EX-99.B9-mbssa
SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT, made as of the 1ST day of November, 1992, by and between
UNITED MUNICIPAL BOND FUND, INC., and Xxxxxxx & Xxxx Services Company (the
"Agent"), as amended and restated as of April 1, 1996,
W I T N E S S E T H :
WHEREAS, The Company wishes, as applicable, to appoint the Agent or to
continue the appointment of the Agent to be its shareholder servicing agent
upon, and subject to, the terms and provisions of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. Appointment of Agent as Shareholder Servicing Agent for the Company;
Acceptance.
(1) The Company hereby appoints the Agent to act as Shareholder
Servicing Agent for the Company upon, and subject to, the terms and
provisions of this Agreement.
(2) The Agent hereby accepts the appointment as Shareholder
Servicing Agent for the Company and agrees to act as such upon, and
subject to, the terms and provisions of this Agreement.
(3) The Agent may appoint an entity or entities approved by the
Company in writing to perform any portion of Agent's duties hereunder (the
"Subagent").
2. Definitions.
(1) In this Agreement -
(a) The term the "Act" means the Investment Company Act of
1940 as amended from time to time;
(b) The term "account" means the shares of the Company
registered on the books of the Company in the name of a shareholder
under a particular account registration number and includes shares
subject to instructions by the shareholder with respect to periodic
redemptions and/or reinvestment in additional shares of any
dividends payable on said shares;
(c) The term "affiliate" of a person shall mean a person
controlling, controlled by, or under common control with that
person;
(d) The term "Class" shall mean each separate sub-class of a
class of shares of the Company, as may now or in the future exist;
(e) The term "Fund" shall mean each separate class of shares
of the Company, as may now or in the future exist;
(f) The term "officers' instruction" means an instruction
given on behalf of the Company to the Agent and signed on behalf of
the Company by any one or more persons authorized to do so by the
Company's Board of Directors;
(g) The term "prospectus" means the prospectus and Statement
of Additional Information of the applicable Fund or Class from time
to time in effect;
(h) The term "shares" means shares including fractional shares
of capital stock of the Company, whether or not such shares are
evidenced by an outstanding stock certificate issued by the Company;
(i) The term "shareholder" shall mean the owner of record of
shares of the Company;
(j) The term "stock certificate" means a certificate
representing shares in the form then currently in use by the
Company.
3. Duties of the Agent.
The Agent shall perform such duties as shall be set forth in this
paragraph 3 and in accordance with the practice stated in Exhibit A of this
Agreement or any amendment thereof, any or all of which duties may be delegated
to or performed by one or more Subagents pursuant to Paragraph (3) above.
(1) Transfers.
Subject to the provisions of this Agreement the Agent hereby agrees
to perform the following functions as transfer agent for the Company:
(a) Recording the ownership, transfer, exchange and
cancellation of ownership of shares of the Company on the books of
the Company;
(b) Causing the issuance, transfer, exchange and cancellation
of stock certificates;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or
otherwise delivered to shareholders payment checks and notices of
reinvestment in additional shares of dividends, stock dividends or
stock
splits declared by the Company on shares and of redemption
proceeds due by the Company on redemption of shares;
(e) Furnishing to shareholders such information as may be
reasonably required by the Company, including appropriate income tax
information;
(f) Addressing and mailing to shareholders prospectuses,
annual and semi-annual reports and proxy materials for shareholder
meetings prepared by or on behalf of the Company;
(g) Replacing allegedly lost, stolen or destroyed stock
certificates in accordance with and subject to procedures and
conditions agreed upon and set out in officers' instructions;
(h) Maintaining such books and records relating to
transactions effected by the Agent pursuant to this Agreement as are
required by the Act, or by rules or regulations thereunder, or by
any other applicable provisions of law, to be maintained by the
Company or its transfer agent with respect to such transactions;
preserving, or causing to be preserved, any such books and records
for such periods as may be required by any such law, rule or
regulation; furnishing the Company such information as to such
transactions and at such time as may be reasonably required by it to
comply with applicable laws and regulations;
(i) Providing such services and carrying out such
responsibilities on behalf of the Company, or imposed on the Agent
as the Company's transfer agent, not otherwise expressly provided
for in this Paragraph 3, as may be required by or be reasonably
necessary to comply with any statute, act, governmental rule,
regulation or directive or court order, including, without
limitation, the requirements imposed by the Tax Equity and Fiscal
Responsibility Act of 1982 and the Income and Dividend Tax
Compliance Act of 1983 relating to the withholding of tax from
distributions to shareholders.
(2) Correspondence.
The Agent agrees to deal with and answer all correspondence from or
on behalf of shareholders relating to its functions under this Agreement.
4. Compensation of the Agent.
The Company agrees to pay the Agent for its services under this Agreement
in accordance with the schedule as then in effect set forth in Exhibit B of this
Agreement or any amendment thereof. In addition, the Company agrees to reimburse
the Agent for the following "out-of-pocket" expenses of the Agent within five
days after receipt of an itemized statement of such expenses, to the extent that
payment of such expenses has not been or is not to be made directly by the
Company: (i) costs of
stationery, appropriate forms, envelopes, checks, postage, printing (except cost
of printing prospectuses, annual and semi-annual reports and proxy materials)
and mailing charges, including returned mail and proxies, incurred by the Agent
with respect to materials and communications sent to shareholders in carrying
out its duties to the Company under this Agreement; (ii) long distance telephone
costs incurred by the Agent for telephone communications and microfilm and
storage costs for transfer agency records and documents; (iii) costs of all
ancillary and supporting services and related expenses (other than insurance
premiums) reasonably required by and provided to the Agent, other than by its
employees or employees of an affiliate, with respect to functions of the Company
being performed by it in its capacity as Agent hereunder, including legal advice
and representation in litigation to the extent that such payments are permitted
under Paragraph 7 of this Agreement and charges to Agent made by any Subagent;
(iv) costs for special reports or information furnished on request pursuant to
this Agreement and not specifically required by the Agent by Paragraph 3 of this
Agreement; and (v) reasonable costs and expenses incurred by the Agent in
connection with the duties of the Agent described in Paragraph (3)(1)(i). In
addition, the Company agrees to promptly pay over to the Agent any fees or
payment of charges it may receive from a shareholder for services furnished to
the shareholder by the Agent.
Services and operations incident to the sale and distribution of the
Company's shares, including sales communications, confirmations of investments
(not including reinvestment of dividends) and the clearing or collection of
payments will not be for the account or at the expense of the Company under this
Agreement.
5. Right of Company to Inspect Records, etc.
The Company will have the right under this Agreement to perform on site
inspection of records and accounts and to perform audits directly pertaining to
the Company shareholder accounts serviced by the Agent hereunder at the Agent's
or any Subagent's facilities in accordance with reasonable procedures at the
frequency necessary to assure proper administration of the Agreement. The Agent
will cooperate with the Company's auditors or representatives of appropriate
regulatory agencies and furnish all reasonably requested records and data.
6. Insurance.
The Agent now has the insurance coverage described in Exhibit C, attached
hereto, and the Agent will not take any action to eliminate or decrease such
coverage during the term of this Agreement without receiving the approval of the
Fund in advance of any change, except the Agent, after giving reasonable notice
to the Company, may eliminate or decrease any coverage if the premiums for such
coverage are substantially increased.
7. Standard of Care; Indemnification.
The Agent will at all times exercise due diligence and good faith in
performing its duties hereunder. The Agent will make every reasonable effort and
take all reasonably available measures to assure the adequacy of its personnel
and facilities as well as the accurate performance of all services to be
performed by it hereunder within, at a minimum, the time requirements of any
applicable statutes, rules or regulations or as set forth in the prospectus.
The Agent shall not be responsible for, and the Company agrees to
indemnify the Agent for any losses, damages or expenses (including reasonable
counsel fees and expenses) (i) resulting from any claim, demand, action or suit
not resulting from the Agent's failure to exercise good faith or due diligence
and arising out of or in connection with the Agent's duties on behalf of the
Company hereunder; (ii) for any delay, error or omission by reason of
circumstances beyond its control, including acts of civil or military authority,
national emergencies, labor difficulties (except with respect to the Agent's
employees), fire, mechanical breakdown beyond its control, flood or catastrophe,
acts of God, insurrection, war, riots, or failure beyond its control of
transportation, communication or power supply; or (iii) for any action taken or
omitted to be taken by the Agent in good faith in reliance on (a) the
authenticity of any instrument or communication reasonably believed by it to be
genuine and to have been properly made and signed or endorsed by an appropriate
person, (b) the accuracy of any records or information provided to it by the
Company, (c) any authorization or instruction contained in any officers'
instruction, or (d) with respect to the functions performed for the Company
listed under Paragraph 3(1) of this Agreement, any advice of counsel approved by
the Company who may be internally employed counsel or outside counsel, in either
case for the Company and/or the Agent.
In order for the rights to indemnification to apply, it is understood that
if in any case the Company may be asked to indemnify or hold the Agent harmless,
the Company shall be advised of all pertinent facts concerning the situation in
question, and it is further understood that the Agent will use reasonable care
to identify and notify the Company promptly concerning any situation which
presents or appears likely to present a claim for indemnification against the
Company. The Company shall have the option to defend the Agent against any claim
which may be the subject of this indemnification and, in the event that the
Company so elects, it will so notify the Agent and thereupon the Company shall
take over complete defense of the claim and the Agent shall sustain no further
legal or other expenses in such situation for which the Agent shall seek
indemnification under this paragraph. The Agent will in no case confess any
claim or make any compromise in any case in which the Company will be asked to
indemnify the Agent except with the Company's prior written consent.
8. Term of the Agreement; Taking Effect; Amendments.
This Agreement shall become effective at the start of business on the date
hereof and shall continue, unless terminated as hereinafter provided, for a
period of one year and from year to year thereafter, provided that such
continuance shall be specifically approved as provided below.
This Agreement shall go into effect, or may be continued, or may be
amended or a new agreement between the Company and the Agent covering the
substance of this Agreement may be entered into only if the terms of this
Agreement, such continuance, the terms of such amendment or the terms of such
new agreement have been approved by the Board of Directors of the Company,
including the vote of a majority of the directors who are not "interested
persons," as defined in the Act, of either party to this Agreement or of Xxxxxxx
& Xxxx Investment Management Company, cast in person at a meeting called for the
purpose of voting on such approval. Such a vote is hereinafter referred to as a
"disinterested director vote."
Any disinterested director vote shall include a determination that (i) the
Agreement, amendment, new agreement or continuance in question is in the best
interests of the Company and its shareholders; (ii) the services to be performed
under the Agreement, the Agreement as amended, new agreement or agreement to be
continued, are services required for the operation of the Company; (iii) the
Agent can provide services the nature and quality of which are at least equal to
those provided by others offering the same or similar services; and (iv) the
fees for such services are fair and reasonable in the light of the usual and
customary charges made by others for services of the same nature and quality.
9. Termination.
(1) This Agreement may be terminated by the Agent at any time
without penalty upon giving the Company 120 days' written notice (which
notice may be waived by the Company) and may be terminated by the Company
at any time without penalty upon giving the Agent sixty (60) days' written
notice (which notice may be waived by the Agent), provided that such
termination by the Company shall be directed or approved by the vote of a
majority of the Board of Directors of the Company in office at the time or
by the vote of the holders of a majority (as defined in or under the Act)
of the outstanding shares of the Company.
(2) On termination, the Agent will deliver to the Company or its
designee all files, documents and records of the Company used, kept or
maintained by the Agent in the performance of its services hereunder,
including such of the Company's records in machine readable form as may be
maintained by the Agent, as well as such summary and/or control data
relating thereto used by or available to the Agent.
(3) In the event of any termination which involves the appointment
of a new shareholder servicing agent, including the Company's acting as
such on its own behalf, the Company shall have the non-exclusive
right to the use of the data processing programs used by the Agent in
connection with the performance of its duties under this Agreement without
charge.
(4) In addition, on such termination or in preparation therefore, at
the request of the Company and at the Company's expense the Agent shall
provide to the extent that its capabilities then permit such
documentation, personnel and equipment as may be reasonably necessary in
order for a new agent or the Company to fully assume and commence to
perform the agency functions described in this Agreement with a minimum
disruption to the Company's activities.
10. Construction; Governing Law.
The headings used in this Agreement are for convenience only and shall not
be deemed to constitute a part hereof. Whenever the context requires, words
denoting singular shall be read to include the plural. This Agreement and the
rights and obligations of the parties hereunder, shall be construed and
interpreted in accordance with the laws of the State of Kansas, except to the
extent that the laws of the State of Maryland apply with respect to share
transactions.
11. Representations and Warranties of Agent.
Agent represents and warrants that it is a corporation duly organized and
existing and in good standing under the laws of the State of Missouri, that it
is duly qualified to carry on its business in the State of Kansas and wherever
its duties require, that it has the power and authority under laws and by its
Articles of Incorporation and Bylaws to enter into this Shareholder Servicing
Agreement and to perform the services contemplated by this Agreement.
12. Entire Agreement.
This Agreement and the Exhibits annexed hereto constitutes the entire and
complete agreement between the parties hereto relating to the subject matter
hereof, supersedes and merges all prior discussions between the parties hereto,
and may not be modified or amended orally.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
duly executed on the day and year first above written.
UNITED MUNICIPAL BOND FUND, INC.
By:
---------------------------------
Xxxxxx X. Xxxxxx, Vice President
ATTEST:
By:
-----------------------------------
Xxxxxx Xxxxxxx, Assistant Secretary
XXXXXXX & XXXX SERVICES COMPANY
By:
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Xxxxxx X. Xxxxxxx, President
ATTEST:
By:
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Xxxxxx X. Xxxxxx, Secretary
EXHIBIT A
A. DUTIES IN SHARE TRANSFERS AND REGISTRATION
1. The Agent in carrying out its duties shall follow general commercial
practices and the Rules of the Stock Transfer Association, Inc. except as they
may conflict or be inconsistent with the specific provisions of the Company's
Articles of Incorporation and Bylaws, prospectus, applicable Federal and state
laws and regulations and this Agreement.
2. The Agent shall not require that the signature of the appropriate
person be guaranteed, witnessed or verified in order to effect a redemption,
transfer, exchange or change of address except as may from time to time be
directed by the Company as set forth in an officers' instruction. In the event a
signature guarantee is required by the Company, the Agent shall not inquire as
to the genuineness of the guarantee.
3. The Agent shall not replace a lost, stolen or misplaced stock
certificate without requiring and being furnished with an open penalty surety
bond protecting the Company and the Agent against loss.
B. The practices, procedures and requirements specified in A above may be
modified, altered, varied or supplemented as from time to time may be mutually
agreed upon by the Company and the Agent and evidenced on behalf of the Company
by an officers' instruction. Any such change shall not be deemed to be an
amendment to the Agreement within the meaning of Paragraph 8 of the Agreement.
EXHIBIT B
COMPENSATION
Class A Shares
An amount payable on the first day of each month of $1.3125 for each account of
the Company which was in existence during any portion of the immediately
preceding month and, in addition, to pay to the Agent the sum of $0.30 for each
account for which, during such month, a record date was established for payment
of a dividend, in cash or otherwise (which term includes a distribution),
irrespective of whether such dividend was payable in that month or later or was
payable directly or was to be reinvested.
Class Y Shares
An amount payable on the first day of each month equal to 1/12 of .15 of 1% of
the average daily net assets of the Class for the preceding month.
EXHIBIT C
Bond or
Name of Bond Policy No. Insurer
------------ ---------- -------
Investment Company 87015198B ICI
Blanket Bond Form Mutual
Insurance
Company
Fidelity $20,400,000
Audit Expense 50,000
On Premises 20,400,000
In Transit 20,400,000
Forgery or Alteration 20,400,000
Securities 20,400,000
Counterfeit Currency 20,400,000
Uncollectible Items of
Deposit 25,000
Phone-Initiated Transactions 500,000
Total Limit 20,400,000
Directors and Officers/ 87015198D ICI
Errors and Omissions Liability Mutual
Insurance Form Insurance
Total Limit $ 5,000,000 Company
Blanket Lost Instrument Bond (Mail Loss) 30S100639551 Aetna
Life &
casualty
Blanket Undertaking Lost Instrument
Waiver of Probate 42SUN339806 Hartford
Casualty
Insurance
