland on behalf of the Investor A Shares and Investor B Shares (the
"Investor Shares") of Nations Prime, Treasury, Tax-Exempt Money Market, Equity
Income, Government Securities and International Equity Portfolios and having its
principal place of business at Bellevue Park Corporation Center, 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 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 Company and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Company as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include any person, whether
or not such person is an officer or employee of the Company, duly authorized to
give Oral Instructions or Written Instructions on behalf of the Company as
indicated in a certificate furnished to the Transfer Agent pursuant to Section
4(c) hereof as may be received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board of Directors, Board of
Trustees or, if the Company is a limited partnership, the General Partner(s) of
the Company, as the case may be.
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(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Custodian" refers to any custodian or subcustodian of securities
and other property which the Company may from time to time deposit, or cause to
be deposited or held under the name or account of such a custodian pursuant to a
Custodian Agreement.
(f) "Company" shall mean the entity executing this Agreement.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated Company Prospectus
and Statement of Additional Information, including any supplements thereto if
any, which has become effective under the Securities Act of 1933 and the 1940
Act.
(j) "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.
(k) "Written Instructions" shall mean a written communication signed by
a person reasonably believed by the Transfer Agent to be an Authorized Person
and actually received by the Transfer Agent. Written Instructions shall include
manually executed originals and authorized electronic transmissions, including
telefacsimile of a manually executed original or other process.
2. Appointment of the Transfer Agent. The Company hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Investor Shares of the Company and as shareholder servicing
agent for the Company. The Transfer Agent accepts such appointments and agrees
to perform the duties hereinafter set forth.
3. Compensation.
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(a) The Company will compensation or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the
Company as soon as practicable after the end of each calendar month which will
be detailed in accordance with Schedule A, and the Company will pay to the
Transfer Agent the amount of such invoice within fifteen (15) days after the
Company's receipt of the invoice.
In addition, the Company agrees to pay, and will be billed separately
for, reasonable 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 not less than 30 days'
prior written notice to the Company. Unspecified out-of-pocket expenses shall be
limited to those out-of-pocket expenses reasonably incurred by the Transfer
Agent in the performance of it obligations hereunder. Reimbursement by the
Company for expenses incurred by the Transfer Agent in any month shall be made
as soon as practicable but no later than 30 days after the receipt of an
itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A, a revised fee schedule executed and dated by
the parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent the
Company shall deliver or cause 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 Investor Shares of
the Company;
(b) All account applications forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Company;
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(c) A signature card bearing the signatures of any officer of the
Company or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions.
(d) A certified copy of the Articles of Incorporation, as amended;
(e) A certified copy of the By-laws of the Company, as amended;
(f) A copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Company with the name,
address and taxpayer identification number of each Shareholder, and the number
of Investor Shares of the Company held by each, certificate numbers and
denominations (if any certificates have been issued), lists of any accounts
against which stop transfer orders have been placed, together with the reasons
therefore, and the number of Investor Shares redeemed by the Company; and
(h) An opinion of counsel for the Company with respect to the validity
of the Investor Shares and the status of such Investor Shares under the
Securities Act of 1933, as amended.
5. Further Documentation. The Company will also furnish the Transfer Agent
with copies of the following documents promptly after the same shall become
available:
(a) each resolution of the Board of Directors authorizing the issuance
of Investor Shares;
(b) any registration statements filed on behalf of the Company and all
pre-effective and post-effective amendments thereto filed with the Commission;
(c) a certified copy of each amendment to the Articles of Incorporation
or the By-laws of the Company;
(d) certified copies of each resolution of the Board of Directors or
other authorization designating Authorized Persons; and
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(e) such other certificates, documents or opinions as the Transfer
Agent may reasonably request in connection with the performance of its duties
hereunder.
6. Representations of the Company. The Company represents to the Transfer
Agent that all outstanding Investor Shares are validly issued, fully paid and
non-assessable. When Investor Shares are hereafter issued in accordance with the
terms of the Company's Articles of Incorporation and its Prospectus, such
Investor Shares shall be validly issued, fully paid and non-assessable.
7. Distributions Payable in Investor Shares. In the event that the Board
of Directors of the Company shall declare a distribution payable in Investor
Shares, the Company shall deliver or cause to be delivered to the Transfer Agent
written notice of such declaration signed on behalf of the Company by an officer
thereof, upon which the Transfer Agent shall be entitled to rely for all
purposes, certifying (i) the identity of the Investor Shares involved, (ii) the
number of Investor 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 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 Investor
Shares in accordance with the terms of the Prospectus and applicable law. The
operating standards and procedures to be followed shall be determined from time
to time by agreement between the Company and the Transfer Agent and shall
initially be as described in Schedule C attached hereto. In addition, the
Company shall deliver to the Transfer Agent all notices issued by the Company
with respect to the Investor Shares in accordance with and pursuant to the
Articles of Incorporation or By-laws of the Company or as required by law and
shall perform such other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or annual meetings
of shareholders and any other notices required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall create
and maintain all records required of it pursuant to its duties hereunder and as
set forth in Schedule C in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. All
records shall be available during regular business hours for inspection and use
by the Company. Where applicable, such records shall be maintained by the
Transfer Agent for the periods and in the places required by Rule 31a-2 under
the 1940 Act.
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Upon reasonable notice by the Company, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Company, or any person retained by the Company
as may be necessary for the Company to evaluate the quality of the services
performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule C, the
Transfer Agent shall perform such other duties and functions, and shall be paid
such amounts therefor, as may from time to time be agreed upon in writing
between the Company and the Transfer Agent. The compensation for such other
duties and functions shall be reflected in a written amendment to Schedule A or
B and the duties and functions shall be reflected in a amendment to Schedule C,
both dated and signed by authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability when acting upon Written
or Oral Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from the
Company pursuant to Section 4(c). The Transfer Agent will also have no liability
when processing Share certificates which it reasonably believes to bear the
proper manual or facsimile signatures of the officers of the Company and the
proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized Person
of the company for Written Instructions and may seek advice from legal counsel
for the Company, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of counsel for the Company or for
the Transfer Agent. Written Instructions requested by the Transfer Agent will be
provided by the Company within a reasonable period of time. In addition, the
Transfer Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of the Company only if said representative is an Authorized
Person. The Company agrees that all Oral Instructions shall be followed within
one business day by confirming Written Instructions, and that the Company's
failure to so confirm shall not impair in any respect the Transfer Agent's right
to rely on Oral Instructions. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of a person
reasonably believed by the Transfer Agent to be an Authorized Person.
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(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
Investor Shares or the sufficiency of the amount to be received therefor; (ii)
the legality of the redemption of any Investor 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
Investor Shares in payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Investor 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.
13. Duty of Care and Indemnification. The Company will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses of any sort or kind (including reasonable
counsel fees and expenses) ("Losses") resulting from any claim, demand, action
or suit or other proceeding unless such Losses has been determined to have
resulted from a negligent failure to act or omission to act or bad faith of the
Transfer Agent in the performance of its duties hereunder. In addition, the
Company will indemnify the Transfer Agent against and hold it harmless from any
Losses that do not arise from a negligent failure to act or omission to act or
bad faith of the Transfer Agent in the performance of its duties hereunder and
arise from: (i) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or share certificates reasonably
believed by the Transfer Agent to be genuine and to be signed, countersigned or
executed, or orally communicated by an Authorized Person; (ii) any action taken
in accordance with written or oral advice reasonably believed by the Transfer
Agent to have been given by counsel for the Company or its own counsel; or (iii)
any action taken as a result of any error or omission in any record (including
but not limited to magnetic tapes, computer printouts, hard copies and microfilm
copies) delivered, or caused to be delivered by the Company to the Transfer
Agent in connection with this Agreement.
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In any case in which the Company may be asked to indemnify or hold the
Transfer Agent harmless, the Company shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the Company
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Company although the
failure to do so shall not prevent recovery by the Transfer Agent. The Company
shall have the option to defend the Transfer Agent against any Claim which may
be the subject of this Indemnification, and, in the event that the Company so
elects, such defense shall be conducted by counsel chosen by the Company and
satisfactory to the Transfer Agent, and thereupon the Company shall take over
complete defense of the Claim and the Transfer Agent shall sustain no further
legal or other expenses in respect of such Claim. The Transfer Agent will not
confess any Claim or make any compromise in any case in which the Company will
be asked to provide indemnification, except with the Company's prior written
consent. The obligations of the parties hereto under this Section shall survive
the termination of this Agreement.
14. Consequential Damages. In no event and under no circumstances shall
either party under this Agreement be liable to the other party for consequential
or indirect loss of profits, reputation or business or any other special damages
under any provision of this Agreement or for any act or failure to act
hereunder.
15. Term and Termination.
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(a) This Agreement shall be effective on the date first written above
and shall continue until June 1, 1993, and thereafter shall automatically
continue for successive annual periods ending on the anniversary of the date
first written above, provided that it may be terminated at any time by either
party upon 180 days prior written notice.
(b) In the event a termination notice is given by the Company, the
Company shall designate to the Transfer Agent a successor transfer agent or
transfer agents. Upon such termination and at the expense of the Company, the
Transfer Agent will deliver to such successor a certified list of shareholders
of the Company (with names and addresses), and all other relevant books,
records, correspondence and other Company records or data in the possession of
the Transfer Agent, and the Transfer Agent will cooperate with the Company and
any successor transfer agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. The parties further agree that a breach of this
provision 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.
17. Amendment. This Agreement may only be amended or modified by a written
instrument executed by both parties.
18. Subcontracting. The Company agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedule hereto; provided that the appointment of any such
Transfer Agent shall not relieve the Transfer Agent of its responsibilities
hereunder. The Transfer Agent may, in its discretion, request the approval of
any subcontractors by the Trust.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Company or the Transfer Agent,
shall be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
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To the Company:
HATTERAS FUNDS, INC.
d/b/a Nations Fund Portfolios
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
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 and assigns, provided,
however, that this Agreement shall not be assigned to any person other than a
person controlling, controlled by or under common control with the assignor
without the written consent of the other party, which consent shall not be
unreasonably withheld.
(c) Governing Law. This Agreement shall be governed exclusively by the
laws of the State of New York without reference to the choice of law provisions
thereof. Each party hereto hereby agrees that (i) the Supreme Court of New York
sitting in New York County shall have exclusive jurisdiction over any and all
disputes arising hereunder; (ii) hereby consents to the personal jurisdiction of
such court over the parties hereto, hereby waiving any defense of lack of
personal jurisdiction; and (iii) appoints the person to whom notices hereunder
are to be sent as agent for service of process.
(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.
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(e) Captions. The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. Other than internal use by the Company,
the Company shall not use the name of the Transfer Agent in any Prospectus,
Statement of Additional Information, shareholders' report, sales literature or
other material relating to the Company in a manner not approved prior thereto in
writing; provided, that the Transfer Agent need only receive notice of all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by any government agency or
applicable law or rule. Notwithstanding the foregoing, any reference to the
Transfer Agent shall include a statement to the effect that it is a wholly owned
subsidiary of First Data Corporation.
(g) Use of Company's Name. The Transfer Agent shall not use the name of
the Company or material relating to the Company on any documents or forms for
other than internal use in a manner not approved prior thereto in writing;
provided, that the Company need only receive notice of all reasonable uses of
its name which merely refer in accurate terms to the appointment of the Transfer
Agent or which are required by any government agency or applicable law or rule.
(h) Independent Contractors. The parties agree that they are independent
contractors and not partners or co-ventures.
(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.
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HATTERAS FUNDS, INC.
d/b/a NATIONS FUND PORTFOLIOS
By: /s/ A. Xxx Xxxxxx
----------------------------------
Title:
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------------
Title: Senior Vice President
Xxxxxx X. Xxxxx, Xx.
A-1
Transfer Agent Fee
Schedule A
The Company shall pay the Transfer Agent an annualized fee as set forth
herein, for each shareholder account that is open at any time during any monthly
period. Such fee shall be billed by the Transfer Agent monthly in arrears on a
prorated basis of 1/12 of the annualized fee for all accounts that are open
during such month.
In addition, on the first anniversary date of this Agreement after the
expiration of the initial term and each subsequent anniversary date, the per
account fee shall be increased by a percentage amount equal to one percent more
than the percentage increase in the then current Consumer Price Index (all urban
consumers) or its successors index.
PORTFOLIO FEE
--------- ---
Nations Prime Portfolio $ 15.00
Nations Treasury Portfolio $ 15.00
Nations Tax-Exempt Portfolio $ 15.00
Nations Government Securities Portfolio $ 12.50
Nations Equity Income Portfolio $ 10.00
B-1
Schedule B-1
OUT-OF-POCKET EXPENSES
The Company shall reimburse the Transfer Agent monthly for reasonable
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 Company
- 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 and
any expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Company
- Temporary staff, as approved by the Company
- Travel and entertainment, as approved by the Company
- Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors
- Third party audit reviews
- All conversion costs in excess of $250,00
- All System enhancements after the conversion at the rate of $95.00
per hour
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities under
this Agreement.
B-2
The Company agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition, the
Company will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Company and the Transfer
Agent mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent shall maintain
a record of the number of Investor Shares held by each holder of record which
shall include name, address, taxpayer identification and which shall indicate
whether such Investor Shares are held in certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or its agent will investigate
all inquires from shareholders of the Company relating to Shareholder accounts
and will respond to all communications from Shareholders and others relating to
its duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Company.
3. Share Certificates.
(a) At the expense of the Company, it shall supply the Transfer Agent
or its agent with an adequate supply of blank share certificates to meet the
Transfer Agent or its agent's requirements therefor. Such Share Certificates
shall be properly signed by facsimile. The Company agrees that, notwithstanding
the death, resignation, or removal of any officer of the Company whose signature
appears on such certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent or properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer Agent or its
agent, with the Company and the Transfer Agent or its agent as obligees under
the bond.
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued, the number of Investor Shares represented thereby and
the holder of record. With respect to Investor 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.
C-2
4. Mailing Communications to Shareholders; Proxy Materials. The Transfer
Agent or its agent will address and mail to Shareholders of the Company, all
reports to Shareholders, dividend and distribution notices and proxy material
for the Company's meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent or its Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Investor Shares voted at meetings.
5. Sales of Investor Shares
(a) Suspension of Sale of Investor Shares. The Transfer Agent or its
agent shall not be required to issue any Investor Shares of the Company where it
has received a Written Instruction from the Company or official notice from any
appropriate authority that the sale of the Investor Shares of the Company has
been suspended or discontinued. The existence of such Written Instruction 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.
(b) Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer Agent or its
agent will: (i) give prompt notice of such return to the Company or its
designee; (ii) place a stop transfer order against all Investor 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 Repurchase
(a) Requirements for Transfer or Repurchase of Investor Shares. The
Transfer Agent or its agent shall process all requests to transfer or redeem
Investor Shares in accordance with the transfer or repurchase procedures set
forth in the Company's Prospectus.
C-3
The Transfer Agent or its agent will transfer or repurchase Investor
Shares upon receipt of Oral or Written Instructions or otherwise pursuant to the
Prospectus and Shares 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 repurchase Investor 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 repurchase Investor
Shares until it is satisfied that the requested transfer or repurchase is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or repurchases 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
repurchase.
(b) Notice to Custodian and Company. When Investor Shares are redeemed,
the Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Company or its
designee a notification setting forth the number of Investor Shares to be
repurchased. Such repurchased shares shall be reflected on appropriate accounts
maintained by the Transfer Agent or its agent reflecting outstanding Investor
Shares of the Company and Investor Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its agent shall,
upon receipt of the moneys paid to it by the Custodian for the repurchase of
Investor 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 or its agent from the Company.
The Transfer Agent or its agent shall not process or effect any
repurchase with respect to Investor Shares of the Company after receipt by the
Transfer Agent or its agent of notification of the suspension of the
determination of the net asset value of the Company.
7. Dividends
(a) Notice to Agent and Custodian. Upon the declaration of each dividend
and each capital gains distribution by the Board of Directors of the Company
with respect to Investor Shares of the Company, the Company shall furnish or
cause to be furnished to the Transfer Agent or its agent a copy of a resolution
of the Company's Board of Directors certified by the Secretary of the Company
setting forth the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
Share to the shareholders of record as of that date, the total amount payable to
the Transfer Agent or its agent on the payment date and whether such dividend or
distribution is to be paid in Investor Shares of such class at net asset value.
C-4
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Company will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.
(b) Insufficient Funds for Payments. If the Transfer Agent or its agent
does not receive sufficient cash from the Custodian to make accurately
determined total dividend and/or distribution payments to all shareholders of
the Company as of the record date, the Transfer Agent or its agent will, upon
notifying the Company, withhold payment to all Shareholders of record as of the
record date until sufficient cash is provided to the Transfer Agent or its
agent, unless such insufficient cash is a result of the Transfer Agent's
negligence.
C-5
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall be
as follows:
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 Investor Shares
o Taxpayer Identification Number
o Balance of Investor Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Investor Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquires relating to Shareholder accounts (matters
relating to portfolio management, distribution of Investor 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 from the Agent.
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o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Investor
Shares.
o Identify redemption requests made with respect to accounts in
which Investor 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 Agent in accordance with written instructions set forth by
the Company.
o Examine and process all transfer of Investor 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.
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Company.
o Compute, prepare and mail all necessary reports to Shareholders
or various authorities as requested by the Company. Report to the
Company reinvestment plan share purchases and determination of
the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
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 Agent or its agents) and
supply daily reports when sufficient proxies have been received.
o Prepare and submit to the Company an Affidavit of Mailing.
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o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Company, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Company (material must be adaptable
to mechanical equipment of Agent or its agents).
o Receive all notices issued by the Company with respect to the
Investor Shares in accordance with and pursuant to the Article of
Incorporation and perform such other specific duties as are set
forth in the Articles of Incorporation 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.
F. DISASTER RECOVERY
o Maintain a disaster recovery plan reasonably designed to keep the
records and adequate systems available to the Trust.
