EXHIBIT 23.h-(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
BABSON FUNDS; J & B FUNDS; INVESTOR XXXX SERIES FUNDS
AND
NATIONAL FINANCIAL DATA SERVICES, INC.
TABLE OF CONTENTS
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Page
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1. Terms of Appointment and Duties......................................1
2. Third Party Administrators for Defined Contribution Plans............4
3. Fees and Expenses....................................................5
4. Representations and Warranties of the Transfer Agent.................6
5. Representations and Warranties of the Fund...........................6
6. Wire Transfer Operating Guidelines/Articles 4A.......................7
7. Data Access and Proprietary Information..............................8
8. Indemnification.....................................................10
9. Standard of Care/Limitation of Liability............................11
10. Confidentiality.....................................................11
11. Covenants of the Fund and the Transfer Agent........................12
12. Termination of Agreement............................................13
13. Assignment and Third Party Beneficiaries............................14
14. Subcontractors......................................................14
15. Miscellaneous ......................................................14
16. Additional Funds....................................................16
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 30th day of May, 2003, by and between each entity that
has executed this agreement, as listed on the signature pages hereto, each
company having its principal place business at 000 Xxxxxx Xxxxxxxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000-0000, collectively, (the "Fund"), and NATIONAL FINANCIAL
DATA SERVICES, INC., a Massachusetts corporation having its principal office and
place of business at The Xxxxxxxxxx Building, 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 (the "Transfer Agent"). This agreement shall be considered a
separate agreement between the Transfer Agent and each Fund and references to
"the Fund" shall refer to each Fund separately. No Fund shall be liable for the
obligations of, nor entitled to the benefits of, any other Fund under this
agreement.
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund offers shares in various series, such series shall be named in
the attached Schedule A which may be amended by the parties from time to time
(each such series, together with all other series subsequently established by
the Fund and made subject to this Agreement in accordance with Section 16, being
herein referred to as a "Portfolio", and collectively as the "Portfolios"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 TRANSFER AGENCY SERVICES. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as its transfer agent for the Fund's authorized and
issued shares of its common stock ("Shares"), dividend disbursing agent
and agent in connection with any accumulation, open-account or similar
plan provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of
the Fund on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal program.
In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent agrees that it
will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Articles of
Incorporation of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting
the Transfer Agent and the Fund, and the Transfer Agent at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(j) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund
on a regular basis with the total number of Shares which are authorized
and issued and outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund;
(k) Answer telephone inquiries from current and prospective
shareholders for fund information, purchases, exchanges, and
redemptions; and
(l) Issue confirmations and periodic statements to shareholders.
1.2 ADDITIONAL SERVICES. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) OTHER CUSTOMARY SERVICES. Perform the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plan (including
without limitation any periodic investment plan
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or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing Shareholder proxies, Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions
of Shares and other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders, and
providing Shareholder account information;
(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund no later
than 9:00 AM Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions transmitted to
and received by the Transfer Agent by transmission from NSCC on behalf
of broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as hereinafter
defined on the dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of transactions between
the Fund and NSCC (acting on behalf of its broker-dealer and bank
participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain Shareholder accounts
on TA2000 System through Networking;
(d) NEW PROCEDURES. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the
Fund or its agent may perform these services on the Fund's behalf;
(e) ADDITIONAL TELEPHONE SUPPORT SERVICES. If the parties elect to have
the Transfer Agent provide additional telephone support services under
this Agreement, the parties will agree to such services, fees and
sub-contracting as stated in Schedule 1.2(f) entitled "Telephone
Support Services" attached hereto; and
(f) ANTI-MONEY LAUNDERING ("AML") DELEGATION. If the Fund elects to
delegate to the Transfer Agent certain AML duties under this Agreement,
the parties will agree to such duties and terms as stated in the
attached schedule ("Schedule 1.2(g) entitled "AML Delegation" which may
be changed from time to time subject to mutual written agreement
between the parties. In consideration of the performance of the duties
by the Transfer Agent pursuant to this Section 1.2(g), the Fund agrees
to pay the Transfer Agent for the reasonable administrative expense
that may be associated with such additional
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duties in the amount as the parties may from time to time agree in
writing in accordance with Section 3 (Fees and Expenses) below.
1.3 RETIREMENT ACCOUNTS. With respect to certain retirement plans or
accounts (such as individual retirement accounts ("IRAs"), SIMPLE IRAs,
SEP IRAs, Xxxx IRAs, Education IRAs, and 403(b) Plans (such accounts,
"Retirement Accounts"), the Transfer Agent, at the request of the Fund,
shall arrange for the provision of appropriate prototype plans as well
as provide or arrange for the provision of various services to such
plans and/or accounts, which services may include custodial services to
be provided by State Street Bank and Trust Company (the "Bank"),
account set-up maintenance, and disbursements as well as such other
services as the parties hereto shall mutually agree upon.
2. Third Party Administrators for Defined Contribution Plans
2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan
or Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with the procedures established in the initial Schedule
2.1 entitled "Third Party Administrator Procedures", as may be amended
by the Transfer Agent and the Fund from time to time ("Schedule 2.1"),
the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the Trustees, Plans or TPA's as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of the Funds
and not as a record-keeper for the Plans.
2.3 Transactions identified under Section 2 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform services under
Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000 System;
or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
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3. Fees and Expenses
3.1 FEE SCHEDULE. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket
expenses and advances identified under Section 3.2 below may be changed
from time to time subject to mutual written agreement between the Fund
and the Transfer Agent. During the Initial Term of this Agreement, the
Transfer Agent will be responsible for paying DST Systems, Inc.("DST")
monthly service fees and expenses incurred with respect to the Funds
under the term and conditions of the Remote Service Agreement between
DST and Voyageur Asset Management, Inc., dated November 1, 1998.
3.2 OUT-OF-POCKET EXPENSES. In addition to the fee paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items set out in Schedule 3.1 attached hereto.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the
Fund.
3.3 POSTAGE. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3.4 INVOICES. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
notice, except for any fees or expenses which are subject to good faith
dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute.
The Fund shall notify the Transfer Agent in writing within twenty-one
(21) calendar days following the receipt of each billing notice if the
Fund is disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the billing
notice will be deemed accepted by the Fund. The Fund shall settle such
disputed amounts within five (5) days of the day on which the parties
agree on the amount to be paid by payment of the agreed amount. If no
agreement is reached, then such disputed amounts shall be settled as
may be required by law or legal process.
3.5 COST OF LIVING ADJUSTMENT. Following the Initial Term, unless the
parties shall otherwise agree and provided that the service mix and
volumes remain consistent as previously provided in the Initial Term,
the total fee for all services shall equal the fee that would be
charged for the same services based on a fee rate (as reflected in a
fee rate schedule) increased by the percentage increase for the
twelve-month period of such previous calendar year of the Consumer
Price Index for Urban Wage Earners and Clerical Workers, for the Boston
area, as published bimonthly by the United States Department of Labor,
Bureau of Labor Statistics, or, in the event that publication of such
Index is terminated, any successor or substitute index, appropriately
adjusted, acceptable to both parties.
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3.6 LATE PAYMENTS. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the
Fund shall pay the Transfer Agent interest thereon (from the due date
to the date of payment) at a per annum rate equal to one percent (1.0%)
plus the Prime Rate (that is, the base rate on corporate loans posted
by large domestic banks) published by THE WALL STREET JOURNAL (or, in
the event such rate is not so published, a reasonably equivalent
published rate selected by the Fund) on the first day of publication
during the month when such amount was due. Notwithstanding any other
provision hereof, such interest rate shall be no greater than permitted
under applicable provisions of Massachusetts law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
5. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
5.1 Each is an entity duly organized and existing and in good standing
under the laws of the applicable State of in which it was organized.
5.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
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6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
6.1 OBLIGATION OF SENDER. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that
the Transfer Agent has been instructed to transfer. The Transfer Agent
shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment
orders and communications received after this the customary deadline
will be deemed to have been received the next business day.
6.2 SECURITY PROCEDURE. The Fund acknowledges that the Security Procedure
it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent
in writing. The Fund must notify the Transfer Agent immediately if it
has reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 ACCOUNT NUMBERS. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
6.4 REJECTION. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgement, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
6.5 CANCELLATION AMENDMENT. The Transfer Agent shall use reasonable efforts
to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent assumes no
liability if the request for amendment or cancellation cannot be
satisfied.
6.6 ERRORS. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 INTEREST. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is
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notified of the unauthorized payment order within thirty (30) days of
notification by the Transfer Agent of the acceptance of such payment
order.
6.8 ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, the Bank
will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with
respect to such entries. Credits given by the Transfer Agent with
respect to an ACH credit entry are provisional until the Transfer Agent
receives final settlement for such entry from the Federal Reserve Bank.
If the Transfer Agent does not receive such final settlement, the Fund
agrees that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the party
making payment to the Fund via such entry shall not be deemed to have
paid the amount of the entry.
6.9 CONFIRMATION. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In no
event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers,
or (ii) solely from equipment at the location agreed to between the
Fund and the Transfer Agent and (iii) solely in accordance with the
Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or
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other device except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
use its best efforts in a timely manner to correct such failure.
Organizations from which the Transfer Agent may obtain certain data
included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the
Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
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7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent and the Bank, as to Section
8.1(e), harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of
or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense
of any law suit in which the Transfer Agent or affiliate is a named
party), provided that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund including but not
limited to any broker-dealer, TPA or previous transfer agent; (ii) any
instructions or requests of the Fund or any of its officers; (iii) any
instructions or opinions of legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer
Agent under this Agreement which are provided to the Transfer Agent
after consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or signed by
the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer or sale of
such Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required by
the NSCC for the transmission of Fund or Shareholder data through the
NSCC clearing systems.
8.2 In order that the indemnification provisions contained in this Section
8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The
Fund shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name or in the name of the Transfer Agent. The
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Transfer Agent shall in no case confess any claim or make any
compromise in any case in which the Fund may be required to indemnify
the Transfer Agent except with the Fund's prior written consent.
9. Standard of Care/Limitation of Liability
9.1 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees or agents. The parties agree that any encoding
or payment processing errors shall be governed by this standard of care
and Section 4-209 of the Uniform Commercial Code is superseded by
Section 9 of this Agreement. This standard of care also shall apply to
Exception Services, as defined in Section 2.3 herein, but such
application shall take into consideration the manual processing
involved in, and time sensitive nature of, Exception Services.
Notwithstanding the foregoing, the Transfer Agent's aggregate liability
during the Initial Term of this Agreement with respect to, arising from
or arising in connection with this Agreement, or from all services
provided or omitted to be provided by the Transfer Agent under this
Agreement, whether in contract, or in tort, or otherwise, is limited
to, and shall not exceed, the aggregate of the amounts due hereunder to
the Transfer Agent as fees and charges, but not including reimbursable
expenses, during the six (6) calendar months of the Agreement. After
the expiration of the Initial Term, the Parties agree to negotiate in
good faith a limitation on the Transfer Agent's aggregate liability for
the Renewal Term.
9.2 The Transfer Agent shall provide the Fund, at such times as the Fund
may reasonably require, copies of publicly available reports rendered
by independent public accountants on the internal controls and
procedures of the Transfer Agent relating to the Services provided by
the Transfer Agent under this Agreement.
10. Confidentiality
10.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund
during performance under this Agreement. The Fund and the Transfer
Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer
Agent or the Fund and their successors and assigns. In the event of
breach of the foregoing by either party, the remedies provided by
Section 7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure shall not
apply to the extent that the Transfer Agent must disclose such data to
its sub-contractor or Fund agent for purposes of providing services
under this Agreement.
11
10.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised
by counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court
order.
11. Covenants of the Fund and the Transfer Agent
11.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Directors of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and;
(b) A copy of the Articles of Incorporation and By-Laws of the Fund and
all amendments thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
11.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
11.4 The Transfer Agent maintains fidelity bond coverage larceny and
embezzlement and an insurance policy with respect to directors and
officers errors and omissions coverage in amounts that are appropriate
in light of its duties and responsibilities hereunder. Upon the request
of the Funds, the Transfer Agent shall provide evidence that coverage
is in place. The Transfer Agent shall notify the Fund should its
insurance coverage with respect to professional liability or errors and
omissions coverage be canceled. Such notification shall include the
date of cancellation and the reasons therefore.
11.5 The Transfer Agent shall maintain adequate and reliable computer and
other equipment necessary or appropriate to carry out its obligations
under this Agreement. The Transfer Agent shall maintain a reasonable
disaster recovery and business continuity plan. Upon the Fund's
reasonable request, the Transfer Agent shall provide supplemental
information concerning the aspects of its disaster recovery and
business continuity plan that are relevant to the services provided
hereunder.
12
12. Termination of Agreement
12.1 TERM. The initial term of this Agreement shall be until November 30,
2003, (the "Initial Term") unless terminated pursuant to the provisions
of this Section 12. Unless a party gives written notice to the other
party ninety (90) days before the expiration of the Initial Term or any
Renewal Term, this Agreement will renew automatically from year to year
(each such year-to-year renewal term a "Renewal Term"). Ninety (90)
days before the expiration of the Initial Term or a Renewal Term the
parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term. Otherwise, the fees shall be increased pursuant
to Section 3.5 of this Agreement.
12.2 EARLY TERMINATION. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service
provider prior to the expiration of the then current Initial or Renewal
Term, or without the required notice, the Transfer Agent shall make a
good faith effort to facilitate the conversion on such prior date;
however, there can be no guarantee or assurance that the Transfer Agent
will be able to facilitate a conversion of services on such prior date.
In connection with the foregoing, should services be converted to a
successor service provider, or if the Fund is liquidated or its assets
merged or purchased or the like with or by another entity which does
not utilize the services of the Transfer Agent, the fees payable to the
Transfer Agent shall be calculated as if the services had been
performed by the Transfer Agent until the expiration of the then
current Initial or Renewal Term and calculated at the asset and/or
Shareholder account levels, as the case may be, on the date notice of
termination was given to the Transfer Agent, and the payment of all
fees to the Transfer Agent as set forth herein shall be accelerated to
the business day immediately prior to the conversion or termination of
services.
12.3 EXPIRATION OF TERM. After the expiration of the Initial Term or Renewal
Term, whichever currently is in effect, should either party exercise
its right to terminate, all out-of-pocket expenses or costs associated
with the movement of records and material will be borne by the Fund.
Additionally, the Transfer Agent reserves the right to charge for any
other reasonable expenses associated with such termination.
12.4 CONFIDENTIAL INFORMATION. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
12.5 UNPAID INVOICES. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days, except with
respect to any amount subject to a good faith dispute within the
meaning of Section 3.4 of this Agreement.
12.6 BANKRUPTCY. Either party hereto may terminate this Agreement by notice
to the other party, effective at any time specified therein, in the
event that (a) the other party ceases to carry on its business or (b)
an action is commenced by or against the other party under
13
Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit,
conservatorship or receivership is not discharged within thirty (30)
days.
13. Assignment and Third Party Beneficiaries
13.1 Except as provided in Section 14.1 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility
under this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in Section 14.1 and Schedule 1.2(f), neither party shall make
any commitments with third parties that are binding on the other party
without the other party's prior written consent.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with a subsidiary or
affiliate duly registered as a transfer agent; provided, however that
the Transfer Agent shall be fully responsible to the Fund for the acts
and omissions of such subsidiary or affiliate as it is for its own acts
and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
15. Miscellaneous
15.1 AMENDMENT. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors of the Fund.
15.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
14
15.3 FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.
15.4 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
15.5 SURVIVAL. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
15.6 SEVERABILITY. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
15.7 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
15.8 WAIVER. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
15.9 MERGER OF AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
15.10 COUNTERPARTS. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
15.11 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
15.12 NOTICES. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
15
(a) If to National Financial Data Services, Inc., to:
National Financial Data Services, Inc.
000 Xxxx 0xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: President
Facsimile: 000-000-0000
WITH A COPY TO:
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: 000-000-0000
(b) If to the Fund, to:
Voyageur Asset Management
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
16. Additional Funds
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to
which it desires to have the Transfer Agent render services as transfer
agent under the terms hereof, it shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
NATIONAL FINANCIAL DATA X.X. XXXXXX TAX-FREE INCOME
SERVICES, INC. FUND, INC.
By: /s/Xxxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: President & COO Title: COO
------------------------------------- -------------------------------------
16
(SIGNATURE PAGE CONTINUED)
X.X. XXXXXX MONEY MARKET FUND, INC. X.X. XXXXXX BOND TRUST
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
By: /s/Xxxx Xxxxx
BABSON ENTERPRISE FUND, INC. BABSON ENTERPRISE FUND II, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
XXXXX X. XXXXXX GROWTH FUND, INC. BABSON VALUE FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
SHADOW STOCK FUND, INC. XXXXXX-XXXXXXX IVORY INTERNATIONAL
FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
17
(SIGNATURE PAGE CONTINUED)
J&B FUNDS INVESTORS XXXX SERIES FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
18
SCHEDULE A
DATED: MAY 30, 2003
FUNDS
BABSON FUNDS:
X.X. Xxxxxx Tax-Free Income Fund, Inc.
X.X. Xxxxxx Money Market Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
Xxxxx X. Xxxxxx, Growth Fund, Inc.
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Xxxxxx-Xxxxxxx Ivory International Fund, Inc.
Babson Bond Trust - Portfolios L & S
J&B FUNDS:
J&B Mid-Cap Aggressive Growth Fund
J&B Small-Cap Aggressive Growth Fund
J&B Small-Cap International Fund
INVESTORS XXXX SERIES FUNDS:
Investors Xxxx Series Funds:
Small Cap Equity Portfolio
Large Cap Growth Portfolio
Money Market Portfolio
Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Global Fixed Income Portfolio
Growth & Income Portfolio
Balanced Portfolio
Large Cap Value Portfolio
SCHEDULE 1.2(G)
AML DELEGATION
DATED: MAY 30, 2003
1. Delegation. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund
has developed and implemented a written anti-money laundering program
(the "AML Program"), which is designed to satisfy the requirements of
the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect
to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its
transfer agent. The Fund is desirous of having the Transfer Agent
perform certain delegated duties pursuant to the AML Program and the
Transfer Agent desires to accept such delegation.
2. Limitation on Delegation. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 1.26 (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund
with the USA PATRIOT Act or for any other matters that have not been
delegated hereunder. Additionally, the parties acknowledge and agree
that the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and transactions in,
shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information.
3. Consent to Examination. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be
subject, from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours and on reasonable notice all
required records and information for review by such examiners.
4. Delegated Duties
4.1 With respect to the beneficial ownership of, and transactions in,
shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information, the Transfer Agent shall:
(a) Submit all financial and non-financial transactions through the
Office of Foreign Assets Control ("OFAC") database and such other lists
or databases as may be required from time to time by applicable
regulatory authorities;
SCHEDULE 1.2(G)
AML DELEGATION
(continued)
(b) Review redemption transactions that occur within thirty (30) days
of account or maintenance;
(c) Review wires sent pursuant to banking instructions other than those
on file;
(d) Review a Shareholder's account for unusual activity when purchases
and redemptions by the Shareholder (based on social security number or
other tax identification number within the Fund's records) hit the
$100,000 threshold that has been set on the "Unusual Activity Warning
System";
(e) Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts; and
(f) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as required by law.
4.2 In the event that the Transfer Agent detects suspicious activity as a
result of the foregoing procedures, which necessitates the filing by
the Transfer Agent of a suspicious activity report, a Form 8300 or
other similar report or notice to OFAC, then the Transfer Agent shall
also immediately notify the Fund, unless prohibited by applicable law.
2
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
DATED: MAY 30, 2003
1. On each day on which both the New York Stock Exchange and the Fund are
open for business (a "Business Day"), the TPA(s) shall receive, on
behalf of and as agent of the Fund, Instructions (as hereinafter
defined) from the Plan. Instructions shall mean as to each Fund (i)
orders by the Plan for the purchases of Shares, and (ii) requests by
the Plan for the redemption of Shares; in each case based on the Plan's
receipt of purchase orders and redemption requests by Participants in
proper form by the time required by the terms of the Plan, but not
later than the time of day at which the net asset value of a Fund is
calculated, as described from time to time in that Fund's prospectus.
Each Business Day on which the TPA receives Instructions shall be a
"Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+1). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
3
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at
the request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense a complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
4
SCHEDULE 3.1
FEES
EFFECTIVE: MAY 30, 2003 THROUGH NOVEMBER 30, 2003
General:
--------
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Annual Account Service Fees:
----------------------------
Open Account Fees: June - Aug. Sept. - Nov.
Direct Accounts $12.60 $14.18
Omnibus Accounts $80.00 $90.00
Closed accounts $2.40/account
Base Fee per Fund/CUSIP (after 35 CUSIPs) $12,000/CUSIP
Activity Based Fees:
--------------------
New Account Set-up $4.00/account
Correspondence $3.00/each
Manual Transactions $2.00/each
Other Fees:
-----------
Remote License fee & AWD Data Center fee combined $5,000/workstation/year*
* Does not include hardware or line charges
XXX Custodial Fees $10.00/account
Out-of-Pocket Expenses:
-----------------------
Out-of-pocket expenses are billed as incurred and include, but are not limited
to: costs associated with mailing expenses (i.e., statements, stationery,
checks, certificates, sales literature, printing, postage, etc.), automated
telephone servicing charges, telecommunication expenses, equipment and software
expenses (client-site only), programming expenses (i.e., charges necessary to
establish consolidated statement), microfiche, freight, ACH, bank charges, and
all other expenses incurred on the fund's behalf.
NATIONAL FINANCIAL DATA X.X. XXXXXX TAX-FREE
SERVICES, INC. INCOME FUND, INC.
By: /s/ Xxxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: President & COO Title: COO
------------------------------------- -------------------------------------
(SIGNATURE PAGE CONTINUED)
X.X. XXXXXX MONEY MARKET FUND, INC. X.X. XXXXXX BOND TRUST
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
BABSON ENTERPRISE FUND,INC. BABSON ENTERPRISE FUND II, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
XXXXX X. XXXXXX GROWTH FUND, INC. BABSON VALUE FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
SHADOW STOCK FUND, INC. XXXXXX-XXXXXXX IVORY
INTERNATIONAL FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
2
(SIGNATURE PAGE CONTINUED)
J&B FUNDS INVESTORS XXXX SERIES FUND, INC.
By: /s/Xxxx Xxxxx By: /s/Xxxx Xxxxx
------------------------------------- -------------------------------------
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
------------------------------------- -------------------------------------
Title: COO Title: COO
------------------------------------- -------------------------------------
3
