Exhibit 9(a)
THE XXXXXX SQUARE FUND
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 31st day of December,
1992, between The Xxxxxx Square Fund, a Massachusetts business trust (the
"Fund"), having its principal place of business in Wilmington, Delaware, and
Xxxxxx Square Management Corporation, a corporation organized under the laws of
the State of Delaware ("RSMC"), having its principal place of business in
Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company and
offers for public sale distinct series of shares of beneficial interest, each
corresponding to a distinct portfolio ("Portfolio");
WHEREAS, each share of a Portfolio represents an undivided interest in the
assets, subject to the liabilities, allocated to that Portfolio and each
Portfolio has a separate investment objective and policies;
WHEREAS, the Fund desires to avail itself of the services of RSMC to serve
as the Fund's transfer agent; and
WHEREAS, RSMC is willing to furnish such services to the Fund with respect
to each of the Portfolios listed in Schedule A to this Agreement on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the Fund and RSMC agree as follows:
1. APPOINTMENTS. The Fund hereby appoints RSMC as transfer agent, registrar
and dividend disbursing agent for the shares of common stock (the "Shares")
of the Fund and as servicing agent in connection with the disbursements of
dividends and distributions and as shareholders' servicing agent for the
Fund, each such appointment to take effect at the close of business on
December 31, 1992, and RSMC shall act as such and perform its obligations
thereof upon the terms and conditions hereafter set forth and in accordance
with the principles of principal and agent enunciated by the common law.
2. DOCUMENTS. The Fund has furnished RSMC with copies of the Fund's
Declaration of Trust, By-Laws, Management Agreement, Custodian Agreement,
Distribution Agreement, Accounting Services Agreement, most recent
Registration Statement on Form N-1A, current Prospectus and Statement of
Additional Information (the "SAI"), all forms relating to any plan, program
or service offered by the Fund and a certified copy of the resolution of its
Board of Trustees (the"Trustees") approving RSMC's appointment hereunder and
identifying and containing the signatures of the Fund's officers authorized
to issue Oral Instructions and to sign Written Instructions, as hereinafter
defined, on behalf of the Portfolio and to execute stock certificates
representing Shares. Subject to the provisions of Section 21 hereof, the
Fund shall furnish promptly to RSMC a copy of any amendment or supplement to
the above-listed documents. The Fund shall furnish to RSMC any additional
documents necessary for it to perform its functions hereunder.
3. DEFINITIONS.
(a) Authorized Person. As used in this Agreement, the term "Authorized
Person" means any officer of the Fund and any other person, whether or not
any such person is an officer or employee of the Fund, duly authorized by
the Trustees of the Fund to give Oral and Written Instructions on behalf of
the Portfolio and certified by the Secretary or Assistant Secretary of the
Fund or any amendment thereto as may be received by RSMC from time to time.
(b) Oral Instructions. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by RSMC from an
Authorized Person or from a person reasonably believed by RSMC to be an
Authorized Person. The Fund agrees to deliver to RSMC, at the time and in
the manner specified in Section 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(c) Written Instructions. As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand, mail, tested
telegram, cable, telex or facsimile sending device, and received by RSMC and
signed by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC..
(a) Unless otherwise provided in this Agreement, RSMC shall act only upon
Oral or Written Instructions. Although RSMC may know of the provisions of
the Declaration of Trust and By-Laws of the Fund, RSMC may assume that any
Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Declaration of Trust or By-Laws or
any vote, resolution or proceeding of the shareholders, or of the Trustees,
or of any committee thereof.
(b) RSMC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by RSMC pursuant to this Agreement.
The Fund agrees to forward to RSMC Written Instructions confirming Oral
Instructions in such manner that the Written Instructions are received by
RSMC by the close of business of the same day that such Oral Instructions
are given to RSMC. The Fund agrees that the fact that such confirming
Written Instructions are not received by RSMC shall in no way affect the
validity of the transactions or enforceability of the transactions
authorized by such Oral Instructions. The Fund agrees that RSMC shall incur
no liability to the Fund in acting upon Oral Instructions given to RSMC
hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary Written
Instructions, RSMC is authorized to take the following actions:
(a) Issuance of Shares. Upon receipt of a purchase order from the
Distributor, as defined in the Distribution Agreement between the Fund and
Xxxxxx Square Distributors, Inc. or a prospective shareholder for the
purchase of Shares and sufficient information to enable RSMC to establish a
shareholder account or to issue Shares to an existing shareholder account,
and after confirmation of receipt or crediting of Federal funds for such
order from RSMC's designated bank, RSMC shall issue and credit the account
of the investor or other record holder with Shares in the manner described
in the Prospectus. RSMC shall deposit all checks received from prospective
shareholders into an account on behalf of the Fund, and shall promptly
2
transfer all Federal funds received from such checks to the Custodian, as
defined in the Custodian Agreement between the Fund and Wilmington Trust
Company. (References herein to "Custodian" shall also be construed to refer
to a "Sub-Custodian" if such appointment has been made.) If so directed by
the Distributor, the confirmation supplied to the shareholder to xxxx such
issuance will be accompanied by a Prospectus.
(b) Transfer of Shares; Uncertificated Securities. Where a shareholder does
not hold a certificate representing the number of Shares in its account and
does provide RSMC with instructions for the transfer of such Shares which
include a signature guaranteed by a commercial bank, trust company or member
firm of a national securities exchange and such other appropriate
documentation to permit a transfer, then RSMC shall register such Shares and
shall deliver them pursuant to instructions received from the transferor,
pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"), and the laws of the Commonwealth of Massachusetts
relating to the transfer of shares of common stock.
(c) Stock Certificates. If at any time the Portfolio issues stock
certificates, the following provisions will apply:
(i) The Fund will supply RSMC with a sufficient supply of stock
certificates representing Shares, in the form approved from time to time by
the Trustees of the Fund, and, from time to time, shall replenish such
supply upon request of RSMC. Such stock certificates shall be properly
signed, manually or by facsimile signature, by the duly authorized officers
of the Fund, and shall bear the corporate seal or facsimile thereof of the
Fund, and notwithstanding the death, resignation or removal of any officer
of the Fund, such executed certificates bearing the manual or facsimile
signature of such officer shall remain valid and may be issued to
shareholders until RSMC is otherwise directed by Written Instructions.
(ii) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by RSMC.
(iii) Upon receipt of signed stock certificates, which shall be in
proper form for transfer, and upon cancellation or destruction thereof, RSMC
shall countersign, register and issue new certificates for the same number
of Shares and shall deliver them pursuant to instructions received from the
transferor, the rules and regulations of the SEC, and the laws of the
Commonwealth of Massachusetts relating to the transfer of shares of common
stock.
(iv) Upon receipt of the stock certificates, which shall be in proper
form for transfer, together with the shareholder's instructions to hold such
stock certificates for safekeeping, RSMC shall reduce such Shares to
uncertificated status, while retaining the appropriate registration in the
name of the shareholder upon the transfer books.
(v) Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of shares in its
account, RSMC will issue such stock certificates and deliver them to the
shareholder.
3
(d) Redemption of Shares. Upon receipt of a redemption order from the
Distributor or a shareholder, RSMC shall redeem the number of Shares
indicated thereon from the redeeming shareholder's account and receive from
the Fund's Custodian and disburse pursuant to the redeeming shareholder's
instructions the redemption proceeds therefor, or arrange for direct payment
of redemption proceeds by the Custodian to the redeeming shareholder or as
instructed by the shareholder, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the
Fund, RSMC and the Fund's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Fund agrees to notify RSMC
promptly of any change in the number of authorized Shares and of any change
in the number of Shares registered under the Securities Act of 1933, as
amended or termination of the Fund's declaration under Rule 24f-2 of the
1940 Act. The Fund has advised RSMC, as of the date hereof, of the number
of Shares (i) held in any redemption or repurchase account, and (ii)
registered under the Securities Act of 1933, as amended, which are unsold.
In the event that the Fund shall declare a stock dividend or a stock split,
the Fund shall deliver to RSMC a certificate, upon which RSMC shall be
entitled to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate corporate action has been taken, and
(iii) that any amendment to the Declaration of Trust of the Fund which may
be required has been filed and is effective. Such certificate shall be
accompanied by an opinion of counsel to the Fund relating to the legal
adequacy and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish RSMC with appropriate
evidence of action by the Fund's Trustees authorizing the declaration and
payment of dividends and distributions as described in the Prospectus.
After deducting any amount required to be withheld by any applicable tax
laws, rules and regulations or other applicable laws, rules and regulations,
RSMC shall in accordance with the instructions in proper form from a
shareholder and the provisions of the Fund's Declaration of Trust and
Prospectus, issue and credit the account of the shareholder with Shares, or,
if the shareholder so elects, pay such dividends or distributions in cash to
the shareholders in the manner described in the Prospectus. In lieu of
receiving from the Fund's Custodian and paying to shareholders cash
dividends or distributions, RSMC may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian, in accordance
with such procedures and controls as are mutually agreed upon from time to
time by and among the Fund, RSMC and the Fund's Custodian.
RSMC shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders such
returns and information relating to dividends and distributions paid by the
Fund as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of
the Portfolio, RSMC shall mail certain requests for shareholders'
certifications under penalties of perjury and pay on a timely basis to the
appropriate Federal authorities any taxes to be withheld on dividends and
distributions paid by the Portfolio, all as required by applicable Federal
tax laws and regulation.
In accordance with the Prospectus, resolutions of the Fund's Trustees that
are not inconsistent with this Agreement and are provided to RSMC from time
to time, and such procedures and controls as are mutually agreed upon from
4
time to time by and among the Fund, RSMC and the Fund's Custodian, RSMC
shall (a) arrange for issuance of Shares obtained through transfers of funds
from shareholders' accounts at financial institutions; (b) arrange for the
exchange of Shares for Shares of other Portfolios of the Fund, or of shares
of other eligible Funds in the Xxxxxx Square Complex, when permitted by the
Prospectus.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) Communications to Shareholders. RSMC will address and mail all
communications by the Portfolio to its shareholders, including reports to
shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy material for its
meetings of shareholders. RSMC will receive and tabulate the proxy cards
for the meetings of the shareholders of the Portfolio.
(b) Correspondence. RSMC will answer such correspondence from shareholders,
securities brokers and others relating to its duties hereunder and such
other correspondence as may from time to time be mutually agreed upon
between RSMC and the Fund.
9. SERVICES TO BE PERFORMED. RSMC shall be responsible for administering
and/or performing transfer agent functions, for acting as service agent in
connection with dividend and distribution functions and for performing
shareholder account administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with
the Fund's custodian bank in connection with shareholder redemption by
check) of the Fund's Shares as set forth in Schedule B. The details of the
operating standards and procedures to be followed shall be determined from
time to time by agreement between RSMC and the Fund and may be expressed in
written schedules which shall constitute attachments to this Agreement.
10.RECORD KEEPING AND OTHER INFORMATION.
(a) RSMC shall maintain records of the accounts for each Shareholder showing
the items listed in Schedule C.
(b) RSMC shall create and maintain all necessary records in accordance with
all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder,
as the same may be amended from time to time, and those records pertaining
to the various functions performed by it hereunder. All records shall be
the property of the Fund at all times and shall be available for inspection
and use by the Fund. Where applicable, such records shall be maintained by
RSMC for the periods and in the places required by Rule 31a-2 under the 1940
Act.
11.AUDIT, INSPECTION AND VISITATION. RSMC shall make available during regular
business hours all records and other data created and maintained pursuant to
this Agreement for reasonable audit and inspection by the Fund or any person
retained by the Fund. Upon reasonable notice by the Fund, RSMC shall make
available during regular business hours its facilities and premises employed
in connection with its performance of this Agreement for reasonable
visitation by the Fund, or any person retained by the Fund.
5
12.COMPENSATION. Compensation for the transfer agent services and duties
performed pursuant to this Agreement will be paid by the Fund's manager
pursuant to a separate Management Agreement. Certain other fees due and
expenses incurred pursuant to this Agreement are payable by the Fund or the
shareholder on whose behalf the service is performed and are provided in
Schedule D hereto.
The Fund shall reimburse RSMC for all reasonable out-of-pocket expenses
incurred by RSMC or its agents in the performance of its obligations
hereunder. Such reimbursement for expenses incurred in any calendar month
shall be made on or before the tenth day of the next succeeding month.
The term "out-of-pocket expenses" shall mean the following expenses incurred
by RSMC in the performance of its obligations hereunder: the cost of
stationery and forms (including but not limited to checks, proxy cards, and
envelopes), the cost of postage, the cost of insertion of non-standard size
materials in mailing envelopes and other special mailing preparation by
outside firms, the cost of first-class mailing insurance, the cost of
external electronic communications as approved by the Trustees (to include
telephone and telegraph equipment and an allocable portion of the cost of
personnel responsible for the maintenance of such equipment), toll charges,
data communications equipment and line charges and the cost of microfilming
of shareholder records (including both the cost of storage as well as
charges for access to such records). If RSMC shall undertake the
responsibility for microfilming shareholder records, it may be separately
compensated therefor in an amount agreed upon by the principal financial
officer of the Fund and RSMC, such amount not to exceed the amount which
would be paid to an outside firm for providing such microfilming services.
13.USE OF RSMC'S NAME. The Fund shall not use the name of RSMC in any
Prospectus, SAI, sales literature or other material relating to the Fund in
a manner not approved prior thereto, provided, however, that RSMC shall
approve all uses of its name which merely refer in accurate terms to its
appointments hereunder or which are required by the SEC or a state
securities commission and, provided further, that in no event shall such
approval be unreasonably withheld.
14.USE OF FUND'S NAME. RSMC shall not use the name of the Fund or the
Portfolio of the Fund or material relating to the Fund or the Portfolio on
any checks, bank drafts, bank statements or forms for other than internal
use in a manner not approved prior thereto, provided, however, that the Fund
shall approve all uses of its name which merely refer in accurate terms to
the appointment of RSMC hereunder or which are required by the SEC or a
state securities commission, and, provided, further, that in no event shall
such approval be unreasonably withheld.
00.XXXXXXXX. RSMC represents and warrants that, to the best of its knowledge,
the various procedures and systems which RSMC has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other
cause (including provision for twenty-four hours a day restricted access)
the Fund's blank checks, records and other data and RSMC's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes
therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
6
00.XXXXXXXXX. RSMC shall notify the Fund should any of its insurance coverage
be materially changed. Such notification shall include the date of change
and the reason or reasons therefor. RSMC shall notify the Fund of any
material claims against it, whether or not they may be covered by insurance
and shall notify the Fund from time to time as may be appropriate of the
total outstanding claims made by RSMC under its insurance coverage.
17.ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any rights or
obligations hereunder may be assigned by RSMC without the written consent of
the Fund. RSMC may, however, at any time or times in its discretion appoint
(and may at any time remove) any other bank or trust company, which is
itself qualified under the Securities Exchange Act of 1934 to act as a
transfer agent, as its agent to carry out such of the services to be
performed under this agreement as RSMC may from time to time direct;
provided, however, that the appointment of any agent shall not relieve RSMC
of any of its responsibilities or liabilities hereunder.
18.INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless RSMC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
including, without limitation, liabilities arising under the Securities Act
of 1933, the Securities Exchange Act of 1934 and any state and foreign
securities and blue sky laws, and amendments thereto (the "Securities
Laws"), and expenses, including without limitation reasonable attorneys'
fees and disbursements arising directly or indirectly from any action or
omission to act which RSMC takes (i) at the request of or on the direction
of or in reliance on the advice of the Fund or (ii) upon Oral or Written
Instructions. Neither RSMC nor any of its nominees shall be indemnified
against any liability (or any expenses incident to such liability) arising
out of RSMC's or its nominees' own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
(b) RSMC agrees to indemnify and hold harmless the Fund from all taxes,
charges, expenses, assessments, claims and liabilities arising from RSMC's
obligations pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws, and any state and foreign
securities and blue sky laws, and amendments thereto) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of RSMC's or its nominees' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
(c) In order that the indemnification provisions contained in this Section
18 shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify
it except with the other party's prior written consent.
7
19.RESPONSIBILITY OF RSMC. RSMC shall be under no duty to take any action on
behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by RSMC in writing. RSMC shall be obligated to
exercise due care and diligence in the performance of its duties hereunder,
to act in good faith and to use its best efforts in performing services
provided for under this Agreement. RSMC shall be liable for any damages
arising out of or in connection with RSMC's performance of or omission or
failure to perform its duties under this Agreement to the extent such
damages arise out of RSMC's negligence, reckless disregard of its duties,
bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, RSMC, in connection with its duties under this Agreement,
shall not be under any duty or obligation to inquire into and shall not be
liable for (a) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which RSMC reasonably
believes to be genuine; or (b) subject to the provisions of Section 20,
delays or errors or loss of data occurring by reason of circumstances beyond
RSMC's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
20.ACTS OF GOD, ETC. RSMC shall not be liable for delays or errors occurring
by reason of circumstances beyond its control, including but not limited to
acts of civil or military authority, national emergencies, labor
difficulties, fire, flood or catastrophe, acts of God, insurrection, war,
riots, or failure of the mails, transportation, communication or power
supply. In the event of equipment breakdowns beyond its control, RSMC
shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but shall have no liability with respect
thereto. RSMC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
21.AMENDMENTS. RSMC and the Fund shall regularly consult with each other
regarding RSMC's performance of its obligations and its compensation
hereunder. In connection therewith, the Fund shall submit to RSMC at a
reasonable time in advance of filing with the SEC copies of any amended or
supplemented registration statements (including exhibits) under the
Securities Act of 1933, as amended, and the 1940 Act, and a reasonable time
in advance of their proposed use, copies of any amended or supplemented
forms relating to any plan, program or service offered by the Fund. Any
change in such material which would require any change in RSMC's obligations
hereunder shall be subject to RSMC's approval, which shall not be
unreasonably withheld. In the event that such change materially increases
the cost to RSMC of performing its obligations hereunder, RSMC shall be
entitled to receive reasonable compensation therefor.
22.DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
8
This Agreement shall become effective at the close of business on December
31,1992, and shall continue in effect for one year from the effective date,
and thereafter as the parties may mutually agree; provided, however, that
this Agreement may be terminated at any time by six months' written notice
given by RSMC to the Fund or six months' written notice given by the Fund to
RSMC; and provided further that this Agreement may be terminated immediately
at any time for cause either by the Fund or by RSMC in the event that such
cause remains unremedied for a period of time not to exceed ninety days
after receipt of written specification of such cause. Any such termination
shall not affect the rights and obligations of the parties under Section 18
hereof.
Upon the termination hereof, the Fund shall reimburse RSMC for any out-of-
pocket expenses reasonably incurred by RSMC during the period prior to the
date of such termination. In the event that the Fund designates a successor
to any of RSMC's obligations hereunder, RSMC shall, at the expense and
direction of the Fund, transfer to such successor a certified list of the
shareholders of the Fund (with name, address, and, if provided, tax
identification or Social Security number), a complete record of the account
of each shareholder, and all other relevant books, records and other data
established or maintained by RSMC hereunder. RSMC shall be liable for any
losses sustained by the Fund as a result of RSMC's failure to accurately and
promptly provide these materials.
23.REGISTRATION AS A TRANSFER AGENT. RSMC represents that it is currently
registered with the appropriate Federal agency for the registration of
transfer agents, and that it will remain so registered for the duration of
this Agreement. RSMC agrees that it will promptly notify the Fund in the
event of any material change in its status as a registered transfer agent.
Should RSMC fail to be registered with the Federal Deposit Insurance
Corporation or any successor regulatory authority as a transfer agent at any
time during this Agreement, the Fund may, on written notice to RSMC,
immediately terminate this Agreement.
24.NOTICE. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
25.SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
26.GOVERNING LAW. To the extent that state law has not been preempted by the
provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
27.SHAREHOLDER LIABILITY. RSMC is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of Trust
of the Fund and agrees that obligations assumed by the Fund pursuant to this
Agreement shall be limited in all cases to the Fund and its assets. RSMC
agrees that it shall not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Fund, nor from the
Trustees or any individual Trustee of the Fund.
9
28.MISCELLANEOUS. Both parties agree to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
The captions in 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. This Agreement may be
executed simultaneously in two counterparts, each of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of the
day and year first above written.
THE XXXXXX SQUARE FUND
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx, President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx, President
Acknowledgement as to the compensation
of Xxxxxx Square Management Corporation,
as Transfer Agent:
XXXXXX SQUARE MANAGEMENT
CORPORATION, as Manager
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx, President
Date: December 31, 1992
------------------------
10
SCHEDULE A
THE XXXXXX SQUARE FUND
PORTFOLIO LISTING
Money Market Portfolio
U.S. Government Portfolio
A-1
SCHEDULE B
THE XXXXXX SQUARE FUND
SERVICES TO BE PERFORMED
Xxxxxx Square Management Corporation ("RSMC") will perform the following
functions as transfer agent on an ongoing basis with respect to the Portfolio:
(a) furnish state-by-state registration reports;
(b) calculate sales load or compensation payment and provide such information;
(c) calculate dealer commissions;
(d) provide toll-free lines for direct shareholder use, plus customer liaison
staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their clients' activity, whether
executed through the dealer or directly with RSMC;
(f) provide detail for underwriter or broker confirmations and other
participating dealer shareholder accounting, in accordance with such
procedures as may be agreed upon between the Fund and RSMC;
(g) provide shareholder lists and statistical information concerning accounts
of the Portfolio to the Fund; and,
(h) provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time between RSMC and the
Portfolio or the Custodian, to the Fund or the Custodian.
B-1
SCHEDULE C
THE XXXXXX SQUARE FUND
SHAREHOLDER RECORDS
Xxxxxx Square Management Corporation ("RSMC") shall maintain records of the
accounts for each shareholder showing the following information:
(a) name, address and United States Tax Identification or Social Security
number;
(b) number of Shares held and number of Shares for which certificates, if any,
have been issued, including certificate numbers and denominations;
(c) historical information regarding the account of each shareholder, including
dividends and distributions paid and the date and price for all
transactions on a shareholder's account;
(d) any stop or restraining order placed against a shareholder's account;
(e) any correspondence relating to the current maintenance of a shareholder's
account;
(f) information with respect to withholdings; and,
(g) any information required in order for RSMC to perform any calculations
contemplated or required by this Agreement.
C-1
SCHEDULE D
THE XXXXXX SQUARE FUND
FEE SCHEDULE
FEES
Monthly return of checks $ 0.44 per check
Non-return of check 0.10 per check
Out of pocket expenses shall be reimbursed by the Fund to Xxxxxx Square
Management Corporation ("RSMC") or paid directly by the Fund. Such
expenses include but are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement - $7.50 per wire
g. Mailing fee - approximately $30.00 per 1,000 items
h. Cost of proxy solicitation, mailing and tabulation (if required)
i. Certificate issuance - $2.00 per certificate
j. Development/programming costs/special projects - time and material
NATIONAL SECURITIES CLEARING CORPORATION ("NSCC") FUND/SERV CHARGES (NON-MONEY
MARKET SERIES)
Participation Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ 0.50 each
NSCC will deduct its monthly fee on the 15th of each month from RSMC's cash
settlement that day. These charges will be included on the next xxxx as
out-of-pocket expenses.
ADDITIONAL EXPENSES (PAID BY SHAREHOLDER):
Direct XXX/Xxxxx processing $10.00 per account per annum
$ 5.00 new account set-up fee
$ 2.50 per distribution
$10.00 per transfer out
Account transcripts most recent
seven years $35.00
Account transcripts beyond
seven years $50.00
Checkwriting charges
Stop payments $ 7.50 per stop
Non-sufficient funds $12.50 per return
Check copy $ 2.00 per copy
D-1
PAYMENT
The above will be billed within the first five (5) business days of each
month and will be paid by wire within five (5) business days of receipt.
D-2
