u:\joachim\sub-tr.doc
FORM OF
SUB-TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the day of 1995 by
and between
and
PFS Shareholders Services (the "Sub-Transfer Agent").
WITNESSETH:
WHEREAS, the Fund desire that Sub-Transfer Agent be retained to
perform certain recordkeeping and accounting services and
functions with respect to transactions in Fund shares ("Shares")
made by shareholders of the Fund (the "Shareholders") when with
respect to Fund the Sub-Transfer Agent maintains with the
Fund's transfer agent ("Transfer Agent") a single master
shareholder account with respect to the Shareholders; and
WHEREAS, Sub-Transfer Agent desires to provide such services on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the following premises and
mutual covenants, the parties agree as follows:
1. Services Provided by Sub-Transfer Agent
When and to the extent requested by the Funds, Sub-Transfer Agent
agrees to perform recordkeeping and accounting services and
functions with respect to transactions in Shares made by the
Shareholders when with respect to each Fund the Sub-Transfer
Agent maintains with the Transfer Agent a single master
shareholder account. To the extent requested, Sub-Transfer will
provide the following services:
A.Maintain separate records for each Shareholder reflecting
Shares purchased, redeemed and exchanged on behalf of
such Shareholder and outstanding balances of Shares owned
by or for the benefit of such Shareholder.
B.Prepare and transmit to Shareholders periodic account
statements indicating the number of Shares of each Fund
owned by or for the benefit of Shareholders and
purchases, redemptions and exchanges made on behalf of
Shareholders.
C.Transmit to Shareholders copies of proxy materials,
periodic reports and other materials relating to the
Funds.
D.With respect to each Shareholder, aggregate all purchase,
redemption and exchange orders made by or on behalf of
the Shareholders and transmit instructions based on such
aggregate orders ("Instructions") to the Transfer Agent
for acceptance.
E.Transmit to the Shareholders confirmations of
transactions made in accordance with Instructions.
F.Provide to the Funds, the Transfer Agent and/or other
parties designated by them such other information
relating to transactions in an holdings of Shares by or
on behalf of the Shareholders as is reasonably requested.
G.Arrange for the delivery to the Transfer Agent of
appropriate documentation and, in the case of purchase
orders, payment, in connection with each aggregate order
transmitted to the Transfer Agent.
2. Appointment As Agent for Limited Purpose
Sub-Transfer Agent shall be deemed the be agent of each Fund for
the sole and limited purpose of receiving purchase, redemption
and exchange orders from Shareholders and transmitting
corresponding Instructions to the Transfer Agent. Except as
provided specifically herein, neither Sub-Transfer Agent nor any
person to which Sub-Transfer Agent may delegate any of its duties
hereunder shall be or hold itself out as an agent of the Transfer
Agent or any Fund.
3. Delegation by Sub-Transfer Agent
With respect to any Shareholder, Sub-Transfer Agent may delegate
some or all of its duties under this Agreement to other parties
which after reasonable inquiry Sub-Transfer Agent deems to be
competent to assume such duties. In the event of any such
delegations, Sub-Transfer Agent shall enter into a written
agreement with the delegate in which the delegatee will, among
other things:
A.agree to forward Instructions to the Transfer Agent
within such time periods as are specified by the Transfer
Agent, the Fund's prospectus and applicable law and
regulation; and
B.Represent and warrant that it is duly registered as
required under all federal and state securities laws.
4. Records and Reporting
Sub-Transfer Agent will maintain and preserve all records as
required by law in connection with its provision of services
under this Agreement. Upon the reasonable request of the funds
or the Transfer Agent, Sub-Transfer Agent will provide copies of:
historical records relating to transactions involving the Funds
and Shareholders; written communications regarding the Funds to
or from Shareholders; and other materials relating to the
provision of services by Sub-Transfer under this Agreement. Sub-
Transfer Agent will comply with any reasonable request for such
information and documents made by the board of directors of the
Funds or any governmental body or self-regulartory organization.
Sub-Transfer Agent agrees that it will permit the Funds, the
Transfer Agent or their representatives to have reasonable access
to its personnel and records in order to facilitate the
monitoring to the quality of the services provided by Sub-
Transfer Agent. Notwithstanding any thing herein to the contrary
, Sub-Transfer Agent shall not be required to provide the names
and addresses of shareholders to the Funds or the Transfer Agent,
unless applicable law or regulation otherwise requires.
5. Sub-Transfer Agent's Ability to Provide Services
Sub-Transfer Agent agrees to notify the Funds promptly if for any
reason it is unable to perform its obligations under this
Agreement.
6. Compensation
X.Xx consideration of performance of the services by Sub-
Transfer Agent hereunder and the costs it will incur in
providing those services, each Fund agrees to reimburse
Sub-Transfer for its costs (including payments to
delegatees) in amounts that do not exceed those indicated
in the maximum reimbursement schedule attached as
Schedule A hereto. With respect to any Shareholder, to
the extent Sub-Transfer Agent delegates any obligations
hereunder to a third party, Sub-Transfer Agent will
negotiate in good faith with such third party delegatee
regarding the fees to be paid to the delegatee. Sub-
Transfer Agent, and not the Funds, will solely
responsible for compensating such a delegatee. If as a
result of its fee negotiations with such a delegatee Sub-
Transfers Agent is required to pay the delegatee less
than would be the case if Exhibit A were the delegatee's
fee schedule, Sub-Transfer Agent will reduce the amount
of compensation it receives from the Funds hereunder by
the amount of such differential.
B.The Funds agree to reimburse Sub-Transfer Agent or its
delegatees for their reasonable out-of pocket costs
incurred in connection with mailings to Shareholders of
materials as described in Paragraph 1 hereto.
C.Sub-Transfer Agent will permit the Funds or their
representative (including counsel and independent
accountants) with reasonable access to its records to
enable the Funds to verify that Sub-Transfer Agent's
changes to the Funds hereunder comply with the provisions
of this Agreement. Such access shall include, but not be
limited to, up to four on-site inspections of Sub-
Transfer Agent's records each year.
7. Indemnification
Sub-Transfer Agent shall indemnify and hold harmless each Fund
from and against any and all losses and liabilities that any one
or more of them may incur, including without limitation
reasonable attorneys' fees, expenses and costs arising out of or
related to the performance or non-performance of Sub-Transfer
Agent or any of its delegatees of its responsibilities under this
Agreement; excluding, however, any such claims, suits, loss,
damage or costs caused by, contributed to or arising from any
noncompliance by any of the Funds with their obligations under
this Agreement, as to which the Funds shall indemnify, hod
harmless and defend Sub-Transfer Agent on the same basis as set
forth above.
8. Termination
With respect to any Fund, this Agreement may be terminated at any
time by Sub-Transfer Agent or that Fund upon 30 days written
notice. The provisions of paragraphs 4 and 7 shall continue in
full force and effect after termination of this Agreement.
9. Addition of funds
In addition to the Funds, any other mutual fund sponsored by
Xxxxx Xxxxxx Inc. or its affiliates may become a party to this
Agreement by having this Agreement executed on its behalf.
10. Miscellaneous
This Agreement represents the entire agreement between the
parties with regard to the matters described herein, and may not
be modified or amended except by written instrument executed by
all parties. This Agreement may not assigned by any party hereto
without the prior written consent of the other parties. This
Agreement is made and shall be construed under the laws of the
State of New York. This Agreement supersedes all previous
agreements and understandings between the parties with respect to
its subject matter. If any provision of the Agreement shall be
held or made invalid by a statute, rule, regulation, decision of
a tribunal or otherwise, the remainder of the Agreement shall not
be affected thereby. No Fund shall be responsible for the
liabilities or any other Fund hereunder.
IN WITNESS HEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
XXXXX BARENEY FUND PFS SHAREHOLDER SERVICES
By:______________________________ By:
___________________________
Title:_____________________________
Title:__________________________