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Ex-99.9
TRANSFER AGENCY AGREEMENT
Agreement made as of the 5th day of August ,
1985 between MEILL XXXXX CALIFORNIA MUNICIPAL SERIES TRUST ,a
Massachusetts business trust organized and existing under
the laws of the Commonwealth of Massachusetts, having its
principal office and place of business at
(hereinafter referred to as
the "Fund"), and THE BANK OF NEW YORK, a Now York corpo-
ration authorized to do a banking business, having its prin-
cipal office and place of business at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Trans-
fer Agent").
W I T N E S S E T H
That for and in consideration of the mutual promises
hereinafter set forth, the parties hereto covenant and agree
as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement,, the following words
and phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so
named in a Certificate. From time to time the Fund may
amend a previously delivered Certificate by delivering to
the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by
this Agreement to be given to the Transfer Agent by the Fund
which is signed by any officer, as hereinafter defined, and
actually received by the Transfer Agent.
3. "Custodian" shall mean The Bank of New York, as
custodian under the terms and conditions of the Custody
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Agreement between The Bank of New York and the Fund# or its
successors.
4. "Fund Business Day' shall be deemed to be each day
on which the New York Stock Exchange, Inc. is open for
trading.
5. 'Officer' shall be deemed to be the Fund's Chair-
man of the Board, the Fund's President, any Vice President
of the Fund, the Fund's Secretary or Clerk, the Fund's
Treasurer, the Fund's Controller, any Assistant Controller
of the Fund, any Assistant Treasurer of the Fund, and any
other person duly authorized by the Board of Trustees of the
Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and named in the
Certificate annexed hereto as Appendix A, as such Certifi-
cate may be amended from time to time, and any person
reasonably believed by the Transfer Agent to be such a
person.
6. "Series" shall mean the various portfolios of the
Fund as described from time to time in the current and
effective Prospectus.
7. "Shares" shall mean all or any part of each class
of the shares of beneficial interest of the Fund listed in
the Certificate annexed hereto as Appendix B, as may be
amended from time to time, which from time to time are
authorized and/or issued by the Fund.
8. "Prospectus" shall mean the last Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration
statement under the Federal Securities Act of 1933 has
become effective, including the statement of Additional
Information incorporated by reference therein.
9. "Transfer Agent" shall mean The Bank of New York,
as transfer agent and dividend disbursing agent under the
terms and conditions of this Agreement, its successors or
assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Fund hereby constitutes and appoints the
Transfer Agent as transfer agent of all the Shares of the
Fund and as dividend disbursing agent during the period of
this Agreement.
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2 The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform the duties thereof as hereinafter set forth.
3. in connection with such appointment, the Fund
shall deliver the following documents to the Transfer Agent:
(a) A certified copy of the Declaration of Trust
of the Fund and all amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
(c) A certified copy of a resolution of the Trus-
tees of the Fund appointing the Transfer Agent and authoriz-
ing the execution of this Transfer Agency Agreement;
(d) A Certificate signed by the Secretary or
Clerk of the Fund specifying with respect to each Series:
the number of authorized Shares, the number of such author-
ized Shares issued, and the number of such authorized Shares
issued and currently outstanding, the names and specimen
signatures of the officers of the Fund, and the name and
address of the legal counsel for the Fund;
(e) Specimen Share certificates for each class of
Shares in the form approved by the Board of Trustees of the
Fund, together with a certificate signed by the Secretary or
Clerk of the Fund as to such approval;
(f) Copies of the Fund's Registration Statement,
as amended to date, and the most recently filed Post-Effec-
tive Amendment thereto, filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Company Act of
1940, as amended, together with any applications filed in
connection therewith; and
(g) opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and non-assessable and
the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable federal law or regula-
tion (i.e., if subject to registration, that they have been
registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor).
4. The Fund shall furnish the Transfer Agent with a
sufficient supply of blank Share certificates and from time
to time will renew such supply upon request of the Transfer
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Agent. Such blank Share certificates shall be properly
signed, by facsimile or otherwise,, by officers of the Fund
authorized by law or by the by-laws to sign share certifi-
xxxxx, and, if required, shall bear the seal or facsimile
thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Fund shall deliver to the Transfer Agent the
following documents on or before the effective date of any
increase or decrease in the total number of Shares autho-
rized to be issued:
(a) A certified copy of the amendment to the
Declaration of Trust giving effect to such increase or
decrease;
(b) In the case of an increase, an opinion of
counsel for the Fund with respect to the validity of the
Shares of the Fund and the status of such Shares under the
Securities Act Of 1933, as amended, and any other applicable
federal law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appoint-
ment of the Transfer Agent was theretofore expressly limit-
ed, a certified copy of a resolution of the Board of
Trustees of the Fund increasing the authority of the
Transfer Agent.
2. Prior to the issuance of any additional Shares of
the Fund pursuant to stock dividends or stock splits, etc.,
and prior to any reduction in the number of shares outstand-
ing, the Fund shall deliver the following documents to the
Transfer Agent:
(a) A certified copy of the resolutions) adopted
by the Board of Trustees and/or the shareholders of the Fund
authorizing such issuance of additional Shares of the Fund
or such reduction, as the case may be, and
(b) An opinion of counsel for the Fund with
respect to the validity of the Shares of the Fund and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
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(i.e., if subject to registration that they have been
registered and that the Registration Statement has become
effective, or, if exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapi-
talization or other capital adjustment requiring a change in
the form of Share certificates, the Transfer Agent will
issue Share certificates in the new form in exchange.for, or
upon transfer of, outstanding Share certificates in the old
form, upon receiving:
(a) A Certificate authorizing the issuance of
Share certificates in the new form;
(b) A certified copy of any amendment to the
Declaration of Trust with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Trustees of
the Fund, with a Certificate signed by the Secretary or
Clerk of the Fund as to such approval; and
(d) An opinion of counsel for the Fund with res-
pect to the validity of the Shares in the new form and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund shall furnish the Transfer Agent with a
sufficient supply of blank Share certificates in the new
form, and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certi-
ficates shall be properly signed by officers of the Fund
authorized by law or by the by-laws to sign Share certifi-
xxxxx and, if required shall bear the seal of the Fund or
facsimile thereof. The Fund agrees to indemnify and
exonerate, save and hold the Transfer Agent harmless, from
and against any and all claims or demands that may be
asserted against the Transfer Agent with respect to the
genuineness of any Share certificate supplied to the Trans-
fer Agent pursuant to this section.
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ARTICLE V
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, each
(i) purchase order received from a purchaser, or share-
holder, whether or not an Approved Institution, and (ii)
redemption request either received from a shareholder,
whether or not an Approved Institution, or contained in a
Certificate, provided, that (A) such purchase order or
redemption request, as the case may be, is reasonably
believed by the Transfer Agent to be in conformity with the
Fund's purchase and redemption procedures described in the
Prospectus, and (B) the Transfer Agent has agreed to accept
and act in accordance with such type of purchase order or
redemption request, as the case may be.
(b) The Transfer Agent shall also accept with
respect to each Fund Business Day, at such times as are
agreed upon from time to time by the Transfer Agent and the
Fund, a computer tape consistent in all respects with the
Transfer Agent's tape layout package, as amended from time
to time, which is believed by the Transfer Agent to be
furnished by or on behalf of any Approved Institution.
2. On each Fund Business Day the Transfer Agent
shall, as of the time at which the Fund computes the net
asset value of each Series, issue to, and redeem from, the
accounts specified in a purchase order, redemption request,
or computer tape which in accordance with the Prospectus is
effective on such Fund Business Day the appropriate number
of full and fractional Shares based on the net asset value
per Share of such Series specified in an advice received on
such Fund Business Day from the Fund. Notwithstanding the
foregoing, if a redemption specified in a computer tape is
for a dollar value of Shares in excess of the dollar value
of uncertificated Shares in the specified account, the
Transfer Agent shall not effect such redemption in whole or
part, and shall orally advise both the Fund and the Approved
Institution which supplied such tape of such discrepancy.
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3. The Transfer Agent shall, as of each Fund Business
Day specified in a Certificate or resolution described in
paragraph I of succeeding Article VI, issue Shares of a
Series, based on the net asset value per Share of such
Series specified in an advice received from the Fund on such
Fund Business Day, in connection with a reinvestment of a
dividend or distribution on Shares of such Series.
4. on each Fund Business Day the Transfer Agent shall
supply the Fund with a statement specifying with respect to
the immediately preceding Fund Business Day: the total
number of Shares of each Series (including fractional
Shares) issued and outstanding at the opening of business on
such day; the total number of Shares of each Series sold to
The Bank of New York, as agent for the purchasers, on such
day, pursuant to preceding paragraph 2 of this Article; the
total number of Shares of each Series redeemed by The Bank
of New York, as agent for the respective redeeming share-
holders, on such day; the total number of Shares of each
Series, if any, sold to The Bank of New York, as agent for
shareholders, on such day pursuant to preceding paragraph 3
of this Article, and the total number of Shares of each
Series issued and outstanding. On the same day such state-
ment is received by the Fund, the Fund shall confirm the
information contained therein by delivering to the Transfer
Agent a Certificate with respect to the same.
5. In connection with each purchase and each redemp-
tion of Shares, the Transfer Agent shall send such state-
ments as are described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available, and if
specifically requested in writing by any shareholder or if
otherwise required hereunder, the Transfer Agent will coun-
tersign, issue and mail by not less than first class insured
mail, to such shareholder at the address set forth in the
records of the Transfer Agent, a Share certificate for any
full Shares requested.
6. As of each Fund Business Day the Transfer Agent
shall furnish the Custodian with an advice setting forth the
number and dollar amount of Shares to be redeemed on such
Fund Business Day in accordance with paragraph 2 of this
Article.
7. Upon receipt of moneys paid to it by the Custodian
in connection with a redemption of Shares, the Transfer
Agent shall cancel the redeemed Shares and after making
appropriate deduction for any withholding of taxes required
of it by applicable law (a) in the case of a redemption of
Shares pursuant to a redemption described in preceding para-
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graph l(a)of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in
the Prospectus, and (b) in the case of a redemption of
Shares pursuant to a computer tape described in preceding
paragraph l(b) of the Article, make payment by directing a
federal funds wire order to the account previously design-
ated by the Approved Institution specified in said computer
tape.
8. The Transfer Agent shall not be required to issue
any Shares after it has received from an officer of the Fund
or from an appropriate federal or state authority written
notification that the sale of Shares has been suspended or
discontinued, and the Transfer Agent shall be entitled to
rely upon such written notification.
9. Upon the issuance of any Shares in accordance with
this Agreement the Transfer Agent shall not be responsible
for the payment of any original issue or other taxes
required to be paid by the Fund in connection with such
issuance of any Shares.
10. Shares which are subject to restriction on trans-
fer or redemption (including, without limitation, Shares
acquired pursuant to a restrictive investment representa-
tion, Shares held by controlling persons, Shares subject to
shareholder's agreements, etc.), other than the general
restrictions on the transferability of the shares described
in the Prospectus, must be issued in Share certificate form
and must be stamped on the face thereof with a legend
describing the extent and conditions of the restriction or
referring to the source of such restriction, and shall be so
issued and so legended by the Transfer Agent only if the
Fund so directs in a Certificate. Legended Shares may not
be transferred or redeemed except upon receipt by the
Transfer Agent of an opinion of counsel for the Fund stating
that such transfer or redemption is in accordance with
applicable law, and may be properly effected. The Transfer
Agent shall be entitled to rely upon such opinion and shall
be indemnified by the Fund for any transfer or redemption
made in reliance upon any such opinion.
11. The Transfer Agent shall accept a computer tape
consistent with the Transfer Agent's tape layout package, as
amended from time to time, which is reasonably believed by
the Transfer Agent to be furnished by or on behalf of any
Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of
such Approved Institution to another such account, and shall
effect the transfers specified in said computer tape.
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12. (a) Except as otherwise provided in sub-paragraph
(b) of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates,
where no administration is contemplated, the Transfer Agent
may, when furnished with an appropriate surety bond, and
without further approval of the Fund, transfer or redeem
Shares registered in the name of a decedent where the cur-
rent market value of the Shares being transferred does not
exceed such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or instruc-
tions is valid and genuine, and for that purpose it will
require, unless otherwise instructed by an authorized
officer of the Fund, a guarantee of signature by a member
firm of a National Securities Exchange or by a bank or trust
company acceptable to the Transfer Agent. The Transfer
Agent also reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make
transfers or redemptions which the Transfer Agent, in its
judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to
such transfer or redemption. The Transfer Agent may, in
effecting transfers and redemptions of Shares, rely upon
those provisions of the Uniform Act for the Simplification
of Fiduciary Security Transfers or the Uniform Commercial
Coder as the same may be amended from time to time, applic-
able to the transfer of securities, and the Fund shall
indemnify the Transfer Agent for any act done or omitted by
it in good faith in reliance upon such laws.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances, endorse-
ments or guarantees including, without limitation, any
signature guarantees, in connection with a redemption, or
transfer, of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
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13. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any
transfer of any Shares pursuant to paragraph 11 of this
Article or any redemption of any Shares pursuant to a
computer tape described in this Article, any documents,
including, without limitation, any documents of the kind
described in sub-paragraph (a) of paragraph 12 of this
Article, to evidence the authority of the person requesting
the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in
accordance with the applicable provisions of this Article.
14. (a) As used in this Agreement, the terms
"computer tape" and "computer tape believed by the Transfer
Agent to be furnished by an Approved Institution", shall
include any tapes generated by the Transfer Agent to reflect
information believed by the Transfer Agent to have been
inputted by an Approved Institution, via a remote terminal
or other similar link, into a data processing, storage, or
collection system, or similar system (the "System"), located
on the Transfer Agent's premises. For purposes of paragraph
1 of this Article, such a computer tape shall be deemed to
have been furnished at such times as are agreed upon from
time to time by the Transfer Agent and Fund only if the
information reflected thereon was inputted into the System
at such times as are agreed upon from time to time by the
Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved Insti-
tution to input information into a System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a
copy of a resolution of its Board of Trustees, certified by
the Secretary or Clerk or any Assistant Secretary or Xxxxx-
xxxx Clerk, either (i) setting forth with respect to a
Series the date of the declaration of a dividend or distri-
bution, the date of accrual or payment, as the case may be,
thereof, the record date as of which Shareholders entitled
to payment, or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distri-
bution, the payment date on which all previously accrued and
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unpaid dividends are to be paid,, and the total amount, if
any, payable to the Transfer Agent on such payment dater or
(ii) authorizing the declaration of dividends and distribu-
tions on a daily or other periodic basis and authorizing the
Transfer Agent to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.
2. Upon the payment date specified in such Certifi-
cate or resolution, as the case may be, the Fund shall, in
the case of a cash dividend or distribution, cause the
Custodian to pay to the Transfer Agent an amount of cash, if
any, sufficient for the Transfer Agent to make the payment,
if any, specified in such Certificate or resolution, as the
case may be, to the Shareholders of record as of such pay-
ment date. The Transfer Agent will, upon receipt of any
such cash, make payment of such cash dividends or distribu-
tions to the Shareholders of record as of the record date
by: (i) mailing a check, payable to the registered share-
holder, to the address of record or dividend mailing
address, or (ii) wiring such amounts to the accounts pre-
viously designated by an Approved Institution, as the case
may be. The Transfer Agent shall not be liable for any
improper payments made in accordance with a Certificate or
resolution described in the preceding paragraph. If the
Transfer Agent shall not receive from the Custodian suffi-
cient cash to make payments of any cash dividend or distri-
bution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund,
withhold payment to all shareholders of record as of the
record date until sufficient cash is provided to the
Transfer Agent.
3. It is understood that the Transfer Agent shall in
no way be responsible for the determination of the rate or
form of dividends or capital gain distributions due to the
shareholders.
4. It is understood that the Transfer Agent shall
file such appropriate information returns concerning the
payment of dividends and capital gain distributions with the
proper federal, state and local authorities as are required
by law to be filed by the Fund but shall in no way be res-
ponsible for the collection or withholding of taxes due on
such dividends or distributions due to shareholders, except
and only to the extent, required of it by applicable law.
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ARTICLE VII
CONCERNING THE FUND
1. The Fund shall promptly deliver to the Transfer
Agent written notice of any change in the officers authoriz-
ed to sign Share certificates, Certificates, notifications
or requests, together with a specimen signature of each new
officer. In the event any officer who shall have signed
manually or whose facsimile signature shall have been
affixed to blank Share certificates shall die, resign or be
removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the
Fund shall promptly deliver to the Transfer Agent such
approval, adoption or ratification as may be required by
law.
2. Each copy of the Declaration of Trust of the Fund
and copies of all amendments thereto shall be certified by
the Secretary of State (or other appropriate official) of
the state of organization, and if such Declaration of Trust
and/or amendments are required by law also to be filed with
a county or other officer or official body, a certificate of
such filing shall be filed with a certified copy submitted
to the Transfer Agent. Each copy of the By-Laws and copies
of all amendments thereto, and copies of resolutions of the
Board of Trustees of the Fund, shall be certified by the
Secretary or Clerk of the Fund under the seal.
3. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until it is actually received
by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent shall not be liable and shall
be fully protected in acting upon any computer tape, writing
or document reasonably believed by it to be genuine and to
have been signed or made by the proper person or persons and
shall not be held to have any notice of any change of autho-
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rity of any person until receipt of written notice thereof
from the Fund or such person. It shall also be protected in
processing Share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the
officers of the Fund and the proper countersignature of the
Transfer Agent.
2. The Transfer Agent may establish such additional
procedures, rules and regulations governing the transfer or
registration of certificates of stock as it may deem advis-
able and consistent with such rules and regulations general-
ly adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are
specified in Appendix C hereto in the form and manner, and
for such period, as it may deem advisable but not inconsis-
tent with the rules and regulations of appropriate govern-
ment authorities, in particular Rules 3la-2 and 31a-3 under
the federal Investment Company Act as amended from time to
time. The Transfer Agent may deliver to the Fund from time
to time at its discretion, for safekeeping or disposition by
the Fund in accordance with law, such records, papers, Share
certificates which have been cancelled in transfer, exchange
or redemption, or other documents accumulated in the exe-
cution of its duties as such Transfer Agent, as the Transfer
Agent may deem expedient, other than those which the Trans-
fer Agent is itself required to maintain pursuant to applic-
able laws and regulations, and the Fund shall assume all
responsibility for any failure thereafter to produce any
record, paper, cancelled Share certificate, or other docu-
ment so returned, if and when required. The records speci-
fied in Appendix C hereto maintained by the Transfer Agent
pursuant to this paragraph 3, which have not been previously
delivered to the Fund pursuant to the foregoing provisions
of this paragraph 3, shall be considered to be the property
of the Fund, shall be made available upon request for
inspection by the officers, employees, and auditors of the
Fund, and records shall be delivered to the Fund upon
request and in any event upon the date of termination of
this Agreement, as specified in Article IX of this Agree-
ment, in the form and manner kept by the Transfer Agent on
such date of termination or such earlier date as may be
requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-
in-fact at the expense of the Fund, and shall not be liable
for any loss or expense &rising out of, or in connection
with,, the actions or omissions to act of its agents or
attorneys-in-fact so long as the Transfer Agent acts in good
faith and without negligence or willful misconduct in con-
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nection with the selection of such agents or attorneys-in-
fact.
5 . The Transfer Agent shall not be liable for any
loss or damage, including counsel fees, resulting from its
actions or omissions to act or otherwise, except for any
loss or damage arising out of its own failure to act in
goodfaith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabil-
ities of any and every nature which the Transfer Agent may
sustain or incur or which may be asserted against the Trans-
fer Agent by any person by reason of or as a result of any
action taken or omitted to be taken by the Transfer' Agent in
good faith and without negligence or willful misconduct or
in reliance upon (i) any provision of this Agreement; (ii)
the Prospectus; (iii) any instruction or order including,
without limitation, any computer tape reasonably believed by
the Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized officer of
the Fund; (v) any certificate or other instructions of an
officer; or (vi) any opinion of legal counsel for the Fund
or the Transfer Agent. The Fund shall indemnify and exoner-
ate, save and hold the Transfer Agent harmless from and
against any and all claims (whether with or without basis in
fact or law), demands, expenses (including attorney's fees)
and liabilities of any and every nature which the Transfer
Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of or as a result
of any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
7. Specifically, but not by way of limitation, the
Fund shall indemnify and exonerate, save and hold the Trans-
fer Agent harmless from and against any and all claims
(whether with or without basis in fact or law), demands,
expenses (including attorney's fees) and liabilities of any
and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by
any person in connection with the genuineness of a Share
certificate the Transfer Agent's capacity and authorization
to issue Shares and the form and amount of authorized
Shares.
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8 Notwithstanding the foregoing, the Transfer Agent
shall be liable to the Fund with respect to any redemption
check which the Transfer Agent pays on which the signature
of the drawer is forged, but only to the extent of the
lesser of (a) the amount of such redemption check minus
$2,500.00 and (b) the amount of insurance proceeds received
by the Transfer Agent with respect to such redemption check,
and only if, and for so long as, each of the following
conditions is satisfied: (i) insurance with respect to
Fund redemption checks is maintained by the Transfer Agent,
and (ii) the Fund pays to the Transfer Agent monthly the
amount which the Transfer Agent determines to be the Fund's
pro rata share of the cost of such insurance coverage. The
Fund agrees that the insurance may be discontinued or
cancelled without any prior notices, and that the Transfer
Agent shall at all times have the absolute right, without
any prior notice to the Fund, to cease to maintain such
insurance, and the Transfer Agent agrees to notify the Fund
promptly upon cancelling or discontinuing any such insurance
or upon learning of any such cancellation or discontinuance.
In the event such insurance is not maintained, or in the
event the Fund does not pay monthly to the Transfer Agent
the amount which the Transfer Agent determines to be the
Fund's pro rata share of the cost of such insurance cover-
age, the Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its paying or
not paying any redemption check, unless such loss or damage
arises out of the Transfer Agent's failure to use good
faith, negligence or willful misconduct.
9. At any time the Transfer Agent may apply to an
officer of the Fund for written instructions with respect to
any matter arising in connection with the Transfer Agent's
duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or
permitted by it in good faith in accordance with such writ-
ten instructions. Such application by the Transfer Agent
for written instructions from an officer of the Fund may, at
the option of the Transfer Agent, set forth in writing any
action proposed to be taken or omitted by the Transfer Agent
with respect to its duties or obligations under this Agree-
ment and the date on and/or after which such action shall be
taken, and the Transfer Agent shall not be liable for any
action taken or omitted in accordance with a proposal
included in any such application on or after the date speci-
fied therein unless, prior to taking or omitting any such
action, the Transfer Agent has received written instructions
in response to such application specifying the action to be
taken or omitted. The Transfer Agent may consult counsel to
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16
the Fund, or its own counsel, at the expense of the Fund and
shall be fully protected with respect to anything done or
omitted by it in good faith in accordance with the advice or
opinion of counsel to the Fund or its own counsel.
10. When mail is used for delivery of non-negotiable
Share certificates,, the value of which does not exceed the
limits of the Transfer Agent's Blanket Bond,, the Transfer
Agent shall send such non-negotiable Share certificates by
first class mail, and such deliveries will be covered while
in transit by the Transfer Agent's Blanket Bond. Non-
negotiable Share certificates, the value of which exceed the
limits of the Transfer Agent's Blanket Bond, will be sent by
insured registered mail. Negotiable Share certificates will
be sent by insured registered mail. The Transfer Agent
shall advise the Fund of any Share certificates returned as
undelivered after being mailed as herein provided for.
11. The Transfer Agent may issue new Share certifi-
xxxxx in place of Share certificates represented to have
been lost, stolen, or destroyed upon receiving instructions
in writing from an officer and indemnity satisfactory to the
Transfer Agent. Such instructions from the Fund shall be in
such form as approved by the Board of Trustees of the Fund
in accordance with the provisions of law or of the By-Laws
of the Fund governing such matters. If the Transfer Agent
receives written notification from the owner of the lost,
destroyed, or stolen Share certificate within a reasonable
time after he has notice of it, the Transfer Agent shall
promptly notify the Fund and shall act pursuant to written
instructions signed by an officer. If the Fund receives
such written notification from the owner of the lost,
destroyed or stolen Share certificate within a reasonable
time af ter he has notice of it, the Fund shall promptly
notify the Transfer Agent and the Transfer Agent shall act
pursuant to written instructions signed by an officer. The
Transfer Agent shall not be liable for any act done or omit-
xxx by it pursuant to the written instructions described
herein. The Transfer Agent may issue new Share certificates
in exchange for, and upon surrender of, mutilated Share cer-
tificates.
12. The Transfer Agent will issue and mail subscrip-
tion warrants for Shares of beneficial interest, Shares
representing stock dividends, exchanges or splits, or act as
conversion agent upon receiving written instructions from an
officer and such other documents as the Transfer Agent may
deem necessary.
13. The Transfer Agent will supply shareholder lists
to the Fund from time to time upon receiving a request
therefor from an officer of the Fund.
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14. In case of any requests or demands for the inspec-
tion of the shareholder records of the Fund, the Transfer
Agent will endeavor to notify the Fund and to secure
instructions from an officer as to such inspection. The
Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it receives an
opinion from its counsel that there is a reasonable likeli-
hood that the Transfer Agent will be held liable for the
failure to exhibit the shareholder records to such person.
15. At the request of an officer, the Transfer Agent
will address and mail such appropriate notices to share-
holders as the Fund may direct.
16. Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any
Shares, the sufficiency of the amount to be received there-
for, or the authority of the Approved Institution or of the
Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any divi-
dend by the Fund, or the legality of the issue of any Shares
in payment of any stock dividend; or
(d) The legality of any recapitalization or read-
justment of the Shares.
17. The Transfer Agent shall be entitled to receive
and the Fund hereby agrees to pay to the Transfer Agent for
its performance hereunder, including its performance of the
duties and functions set forth in Appendix C hereto, (i) its
reasonable out-of-pocket expenses (including legal expenses
and attorney's fees) incurred in connection with this Agree-
ment and its performance hereunder and (ii) such compen-
sation as may be agreed upon in writing from time to time by
the Transfer Agent and the Fund.
18. The Transfer Agent shall have no duties or respon-
sibilities whatsoever except such duties and responsibili-
ties as are specifically set forth in this Agreement, and no
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covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agree-
ment by giving to the other party a notice in writing speci-
fying the date of such termination, which shall be not less
than 90 days after the date of receipt of such notice. In
the event such notice is given by the Fund, it shall be
accompanied by a copy of a resolution of the Board of
Trustees of the Fund, certified by the Secretary or Clerk or
any Assistant Secretary or Assistant Clerk, electing to
terminate this Agreement and designating a successor trans-
fer agent or transfer agents. In the event such notice is
given by the Transfer Agent, the Fund shall, on or before
the termination date, deliver to the Transfer Agent a copy
of a resolution of its Board of Trustees certified by the
Secretary or Clerk or any Assistant Secretary or Assistant
Clerk designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the
Transfer Agent may designate a successor transfer agent. If
the Fund fails to designate a successor transfer agent and
if the Transfer Agent is unable to find a successor transfer
agent, the Fund shall, upon the date specified in the notice
of termination of this Agreement and delivery of the records
maintained hereunder, be deemed to be its own transfer agent
and the Transfer Agent shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement.
ARTICLE X
MISCELLANEOUS
1. The Fund agrees that prior to effecting any
change in the Prospectus which would increase or alter the
duties and obligations of the Transfer Agent hereunder, it
shall advise the Transfer Agent of such proposed change at
least 30 days prior to the intended date of the same, and
shall proceed with such change only if it shall have receiv-
ed the written consent of the Transfer Agent thereto.
2. Any notice or other instrument in writing, author-
ized or required by this Agreement to be given to the Fund
- 18 -
19
shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at the address first
above written, or at such other place as the Fund may from
time to time designate in writing.
3. Any notice or other instrument in writing, autho-
rized or required by this Agreement to be given to the
Transfer Agent shall be sufficiently given if addressed to
the Transfer Agent and mailed or delivered to it at its
office at 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or
at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the formality of this Agreement, and, except
for an amendment to Appendix B or Appendix C hereto, autho-
rized or approved by a resolution of the Board of Trustees
of the Fund.
5. This Agreement shall extend to and shall be bind-
ing upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall
not be assignable by the Fund without the written consent of
the Transfer Agent.
6. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
7. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an
original; but such counterparts shall, together constitute
only one instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights
shall be granted to any other person by virtue of this
Agreement.
9. A copy of the Declaration of Trust of the Fund is
on file with the Secretary of The Commonwealth of Massa-
chusetts, and notice is hereby given that this instrument is
executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of
this instrument are not binding upon the Board of Trustees
or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers,
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thereunto duly authorized and their respective seals to be
hereunto affixed, as of the day and year first above writ-
ten.
Attest: By /s/ Xxxxxx X. Xxxxxxx
-----------------------
THE BANK OF NEW YORK
Attest:/s/ By:/s/
----------------------
20
21
STATE OF NEW YORK
ss.:
COUNTY OF NEW YORK
On this day of ,198 , before me
personally appeared to me known, who,
being by me duly sworn, said that he/she is a
of THE BANK OF NEW YORK,, a corporation described in and
which executed the foregoing instrument; that he/she knows
the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and
that he/she signed his/her name thereto by like authority.
------------------------
Notary Public
22
STATE OF
ss.:
COUNTY OF
On this day of ,198 , before me
personally appeared to me known, who,
being by me duly sworn, said that he/she is a of
, the Massachusetts business trust
described in and which executed the foregoing instrument;
that he/she knows the seal of said trust; that the seal
affixed to said instrument is such seal; that it was so
affixed by authority of the Trustees of said trust, and that
he/she signed his/her name thereto by like authority.
-------------------
Notary Public
23
TRANSFER AGENCY AGREEMENT
APPENDIX A
I, ,President and I,
of ,
a Massachusetts business trust, (the "Fund") , do hereby
certify that:
The following individuals have been duly authorized by
the Board of Trustees of the Fund in conformity with the
Fund's Declaration of Trust and By-Laws to execute any
Certificate, instruction, notice or other instrument,
including an amendment to Appendix B hereto, or to give oral
instructions on behalf of the Fund, and the signatures set
forth opposite their respective names and their true and
correct signatures.
Name Signature
--------------------- ----------------------
--------------------- ----------------------
24
TRANSFER AGENCY AGREEMENT
APPENDIX B
I, ,President and I,
of ,
a Massachusetts business turst, (the "Fund") , do hereby
certify that:
The following is a list of the Series of the Fund
issued and/or authorized by the Fund as of the date of this
Transfer Agency Agreement:
25
AGENCY AGREEMENT
Appendix D
CONTINGENT DEFERRED SALES
CHARGE; RULE 12b-1
1 Transfer Agent shall maintain such records as may
permit the imposition of the contingent deferred sales charge
described in the Prospectus, including such reports as may be
reasonably requested by the Fund with respect to such Shares as
may be subject to a contingent deferred sales charge.
2. Upon the redemption of Shares subject to such contingent
deferred sales charge, the Transfer Agent shall calculate and
deduct from the redemption proceeds thereof the amount of such
charge in the manner set forth in the Prospectus. The Transfer
Agent shall pay, on behalf of Xxxxxxx Xxxxx Funds Distributor,
Inc. ("MLFD"), to Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx
Incorporated ("MLPF&S") such deducted contingent deferred sales
charges imposed upon all shares maintained in the name of, or the
name of a nominee of, MLPF&S, or maintained in the name of an
account identified as a customer account of MLPF&S. Contingent
deferred sales charges imposed upon any other Shares shall be paid
by the Transfer Agent to MLFD.
3. The Transfer Agent shall maintain such records and
product such reports as may permit the Fund to administer the
Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 as described in the Prospectus with respect to
Shares hold at the Transfer Agent in the name of, or in the name
of a nominee of MLPF&S or maintained in the name of an account
identified as a customer account of MLPF&S.
26
Schedule of Fees
The Fund will pay to FDS an annual fee of $11.00 per Class A and Class
D Shareholder Account and $14.00 per Class B and Class C Shareholder Account in
addition to reimbursement for the out- of-pocket expenses incurred by FDS
pursuant to this Agreement.
8
