EXHIBIT 99.(h)(3)
TRANSFER AGENCY AGREEMENT
AGREEMENT dated the 16th day of December, 2002, by and between Xxxxxxx
Investment Services Company, a Delaware corporation ("Service Company"), and
each Registered Investment Company listed in Exhibit A attached hereto (each a
"Fund" or "Trust" or "Investment Company" as the case may be; collectively, the
"Funds" or "Investment Companies").
WHEREAS, the Funds want to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, and the Service Company wants to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Documents to be Filed with Appointment. In connection with the
appointment of Service Company as Transfer Agent and Dividend Disbursing
Agent for the Funds and Investment Companies, there will be filed with
Service Company the following documents:
A. A certified copy of the resolutions of the Board of Trustees or
Board of Directors of the Investment Companies (the "Board")
appointing Service Company as Transfer Agent and Dividend
Disbursing Agent, approving the form of this Agreement, and
designating certain persons to give written instructions and
requests on behalf of the Funds.
B. A certified copy of the resolutions of the Board of Trustees or
Board of Directors of the Funds appointing Service Company as
Transfer Agent and Dividend Disbursing Agent, approving the form
of this Agreement, and designating certain persons to give
written instructions and requests on behalf of the Funds.
C. A certified copy of the Funds' Articles of Incorporation, and
any amendments thereto.
D. A certified copy of the Bylaws of the Funds.
E. Copies of Registration Statements filed with the Securities and
Exchange Commission.
F. Specimens of all forms of outstanding share certificates as
approved by the Board of Trustees or Board of Directors of the
Funds, with a certificate of the Secretary of the Funds as to
such approval.
G. Specimens of the signatures of the officers of the Funds
authorized to sign share certificates and individuals authorized
to sign written instructions and requests on behalf of the
Funds.
I. An opinion of counsel for the Funds:
(1) With respect to Funds' organization and existence under
the laws of the governing jurisdiction where each entity
was formed.
(2) With respect to the status of all shares of the Funds
covered by this appointment under the Securities Act of
1933, and any other applicable federal or state statute.
(3) To the effect that all issued shares are, and all
unissued shares will be when issued, validly issued,
fully paid and non-assessable.
2. Certain Representations and Warranties of Service Company. Service
Company represents and warrants to the Funds that:
A. It is a corporation duly organized and existing and in
good standing under the laws of the State of Delaware.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its
Certificate of Incorporation and Bylaws to enter into
and perform the services contemplated in this Agreement.
D. All requisite corporate action has been taken to
authorize it to enter into and perform this Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to perform
its duties and obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer
agent under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of the Funds. The Funds represent
and warrant to Service Company that:
A. It is duly organized and in good standing under the laws
of the jurisdiction where it was formed.
B. It is an investment company registered under the
Investment Company Act of 1940.
C. A registration statement under the Securities Act of
1933 has been filed and will be effective with respect
to all shares of the Funds being offered for sale at any
time and from time to time.
D. All requisite steps have been or will be taken to
register Funds' shares for sale in all applicable
states, including the District of Columbia.
E. The Trustees of the Funds are empowered under applicable
laws and by the Articles of Incorporation and Bylaws to
enter into and perform this Agreement.
F. The Board of Directors of the Funds are empowered under
applicable laws and by the Funds' Articles of
Incorporation and Bylaws to enter into and perform this
Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement,
the Funds hereby employs and appoints Service Company as
Transfer Agent and Dividend Disbursing Agent effective
the date hereof.
B. Service Company hereby accepts such employment and
appointment and agrees that it will act as Funds'
Transfer Agent and Dividend Disbursing Agent. Service
Company agrees that it will also act as agent in
connection with the Funds' periodic withdrawal payment
accounts and other open-account or similar plans for
shareholders, if any.
C. Service Company agrees to provide the necessary
facilities, equipment and personnel to perform its
duties and obligations hereunder in accordance with
industry practice.
D. The Funds' agree to use all reasonable efforts to
deliver to Service Company in Kansas City, Missouri, as
soon as they are available, all its shareholder account
records.
E. Subject to the provisions of Sections 20 and 21 hereof,
Service Company agrees that it will perform all the
usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent and as agent for the various
shareholder accounts, including, without limitation, the
following: issuing, transferring and canceling share
certificates, maintaining all shareholder accounts,
preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder
reports and prospectuses, withholding federal income
taxes, preparing and mailing checks for disbursement of
income and capital gains dividends, preparing and filing
all required U.S. Treasury Department information
returns for all shareholders, preparing and mailing
confirmation forms to shareholders and dealers with
respect to all purchases and liquidations of the Trusts'
and Funds' shares and other transactions in shareholder
accounts for which confirmations are required, recording
reinvestments of dividends and
distributions in the Trusts' and Funds' shares,
recording redemptions of Trusts' and Funds' shares and
preparing and mailing checks for payments upon
redemption and for disbursements to systematic
withdrawal plan shareholders.
F. Service Company agrees to comply with the provisions of
the USA PATRIOT Act and the BSAct, as they relate to the
Funds and Companies. Service Company further agrees to
establish and implement an Anti-Money Laundering
Program, as defined in Setion 352 of the USA PATRIOT
Act. In addition to the usual and ordinary services of
Transfer Agent and Dividend Disbursing Agent set forth
in this Agreement, Service Company shall perform with
the USA PATRIOT Act and the BSAct, including but not
limited to implementing policies and procedures,
maintaining books and records and responding to requests
for information pursuant to the USA PATRIOT Act and the
BSAct.
5. Compensation and Expenses.
A. In consideration for the services provided hereunder by
Service Company as Transfer Agent and Dividend
Disbursing Agent, Funds' will pay to Service Company
from time to time compensation as agreed upon for all
services rendered as Agent, and also, all its reasonable
out-of-pocket expenses and other disbursements incurred
in connection with the agency. Such compensation will be
set forth in a separate schedule to be agreed to by the
Funds and Service Company.
B. The Funds agree to promptly reimburse Service Company
for all reasonable out-of-pocket expenses or advances
incurred by Service Company in connection with the
performance of services under this Agreement including,
but not limited to, postage (and first class mail
insurance in connection with mailing share
certificates), envelopes, check forms, continuous forms,
forms for reports and statements, stationery, and other
similar items, telephone and telegraph charges incurred
in answering inquiries from dealers or shareholders,
microfilm used each year to record the previous year's
transactions in shareholder accounts and computer tapes
used for permanent storage of records and cost of
insertion of materials in mailing envelopes by outside
firms. Service Company may, at its option, arrange to
have various service providers submit invoices directly
to the Fund for payment of out-of-pocket expenses
reimbursable hereunder.
C. Service Company shall be contractually bound hereunder
by the terms of any publicly announced fee cap or waiver
of its fee or by the terms of any written document
provided to the Funds' Board of Trustees or Board of
Directors announcing a fee cap or waiver of its fee, or
any limitation of the Funds' expenses, as if such fee
cap, fee waiver or expense limitation were fully set
forth herein.
Except as provided herein, the terms and provisions of the
Agreement shall remain in full force and effect without
amendment.
6. Efficient Operation of Service Company System.
A. In connection with the performance of its services under
this Agreement, Service Company is responsible for the
accurate and efficient functioning of its system at all
times, including:
(1) The accuracy of the entries in Service Company's
records reflecting purchase and redemption
orders and other instructions received by
Service Company from dealers, shareholders, Fund
or its principal underwriter.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be produced
from Service Company's records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with
instructions received from Fund.
(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders, Fund or other authorized persons.
(5) The deposit daily in Funds' appropriate special
bank account of all checks and payments received
from dealers or shareholders for investment in
shares.
(6) The requiring of proper forms of instructions,
signatures and signature guarantees and any
necessary documents supporting the rightfulness
of transfers, redemptions and other shareholder
account transactions, all in conformance with
Service Company's present procedures with such
changes as may be deemed reasonably appropriate
by Service Company or as may be reasonably
approved by or on behalf of the Funds.
(7) The maintenance of a current duplicate set of
Fund's essential or required records, as agreed
upon from time to time by Fund and Service
Company, at a secure distant location, in form
available and usable forthwith in the event of
any breakdown or disaster disrupting its main
operation.
(8) Maintain records in compliance of the Uniting
and Strengthening America by Providing
Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, as may be
amended from time to time, and all regulations
promulgated pursuant thereto (collectively, the
"USA PATRIOT ACT") and the Bank Secrecy Act, as
amended, and any regulations promulgated
pursuant thereto (collectively, the "BSA"), and
particularly will maintain those records
required to be maintained pursuant to sub
paragraph (2)(iv) of paragraph (b) of Rule 31a-1
under the Investment Company Act of 1940, if
any:
(9) Establish and implement an Anti-Money Laundering
Program, as defined in Section 352 of the USA
PATRIOT ACT.
7. Indemnification.
A. The Funds shall indemnify and hold Service Company
harmless from and against any and all claims, actions,
suits, losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or
attributable to any action or omission by Service
Company pursuant to this Agreement or in connection with
the agency relationship created by this Agreement,
provided that Service Company has acted in good faith,
without negligence and without willful misconduct.
B. Service Company shall indemnify and hold Funds harmless
from and against any and all claims, actions, suits,
losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable
to any action or omission by Service Company pursuant to
this Agreement or in connection with the agency
relationship created by this Agreement, provided that
Service Company has not acted in good faith, without
negligence and without willful misconduct.
C. In order that the indemnification provisions contained
in this Section 7 shall apply, upon the assertion of a
claim for which either party (the "Indemnifying Party")
may be required to provide indemnification hereunder,
the party seeking indemnification (the "Indemnitee")
shall promptly notify the Indemnifying Party of such
assertion, and shall keep such party advised with
respect to all developments concerning such claim. The
Indemnifying Party shall be entitled to assume control
of the defense and the negotiations, if any, regarding
settlement of the claim. If the Indemnifying Party
assumes control, the Indemnitee shall have the option to
participate in the defense and negotiations of such
claim at its own expense. The Indemnitee shall in no
event confess, admit to, compromise, or settle any claim
for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of
the Indemnifying Party, which shall not be unreasonably
withheld.
8. Certain Covenants of Service Company and the Funds.
A. All requisite steps will be taken by Funds from time to
time when and as necessary to register the Funds' shares
for sale in all states in which Funds' shares shall at
the time be offered for sale and require registration.
If at any time the Fund receives notice of any stop
order or other proceeding in any such state affecting
such registration or the sale of Fund shares, or of any
stop order or other proceeding under the Federal
securities laws affecting the sale of the Fund shares,
the appropriate Fund will give prompt notice thereof to
Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to Funds
for safekeeping of share certificates, check forms, and
facsimile signature imprinting devices. Further, Service
Company agrees to carry insurance as specified in
Exhibit B hereto, with insurers reasonably acceptable to
Funds and in minimum accounts that are reasonably
acceptable to Funds, which consent shall not be
unreasonably withheld, and which will be expanded in
coverage or increased in amounts from time to time if an
when reasonably requested by Funds. If Service Company
determines that it is unable to obtain any such
insurance upon commercially reasonable terms, it shall
promptly so advise the Fund in writing. In such event,
Fund shall have the right to terminate this Agreement
upon 30 days notice.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 and Rules thereunder, Service
Company agrees that all records maintained by Service
Company relating to the services to be performed by
Service Company under this Agreement are the property of
Fund and will be preserved and will be surrendered
promptly to Fund upon request.
D. Service Company agrees to furnish Fund semi-annual
reports of its financial condition, consisting of a
balance sheet, earnings statement and any other
reasonably available financial information reasonably
requested by Fund. The annual financial statements will
be certified by Service Company's certified public
accountants.
E. Service Company represents and agrees that it will use
all reasonable efforts to keep current on the trends of
the investment company industry relating to shareholder
services and will use all reasonable efforts to continue
to modernize and improve its system without additional
cost to Fund.
F. Service Company will permit Funds and authorized
representatives to make periodic inspections of its
operations at reasonable times during business hours.
All books and records required to be maintained for the
Funds under the USA PATRIOT Act and the BSAct shall be
made available, for inspection and copying, to the U.S.
Department of
Treasury's Financial Crimes Enforcement Network and the
Securities and Exchange Commission as may be requested
pursuant to the USA PATRIOT Act and the BSAct.
G. If Service Company is prevented from complying, either
totally or in part, with any of the terms or provisions
of this Agreement, by reason of fire, flood, storm,
strike, lockout or other labor trouble, riot, war,
rebellion, accidents, acts of God, equipment, utility or
transmission failure or damage, and/or any other cause
or casualty beyond the reasonable control of Service
Company, whether similar to the foregoing matters or
not, then, upon written notice to Fund, the requirements
of this Agreement that are affected by such disability,
to the extent so affected, shall be suspended during the
period of such disability; provided, however, that
Service Company shall make reasonable effort to remove
such disability as soon as possible. During such period,
Fund may seek alternate sources of service without
liability hereunder; and Service Company will use all
reasonable efforts to assist Fund to obtain alternate
sources of service. Service Company shall have no
liability to Fund for nonperformance because of the
reasons set forth in this Section 8.G; but if a
disability that, in Fund's reasonable belief, materially
affects Service Company's ability to perform its
obligations under this Agreement continues for a period
of 30 days, then Fund shall have the right to terminate
this Agreement upon 10 days written notice to Service
Company.
9. Adjustment.
In case of any recapitalization, readjustment or other change in
the structure of the Funds, requiring a change in the form of
share certificates, Service Company will issue or register
certificates in the new form in exchange for, or in transfer of,
the outstanding certificates in the old form, upon receiving the
following:
A. Written instructions from the appropriate officer of the
Funds.
B. Certified copy of any amendment to the Funds' Articles
of Incorporation or other document effecting the change
C. Certified copy of any order or consent of each
governmental or regulatory authority required by law for
the issuance of the shares in the new form, and an
opinion of counsel that no order or consent of any other
government or regulatory authority is required.
D. Specimens of the new certificates in the form approved
by the appropriate Board of Trustees or Board of
Directors, with a certificate of the from the
appropriate Secretary of the Fund to such approval.
E. Opinion of counsel for Funds and Companies:
(1) With respect to the status of the shares of the
Funds, in the new form under the Securities Act
of 1933, and any other applicable federal or
state laws.
(2) To the effect that the issued shares in the new
form are, and all unissued shares will be when
issued, validly issued, fully paid and
non-assessable.
10. Share Certificates.
The Funds will furnish Service Company with a sufficient supply
of blank share certificates and from time to time will renew
such supply upon the request of Service Company. Such
certificates will be signed manually or by facsimile signatures
of the appropriate officers of the Funds authorized by law and
Bylaw of the appropriate Fund, and to sign share certificates
and, if required, will bear the seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
The Funds will file promptly with Service Company written notice
of any change in the officers authorized to sign share
certificates, written instructions or requests, together with
two signature cards bearing the specimen signature of each newly
authorized officer, all as certified by an appropriate officer
of the Funds. In case any officer of Funds who will have signed
manually or whose facsimile signature will have been affixed to
blank share certificates will die, resign, or be removed prior
to the issuance of such certificates, Service Company may issue
or register such share certificates as the share certificates of
the Funds notwithstanding such death, resignation, or removal,
until specifically directed to the contrary by the Funds in
writing. In the absence of such direction, Funds will file
promptly with Service Company such approval, adoption, or
ratification as may be required by law.
12. Future Amendments of Articles of Incorporation.
The Funds will promptly file with Service Company copies of all
material amendments to its respective Articles of Incorporation
and Registration Statement made after the date of this
Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time Service Company may apply to any officer of the
Funds for instructions, and may consult with legal counsel for
the Funds, at the expense of the appropriate Funds, or with its
own legal counsel at its own expense, with respect to any matter
arising in connection with the agency; and it will not be liable
for any action taken or omitted by it in good faith in reliance
upon such
instructions or upon the opinion of such counsel. Service
Company is authorized to act on the orders, directions or
instructions of such persons as the Board of Trustees or Board
of Directors shall from time to time designate by resolution.
Service Company will be protected in acting upon any paper or
document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed
by the proper person or persons; and Service Company will not be
held to have notice of any change of authority of any person so
authorized by the Funds until receipt of written notice thereof
from the appropriate Fund. Service Company will also be
protected in recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of
the officers of the Funds, and the proper countersignature of
any former Transfer Agent or Registrar, or of a Co-Transfer
Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by Service Company of its appointment as Transfer
Agent and Dividend Disbursing Agent, and all documents filed in
connection with such appointment and thereafter in connection
with the agencies, will be subject to the approval of legal
counsel for Service Company, which approval will not be
unreasonably withheld.
15. Certification of Documents.
The required copy of the Agreement and Articles of Incorporation
of Funds and copies of all amendments thereto will be certified
by the appropriate official of the jurisdiction where it was
formed; and if such Agreement and Articles of Incorporation and
amendments are required by law to be also filed with a county,
city or other officer or official body, a certificate of such
filing will appear on the certified copy submitted to Service
Company. A copy of the order or consent of each governmental or
regulatory authority required by law for the issuance of Fund
shares will be certified by the Secretary or Clerk of such
governmental or regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all amendments
thereto and copies of resolutions of the Board of Trustees or
Board of Directors will be certified by the Secretary or an
Assistant Secretary of the appropriate Fund.
16. Records.
Service Company will maintain customary records in connection
with its agency, and particularly will maintain those records
required to be maintained pursuant to sub-paragraph (2)(iv) of
paragraph (b) of Rule 31a-1 under the Investment Company Act of
1940, if any. Service Company shall create and maintain true and
complete books and records as required for the Fund by the USA
PATRIOT Act and the BSA.
17. Disposition of Books, Records and Cancelled Certificates.
Service Company will send periodically to Funds, or to where
designated by the Secretary or an Assistant Secretary of the
Funds and Companies, all books, documents, and all records no
longer deemed needed for current purposes and share certificates
which have been cancelled in transfer or in exchange, upon the
understanding that such books, documents, records, and share
certificates will not be destroyed by Funds without the consent
of Service Company (which consent will not be unreasonably
withheld), but will be safely stored for possible future
reference.
18. Provisions Relating to Service Company as Transfer Agent.
A. Service Company will make original issues of share
certificates upon written request of an officer of the
Funds, and upon being furnished with a certified copy of
a resolution of the Board of Trustees or Board of
Directors, as the case may be, authorizing such original
issue, an opinion of counsel as outlined in Section 1.G
or 9.E of this Agreement, the certificates required by
Section 10 of this Agreement and any other documents
required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, the
Funds will furnish Service Company with sufficient funds
to pay any taxes required on the original issue of the
shares. The Funds will furnish Service Company such
evidence as may be required by Service Company to show
the actual value of the shares. If no taxes are payable,
Service Company will upon request be furnished with an
opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued
in transfer, or shares accepted for redemption and funds
remitted therefor, upon surrender of the old
certificates in form deemed by Service Company properly
endorsed for transfer or redemption, and accompanied by
such documents as Service Company may deem necessary to
evidence the authority of the person making the transfer
or redemption, and bearing satisfactory evidence of the
payment of any applicable share transfer taxes. Service
Company reserves the right to refuse to transfer or
redeem shares until it is satisfied that the endorsement
or signature on the certificate or any other document is
valid and genuine, and for that purpose it may require a
guarantee of signature by such persons as may from time
to time be specified in the prospectus related to such
shares or otherwise authorized by such Fund. Service
Company 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
will incur no liability for the refusal in good faith to
make transfers or redemptions which, in its judgment,
are improper, unauthorized, or otherwise not rightful.
Service Company may, in effecting transfers or
redemptions, rely upon Simplification Acts or other
statutes which protect it and the Funds.
D. When mail is used for delivery of share certificates,
Service Company will forward share certificates in
"nonnegotiable" form as provided by the Funds by first
class mail, all such mail deliveries to be covered while
in transit to the addressee by insurance arranged for by
Service Company.
E. Service Company will issue and mail subscription
warrants and certificates provided by the Funds and
representing share dividends, exchanges or split-ups, or
act as conversion agent upon receiving written
instructions from any officer of the appropriate Fund,
and such other documents as Service Company deems
necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from an
officer of the Fund, and such other documents as Service
Company may deem necessary.
G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed,
stolen or otherwise wrongfully taken, upon receiving
indemnity satisfactory to Service Company, and may issue
new certificates in exchange for, and upon surrender of,
mutilated certificates. Any such issuance shall be in
accordance with the provisions of law governing such
matter and any procedures adopted by the Board of
Trustees or Board of Directors of the appropriate Fund
which Service Company has notice.
H. Service Company will supply shareholder's list properly
certified by an officer of Service Company for any Fund
shareholder meeting. The Service Company will also
supply lists at such other times as may be reasonably
requested by an officer of the Funds.
I. Upon receipt of written instructions of an officer of
the Funds, the Service Company will address and mail
notices to Fund shareholders.
J. In case of any request or demand for the inspection of
the share books of Fund any other books of Fund in the
possession of Service Company, including a request from
FinCEN or the SEC under Paragraph F of Section 8 hereof,
Service Company will endeavor to notify Fund and to
secure instructions as to permitting or refusing such
inspection. Service Company reserves the right, however,
to exhibit the share books or other books to any person
in case it is advised by its counsel that it may be held
responsible for the failure to exhibit the share books
or other books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
A. Service Company will, at the expense of the appropriate
Fund, provide a
special form of check containing the imprint of any
device or other matter desired by the Fund. Said checks
must, however, be of a form and size convenient for use
by Service Company.
B. If the Funds want to include additional printed matter,
financial statements, etc., with the dividend checks,
the same will be furnished to Service Company within a
reasonable time prior to the date of mailing of the
dividend checks, at the expense of the appropriate Fund.
C. If the Funds want distributions mailed in any special
form of envelopes, sufficient supply of the same will be
furnished to Service Company, but the size and form of
said envelopes will be subject to the approval of
Service Company. If stamped envelopes are used, they
must be furnished by Funds; or, if postage stamps are to
be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Funds.
D. Service Company will maintain one or more deposit
accounts as agent for Funds, into which the funds for
payment of dividends, dstributions, redemptions or other
disbursements provided for hereunder will be deposited,
and against which checks will be drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon
sixty (60) days prior written notice to the other party.
B. The Funds, in addition to any other rights and remedies,
shall have the right to terminate this Agreement upon
the occurrence at any time of any of the following
events:
(1) Any interruption or cessation of operations by
Service Company or its assigns which materially
interferes with the business operation of the
Funds.
(2) The bankruptcy of Service Company or its assigns
or the appointment of a receiver for Service
Company or its assigns.
(3) Any merger, consolidation or sale of
substantially all the assets of Service Company
or its assigns.
(4) The acquisition of a controlling interest in
Service Company or its assigns, by any broker,
dealer, investment adviser or investment company
except as may presently exist.
(5) Failure by Service Company or its assigns to
perform its duties in accordance with this
Agreement, which failure materially adversely
affects the business operations of the Funds,
and which failure
continues for thirty (30) days after written
notice from Fund.
(6) The registration of Service Company or its
assigns as a transfer agent under the Securities
Exchange Act of 1934 is revoked, terminated or
suspended for any reason.
C. In the event of termination, the Funds will promptly pay
Service Company all amounts due to Service Company
hereunder. Upon termination of this Agreement, Service
Company shall deliver all shareholder and account
records pertaining to the Funds as directed in writing
by each Fund.
21. Assignment.
A. Neither this Agreement nor any rights or obligations
hereunder may be assigned by Service Company without the
written consent of the Funds. In the event that any
duties under this Agreement are assigned pursuant to the
terms of this Section 19, the Service Company shall not
be relieved of any of its obligations under this
Agreement.
B. This Agreement will inure to the benefit of and be
binding upon the parties and their respective successors
and assigns.
C. Service Company is authorized by Funds to use the system
services of DST Systems, Inc. and the system and other
services, including data entry, of Administrative
Management Group, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J
hereof, or as otherwise required by law, Service Company
will keep confidential all records of and information in
its possession relating to the Funds or Companies or
their respective shareholders, and will not disclose the
same to any person except at the request or with the
consent of the Funds or Companies.
B. Except as otherwise required by law, Funds will keep
confidential all financial statements and other
financial records (other than statements and records
relating solely to Fund's business dealings with Service
Company) and all manuals, systems and other technical
information and data, not publicly disclosed, relating
to Service Company's operations and programs furnished
to it by Service Company pursuant to this Agreement and
will not disclose the same to any person except at the
request or with the consent of Service Company.
Notwithstanding anything to the contrary in this
subsection B, if an attempt is made pursuant to subpoena
or other legal process to require the Funds to disclose
or produce any of the aforementioned manuals, systems or
other technical information and data, the Funds shall
give Service Company prompt notice thereof, prior to
disclosure or production, so that Service Company may,
at its expense, resist such attempt.
23. Survival of Representations and Warranties.
All representations and warranties by either party herein
contained will survive the execution and delivery of this
Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of
New York and shall be governed by the laws of said state
(except as related to matter under Section 24.G hereof
which shall be governed by the laws of the governing
jurisdiction where each entity was formed).
B. No provisions of this Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
C. The captions in this Agreement are included for
convenience of reference only, and in no way define or
limit any of the provisions hereof or otherwise affect
their construction or effect.
D. This Agreement shall become effective as of the date
hereof.
E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an
original but all of which together shall constitute one
and the same instrument.
F. If any part, term or provision of this Agreement is held
by the courts to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions
shall be considered severable and not affected, and the
rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or
invalid.
G. All parties hereto are expressly put on notice of Funds'
respective Articles of Incorporation, which is on file
with the governing body for the jurisdiction where the
Funds were formed, and such shareholder, director and
trustee liability limitations. This Agreement has been
executed by, and on behalf of, each Fund
representatives, acting in capacity as a representative
of such Fund, and not in an individually capacity.
Accordingly, the obligations of the Funds are not
binding upon any trustee, director, officers or
shareholders of the Fund, but are binding upon only the
assets and property of Funds. With respect to any claim
by Service Company for recovery of that portion of the
compensation and expenses (or any other liability of the
Funds arising hereunder) allocated to a
particular Fund, whether in accordance with the express
terms hereof or otherwise, Service Company shall have
recourse solely against the assets of that Fund to
satisfy such claim, and shall have no recourse against
the assets of any other Fund.
H. This Agreement, together with the any Fee Schedule, is
the entire contract between the parties and supersedes
all prior agreements between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
FUNDS/INVESTMENT COMPANIES
By:
------------------------
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
ATTEST:
-----------------------------
Name:
Title:
XXXXXXX INVESTMENTS SERVICE
COMPANY
By:
------------------------
Name: Xxxxxxx Xxxxxx
Title: President
ATTEST:
-----------------------------
Name:
Title:
EXHIBIT A
PARTIES TO THE FORM OF TRANSFER AGENCY AGREEMENT
BT Investment Funds, and its series:
Cash Management Fund Investment
Tax Free Money Fund Investment
NY Tax Free Money Fund Investment
Treasury Money Fund Investment
International Equity Fund - Class A, B and C and Investment Class
Mid Cap Fund - Class A, B, and C, Investment Class and Institutional
Class
Lifecycle Long Range Fund - Investment Class
Lifecycle Mid Range Fund - Investment Class
Lifecycle Short Range Fund - Investment Class
Small Cap Fund - Class A, B and C and Investment Class
Quantitative Equity Fund - Investment Class and Institutional Class
PreservationPlus Income Fund
BT Advisor Funds, and its series:
EAFE Equity Index Fund - Premier Class
U.S. Bond Index Fund - Premier Class
BT Pyramid Mutual Funds, and its series:
Money Market Fund - Investment Class
Equity 500 Index Fund - Investment Class
Asset Management Fund - Premier Class
PreservationPlus Fund - Investment Class and Institutional Class
BT Institutional Funds, and its series:
Cash Management Fund - Institutional Class
Cash Reserves Fund - Institutional Class
Treasury Money Fund - Institutional Class
International Equity Fund - Institutional Class I and Institutional
Class II
Equity 500 Index Fund - Premier Class
Liquid Assets Fund - Institutional Class
Daily Assets Fund - Institutional Class
Treasury and Agency Fund - Institutional Class
BT Investment Portfolios, and its series:
Liquid Assets Portfolio
Asset Management II Portfolio
Asset Management III Portfolio
U.S. Bond Index Portfolio
EAFE(R)Equity Index Portfolio
PreservationPlus Portfolio
PreservationPlus Income Portfolio
Cash Management Portfolio
Treasury Money Portfolio
International Equity Portfolio
Equity 500 Index Portfolio
Asset Management Portfolio
Xxxxxx Xxxxxxxx Investment Trust, and its series:
International Select Equity Fund - Class A, B and C, Premier Class,
Investment Class, Institutional Class
European Equity Fund - Class A, B and C, Investment Class,Institutional
Class
Emerging Markets Debt Fund - Institutional Class
Fixed Income Fund - Class A, B and C, Investment Class, Institutional
Class
Municipal Bond Fund - Investment Class, Institutional Class
Short-Term Fixed Income Fund (to be renamed on 2/1/03 Short Duration
Fund) - Institutional Class
Short-Term Municipal Bond Fund - Investment Class, Institutional Class
High Income Plus Fund - Premier Class, Investment Class, Institutional
Class
Micro Cap Fund - Investment Class, Institutional Class
Total Return Bond Fund
Deutsche Asset Management VIT Funds, and its series:
Equity 500 Index Fund - Class A and B
EAFE Equity Index Fund - Class A and B
Small Cap Index Fund - Class A and B
Deutsche Bank Alex. Xxxxx Cash Reserve Fund, Inc., and its series:
Prime Series - Class A, B and C, Quality Class, Prime Shares and
Institutional Prime Shares
Treasury Series - Treasury Shares and Institutional Treasury Shares
Tax-Free Series - Tax-Free Shares and Institutional Tax-Free Shares
Flag Investors Communications Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Value Builder Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Equity Partners Fund, Inc. - Class A, B and C, Institutional
Class
RREEF Real Estate Fund, Inc. (closed-end fund) - Common and Preferred Shares
RREEF Securities Trust, and its series:
RREEF Real Estate Securities Fund - Class A, B and C, Institutional
Class
Deutsche Investors Funds, Inc., and its series:
Top 50 US Fund - Class A, B and C
Japanese Equity Fund - Class A, B, C and S
Global Biotechnology Fund - Class A, B and C
Deutsche Investors Portfolios Trust, and its series:
Top 50 US Portfolio
Japanese Equity Portfolio
Xxxxxxx Investment Service Company
EXHIBIT B
INSURANCE COVERAGE
DESCRIPTION OF POLICY:
BROKERS BLANKET BOND, STANDARD FORM 14
Covering losses caused by dishonesty of employees, physical loss of securities
on or outside of premises while in possession of authorized person, loss caused
by forgery or alteration of checks or similar instruments.
ERRORS AND OMISSIONS INSURANCE
Covering replacement of destroyed records and computer errors and omissions.
SPECIAL FORGERY BOND
Covering losses through forgery or alteration of checks or drafts of customers
processed by insured but drawn on or against them.
MAIL INSURANCE (APPLIES TO ALL FULL SERVICE OPERATIONS)
Provides indemnity for the following types of securities lost in the mails:
.. Non-negotiable securities mailed to domestic locations via registered
mail.
.. Non-negotiable securities mailed to domestic locations via first-class
or certified mail.
.. Non-negotiable securities mailed to foreign locations via registered
mail.
.. Negotiable securities mailed to all locations via registered mail.
