TRANSFER AGENCY AGREEMENT
This Agreement, dated as of the 24th day of July, 1985, made by and
between RED OAK CASH RESERVE FUND, INC. (the "Fund"), a corporation operating as
an open-end investment company, duly organized and existing under the laws of
the State of Maryland, and FIRST PENNSYLVANIA BANK n.a. (the "Bank"), a national
banking association duly organized and existing under the laws of the United
States of America:
WITNESSETH THAT:
WHEREAS, the Fund desires to appoint the Bank as its Transfer Agent and
as its Dividend Disbursing Agent;
WHEREAS, the Fund also desires to appoint the Bank as its Accounting
Services Agent to maintain and keep current the books, accounts, records,
journals, or other records of original entry relating to the business of the
Fund as set forth in Section 14 of this Agreement (the "Accounts and Records"),
and to perform certain other functions in connection with such Accounts and
Records; and
WHEREAS, pursuant to separate agreement (the "Custodian Agreement"), the
Bank will perform the duties of Custodian of the Securities and cash of the
Fund, the Bank hereinafter being referred to in such capacity as the Custodian.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The Fund hereby appoints the Bank as its Transfer, Dividend
Disbursing, and Accounting Services Agent, and the Bank accepts such
appointments and agrees to act in such capacities upon the terms set forth in
this Agreement.
TRANSFER AGENCY
Section 2. The Fund shall furnish to the Bank as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of the Bank. Such blank Share Certificates shall be
signed manually or by facsimile signatures of officers of the Fund authorized by
law or the by-laws of the Fund to sign Share Certificates and, if required,
shall bear the corporate seal or a facsimile thereof.
Section 3. The Bank as Transfer Agent shall make original issues of
Shares in accordance with Section 25 and 26 below and with the Fund's Prospectus
and Statement of Additional Information upon the written request of the Fund and
upon being furnished with (i) a certified copy of a resolution or resolutions of
the Board of Directors of the Fund authorizing such issue; (ii) an opinion of
counsel as to the validity of such additional Shares; and (iii) necessary funds
for the payment of any original issue tax applicable to such additional Shares.
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by the Bank upon surrender of outstanding Share Certificates
(i) in form deemed by the Bank to be properly endorsed for transfer, (ii) with
all necessary endorsers' signatures guaranteed by a member firm of a national
securities exchange or a commercial bank, accompanied by (iii) such assurances
as the Bank shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement, and (iv) satisfactory evidence of
compliance with all applicable laws relating to the payment or collection of
taxes.
Section 5. When mail is used for delivery of Share Certificates, the
Bank shall forward Share Certificates in "non-negotiable" form by first-class
mail, and Share Certificates in "negotiable" form by registered mail, all mail
deliveries to be covered while in transit to the addressee by insurance arranged
for by the Bank.
Section 6. In registering transfers, the Bank as Transfer Agent may rely
upon the Uniform Commercial Code or any other statutes which, in the opinion
of counsel, protect the Bank and the Fund in not requiring complete
documentation, in registering transfers without inquiry into adverse claims, in
delaying registration for purposes of such inquiry, or in refusing registration
where, in its judgment, an adverse claim requires such refusal.
Section 7. Upon receiving indemnity satisfactory to the Bank, the Bank
as Transfer Agent may issue new Share Certificates in place of Share
Certificates represented to have been lost, destroyed, or stolen, and
may issue new Share Certificates in exchange for, and upon surrender of,
mutilated Share Certificates.
Section 8. In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share
Certificates shall die, resign, or be removed from office prior to the issuance
of such Share Certificates, the Bank as Transfer Agent may issue or register
such Share Certificates as the Share Certificates of the Fund notwithstanding
such death, resignation, or removal; and the Fund shall file promptly with the
Bank such approval, adoption, or ratification as may be required by law.
Section 9. The Bank will maintain stock registry records in the usual
form in which it will note the issuance, transfer, and redemption of Shares and
the issuance and transfer of Share Certificates, and is also authorized to
maintain an account entitled Unissued Certificate Account in which it will
record the Shares and fractions issued and outstanding from time to time for
which issuance of Share Certificates is deferred. Except with respect to Share
transactions processed through the Transfer Agent, the Fund is responsible for
providing the Bank with reports of Fund Share purchases, redemptions, and total
Shares outstanding on the next business day after each net asset valuation. The
Bank is authorized to keep records, which will be part of the stock transfer
records, in which it will note the names and registered addresses of
Shareholders, and the number of Shares and fractions from time to time owned by
them for which no Share Certificates are outstanding. Each Shareholder will be
assigned a single account number. Whenever a Shareholder redeems Shares
represented by Share Certificates, the Bank as Transfer Agent, upon receipt of
the Share Certificates registered in the name of the Shareholder (or if not so
registered, in proper form for transfer), shall cancel such Share Certificates,
debit the Shareholder's individual stock account, and credit the Shares to the
Unissued Share Certificate Account.
Section 10. The Bank will issue Share Certificates for Shares of the
Fund only upon receipt of a written request from a Shareholder. In all other
cases, the Fund authorizes the Bank to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case, the Bank as Transfer Agent shall merely note on its stock registry records
the issuance of the Shares and fractions (if any), shall credit the Unissued
Certificate Account with the Shares and fractions issued and shall credit the
proper number of Shares and fractions to the respective Shareholders. Likewise,
whenever the Bank has occasion to surrender for redemption Shares and fractions
owned by Shareholders, it shall be unnecessary to issue Share Certificates for
redemption purposes. The Fund authorizes the Bank in such cases to process the
transactions by appropriate entries in its stock transfer records, and debiting
of the Unissued Certificate Account and the record of issued Shares outstanding.
Section 11. The Bank as Transfer Agent will, in addition to the duties
and functions above mentioned, perform the usual duties and functions of a stock
Transfer Agent for a corporation. It will countersign for issuance or reissuance
Share Certificates representing original issue or reissued treasury Shares as
provided herein, and will transfer Share Certificates registered in the name of
Shareholders from one Shareholder to another in the usual manner. The Bank may
rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate, or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by duly authorized person or persons, or upon the instructions of
any officer of the Fund, or upon the advice of counsel for the Fund or for the
Bank. The Bank may record any transfer of Share Certificates which is believed
by it in good faith to have been duly authorized or may refuse to record any
transfer of Share Certificates if, in good faith, the Bank as Transfer Agent
deems such refusal necessary in order to avoid any liability either to the Fund
or to the Bank. The Fund agrees to indemnify and hold the Bank harmless from and
against any and all losses, costs, claims, and liability which it may suffer or
incur by reason of so relying or acting or refusing to act.
Section 12. In case of any request or demand for the inspection of the
share records of the Fund, the Bank as Transfer Agent shall endeavor to notify
the Fund and to secure instructions as to permitting or refusing such
inspection. However, the Bank may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure so to
do.
ACCOUNTING SERVICES
Section 13. The Fund shall promptly turn over to the Bank such of the
Accounts and Records previously maintained by or for it as are necessary for the
Bank to perform its functions under this Agreement. The Fund authorizes the Bank
to rely on such Accounts and Records turned over
to it and hereby indemnifies and holds the Bank and its successors and assigns
harmless of and from any and all expenses, damages, claims, suits, liabilities,
actions, demands, and losses whatsoever arising out of or in connection with any
error, omission, inaccuracy, or other deficiency of such Accounts and Records or
the failure of the Fund to provide any portion of such or to provide any
information needed by the Bank to knowledgeably perform its functions.
The Fund agrees promptly to advise the Bank in writing of any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records. The Bank shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to the Bank, to the extent such matters are disclosed to
the Bank or are discovered by it and are relevant to its performance of its
functions under this Agreement. The Fund shall provide the Bank with such
assistance as it may reasonably request in connection with its efforts to
correct such matters. The Fund agrees to pay the Bank on a current and ongoing
basis for its reasonable time and costs expended on the correction of such
matters, said payment to be in addition to the fees and charges agreed to for
the normal services rendered under this Agreement.
The Bank expressly makes no warranty or representation that any error,
omission, or deficiency can be satisfactorily corrected. The Fund further agrees
that if the Bank is subject to any claim, suit, or other expenses due, in the
Bank's sole reasonable judgment, to any inaccuracy, omission, discrepancy, or
other deficiency of the Accounts and Records
delivered to the Bank hereunder, or due to any failure to provide any records or
material required hereunder, the Fund shall pay the Bank on a monthly basis for
all costs in connection therewith and indemnify and hold the Bank harmless from
and against all costs in connection therewith, including all attorneys' fees and
costs; provided, however, that if such error, omission, inaccuracy, or other
deficiency is caused directly or indirectly by gross negligence or reckless
disregard by the Bank of its duties and responsibilities hereunder, the Fund
shall have no obligation to indemnify and hold harmless the Bank, its
successors, or assigns.
Section 14. To the extent it and the Custodian possess the necessary
information by reason of the performance of their custodial, transfer agency,
and dividend disbursing services under this Agreement and the Custodian
Agreement, and to the extent it receives other necessary information by Written
or Oral Instructions, the Bank shall maintain and keep current the following
Accounts and Records relating to the business of the Fund in such form as may be
mutually agreed to between the Fund and the Bank:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid Record
(d) Purchase and Sales Journals - Portfolio
Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and moneys borrowed or loaned and
collateral therefor
(l) Daily Trial Balance
(m) Investment Income Journal
Unless necessary information to perform the above functions which is not
otherwise in the possession of the Transfer Agent or Custodian is furnished by
Written or Oral Instructions to the Bank daily prior to (i) the close of
business on the next day on which money market instruments are generally traded
(a "Business Day") and (ii) the calculation of the Fund's net asset value, as
provided below, the Bank shall incur no liability, and the Fund shall indemnify
and hold harmless the Bank from and against any liability arisinq from any
failure to provide complete information or from any discrepancy between the
information received by the Bank and used in such calculations and any
subsequent information received by the Bank.
Section 15. The Bank shall make the proper accounting entries in
accordance with the information available to it in accordance with Section 14
hereof, and shall notify the Custodian of all cash and Securities. The Fund
shall direct that the broker-dealer or other person through whom a transaction
occurred send a confirmation to the Bank. The Bank shall verify this
confirmation against the Written Instructions when received from the Fund and
forward the confirmation to the Custodian. The Bank shall promptly notify the
Fund of any discrepancy between the confirmation and the Fund's Written
Instructions, but shall incur no
responsibility or liability for such discrepancy. The Fund shall cause any
necessary corrections to be made and shall advise the Bank accordingly.
Section 16. On each Business Day, the Bank shall calculate the Fund's
net asset value in accordance with the Fund's Prospectus and Statement of
Additional Information, and shall communicate this information to the
Administrator.
The Bank shall calculate the Fund's daily dividend ratio in accordance
with the Fund's Prospectus and Statement of Additional Information and
resolutions of the Fund's Board of Directors, and shall also communicate this
information to the Administrator. The Bank shall also prepare and maintain, at
such intervals not more frequently than daily as may be specified by the Fund
from time to time, an evaluation of Securities for which market quotations are
available through Quotron Financial Information Services or other mechanical
pricing services used by the Bank. All other Securities shall be evaluated in
accordance with the Fund's Written Instructions, and the Bank shall have no
responsibility or liability for the accuracy of the prices quoted by Quotron or
by the information supplied by the Fund or upon the Written Instructions.
The Fund assumes all responsibility for computation of "amortized cost,"
valuation of restricted securities, and all valuations not ascertainable solely
by mechanical procedures.
Section 17. For all purposes under this Agreement, the Bank is
authorized to act upon receipt of the first of any Written or Oral
Instruction it receives from the Fund or its agents on behalf of the Fund. In
cases where the first Instruction is an Oral Instruction that is not in the form
of a document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where the Bank receives an Instruction from the Fund, whether Written
or Oral, to enter a portfolio transaction on the records, the Fund shall cause
the broker-dealer to send a written confirmation to the Bank. The Bank shall be
entitled to rely on the first Instruction received and, for any act or omission
undertaken in compliance therewith, shall be free of liability and fully
indemnified and held harmless by the Fund; provided, however, that in the event
a Written or Oral Instruction received by the Bank is countermanded by a timely
later Written or Oral Instruction received by the Bank prior to acting upon such
countermanded Instruction, the Bank shall act upon such later Written or Oral
Instruction. The sole obligation of the Bank with respect to any follow-up or
confirmatory Written Instruction, Oral Instruction in documentary or written
form, or broker-dealer written confirmation shall be to make reasonable efforts
to detect any discrepancy between the original Instruction and such confirmation
and to report such discrepancy to the Fund. The Fund shall be responsible, at
the Fund's expense, for taking any action, including any reprocessing, necessary
to correct any discrepancy or error and, to the extent such action requires the
Bank to act, the Fund shall give the Bank specific Written Instruction as to the
action required.
Section 18. At the end of each month, the Fund shall cause the Custodian
to forward to the Bank a monthly statement of cash and portfolio transactions,
which will be reconciled with the Bank's Accounts and Records
maintained for the Fund. The Bank will report any discrepancies to the
Custodian, and report any unreconciled items to the Fund.
Section 19. The Bank shall promptly supply daily and periodic reports of
the Fund as requested by the Fund and agreed upon by the Bank.
Section 20. The Fund shall and shall require each of its agents to
provide the Bank as of the close of each business day, or on such other schedule
as the fund determines is necessary, with Written or Oral Instructions (to be
delivered to the Bank by 10:00 a.m. the next following Business Day) containing
all data and information necessary for the Bank to maintain the Fund's Accounts
and Records, and the Bank may conclusively assume that the information it
receives by Written or Oral Instructions is complete and accurate. Except with
respect to Share transactions processed through the Transfer Agent, the Fund is
responsible to provide or cause to be provided to the Bank reports of Share
purchases, redemptions, and total Shares outstanding on the next business day
after each net asset valuation.
Section 21. The Accounts and Records, in the agreed-upon format,
maintained by the Bank shall be the property of the Fund, and shall be made
available to the Fund promptly upon request and shall be maintained for the
periods prescribed in Rule 31(a)-2 of the Investment Company Act of 1940, as
amended. The Bank shall assist the Fund's independent auditors or, upon approval
of the Fund or upon demand, any regulatory body, in any requested review of the
Fund's Accounts and Records but shall be reimbursed for all expenses and
employee time invested in any such review of the Fund's Accounts and Records
outside of routine and normal periodic reviews.
Upon receipt from the Fund of any necessary information not in its possession,
the Bank shall supply the necessary data for the Fund's or its accountant's
completion of any necessary tax returns, questionnaires, periodic reports to
shareholders, and such other reports and information requests as the Fund and
the Bank shall agree upon from time to time.
Section 22. The Bank and the Fund may from time to time adopt such
procedures as they agree upon in writing, and the Bank may conclusively assume
that any procedure approved by the Fund or directed by the Fund, does not
conflict with or violate any requirements of the Fund's Prospectus, Statement of
Additional Information, Articles of Incorporation, By-Laws, or any rule or
regulation of any regulatory body or governmental agency. The Fund shall be
responsible for notifying the Bank of any changes in regulations or rules which
might necessitate changes in the Bank's procedures, and for working out with the
Bank such changes.
Section 23. The Bank, in performing under the terms and conditions of
this Agreement, shall incur no liability for its status hereunder or for any
actions taken or omitted in good faith reliance upon any authorized Written or
Oral Instruction, any certified copy of any resolution of the Board of Directors
of the Fund, or any other document reasonably believed by the Bank to be genuine
and to have been executed or signed by the proper person or persons, and the
Fund hereby agrees to indemnify and hold the Bank harmless from any and all
loss, liability, and expense, including any legal expenses, arising out of the
Bank's performance, or status, or any act or omission of the Bank, under this
Agreement.
Section 24. All financial data provided to, processed by, and reported
by the Bank under this Agreement shall be stated in United States dollars or
currency. The Bank shall have no obligation to convert to, equate, or deal in
foreign currencies or values, and expressly assumes no liability for any
currency conversion or equation computations relating to the affairs of the
Fund.
ISSUANCE OF SHARES
Section 25. Prior to the daily determination of net asset value in
accordance with the Fund's Prospectus and Statement of Additional Information,
the Bank shall process all purchase orders received since the last determination
of the Fund's net asset value. For purposes of this Agreement, the date a
purchase order is received shall be determined in accordance with the Fund's
Prospectus as the same shall from time to time be in effect.
The Bank shall calculate daily the amount available for investment in
Shares of the Fund at the net asset value determined by the Fund as of the time
stated in the Fund's Prospectus and Statement of Additional Information, the
number of Shares and fractional Shares of the Fund to be purchased, and the net
asset value to be deposited with the Custodian. The Bank, as agent for the
Shareholders, shall place a purchase order daily with the Fund for the proper
number of Shares and fractional Shares of the Fund to be purchased, and shall
confirm such number to the Fund in writing.
Section 26. Having made the calculations provided for in Section 25, the
Bank shall thereupon pay over the net asset value of Shares purchased to the
Custodian. The net asset value shall then be deposited in the account maintained
under the Custodian Agreement. The proper number of Shares and fractional Shares
of the Fund shall then be issued daily and credited by the Bank to the Unissued
Certificate Account. The Shares and fractional Shares of the Fund purchased for
each Shareholder will be credited by the Bank to his separate account. The Bank
shall mail to each Shareholder a confirmation of each purchase, with copies to
the Fund if requested. Such confirmations will show the prior Share balance, the
new Share balance, the Shares for which Share Certificates are outstanding (if
any), the amount invested, and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 27. Prior to the daily determination of net asset value and in
accordance with the Fund's Prospectus and Statement of Additional Information,
the Bank shall process all requests from Shareholders to redeem Shares of the
Fund, and shall determine the number of Shares of the Fund required to be
redeemed to make monthly payments, automatic payments, or the like. Thereupon,
the Bank shall advise the Fund of the total number of Shares of the Fund
available for redemption and the number of Shares and fractional Shares of the
Fund requested to be redeemed. The Fund shall then quote to the Bank the
applicable net asset value, whereupon the Bank shall furnish the Fund with an
appropriate confirmation of the redemption and process the redemption by filing
with the Custodian an appropriate statement and making the proper distribution
and application of the redemption proceeds in accordance with the Fund's
Prospectus and Statement of Additional Information. The stock registry books
recording outstanding Shares, the Unissued Certificate Account, and the
individual account of the Shareholder shall be properly debited.
Section 28. The proceeds of redemption shall be remitted by the Bank in
accordance with the Fund's Prospectus and Statement of Additional Information,
and in accordance with a particular Shareholder's Application Form filed with
the Transfer Agent. If Share Certificates have been issued for Shares being
redeemed, then such Share Certificates and a stock power with a signature
guarantee of a commercial bank, or of a member firm of a national securities
exchange, shall accompany the redemption request. If Share Certificates have not
been issued to the redeeming Shareholder, the signature of the Shareholder on
the redemption request must be similarly guaranteed. The Fund may authorize the
Bank to waive the signature guarantee in certain cases by Written Instructions,
and does hereby authorize the Bank to waive the signature guarantee in
connection with all redemptions by telephone and check as described in the
Fund's Prospectus and Statement of Additional Information.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Fund shall provide the Bank, from
time to time, with Written Instructions concerning the time within which such
requests may be honored.
DIVIDENDS
Section 29. Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund, the Fund shall notify the
Bank of the date of such declaration, the amount payable per Share, the record
date for determining the Shareholders entitled to payment, the payment, and the
reinvestment date price.
Section 30. On or before each payment date the Fund will transfer or
cause the Custodian to transfer to the Bank, in its capacity as Dividend
Disbursing Agent, the total amount of the dividend or distribution currently
payable. On the designated payment date, the Bank will automatically reinvest
all dividends in additional Shares of the Fund except in cases where
Shareholders have elected to receive Shares in cash, in which case the Bank will
mail distribution checks to the Shareholders for the proper amounts payable to
them.
GENERAL PROVISIONS
Section 31. The Bank shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends, and dividend reinvestments, in which will
be noted the transactions effected for each Shareholder and the number of Shares
and fractional Shares owned by each for which no Share Certificates are
outstanding. The Bank agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 any records relating to services provided
under this Agreement which are required to be maintained by Rule 31a-1.
Section 32. In addition to the services as Transfer Agent, Dividend
Disbursing, and Accounting Services Agent, as set forth above, the Bank will
perform other services for the Fund as agreed from time to time, including but
not limited to preparation of and mailing Federal Tax Information Forms, mailing
semi-annual reports of the Fund, preparation of one annual list of Shareholders,
and mailing notices of Shareholders' meetings, proxies, and proxy statements.
Section 33. Nothing contained in this Agreement is intended to or shall
require the Bank, in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance, or any other day on which the Bank or
the New York Stock Exchange is closed. Functions or duties normally scheduled to
be performed on such days shall be performed on, and as of, the next succeeding
business day on which both the New York Stock Exchange and the Bank are open.
Notwithstanding the foregoing, the Bank shall compute the Fund's net asset value
on each day required pursuant to Rule 22c-1 promulgated under the Investment
Company Act of 1940.
Section 34. The Fund agrees to pay the Bank compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by the
Fund and the Bank.
Section 35. In acting in any capacity set forth in this Agreement, the
Bank shall not be personally liable for any taxes, assessments, or governmental
charges which may be levied or assessed on any
basis whatsoever in connection with its duties hereunder, excepting only for
taxes assessed against it in its corporate capacity arising out of its
compensation hereunder.
Section 36. The Fund shall indemnify the Bank and save it harmless from
and against any and all actions, suits, and claims, whether groundless or
otherwise, arising directly or indirectly out of or in connection with its
performance under this Agreement as Transfer Agent and Dividend Disbursing
Agent, and from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses, and liabilities incurred by the Bank in connection
with any such action, suit, or claim. The Bank shall not be under any obligation
to prosecute or to defend any action, suit, or claim arising out of or in
connection with its performance under this Agreement as Transfer Agent and
Dividend Disbursing Agent which, in the opinion of its counsel, may involve it
in expense or liability, and the Fund shall, so often as reasonably requested,
furnish the Bank with satisfactory indemnity against such expense or liability,
and upon request of the Bank the Fund shall assume the entire defense of any
action, suit, or claim subject to the foregoing indemnity; provided, however,
that the Bank shall give the Fund notice of and reasonable opportunity to defend
any such action, suit, or claim, in the name of the Fund or the Bank or both.
Without limiting the foregoing:
(a) The Bank may rely upon the advice of the Fund or of counsel, who may
be counsel for the Fund or counsel for the Bank, and upon statements of
accountants, brokers, and other persons reasonably believed
by it in good faith to be expert in the matters upon which they are consulted,
and, for any actions taken in good faith upon such statements, the Bank shall
not be liable to anyone.
(b) The Bank may act upon any Oral Instruction which it receives and
which it believes in good faith was transmitted by the person or persons
authorized by the Board of Directors of the Fund to give such Oral Instruction.
The Bank shall have no duty or obligation to make any inquiry or effort of
certification of such Oral Instruction.
(c) The Bank shall not be liable for any action taken in good faith
reliance upon any Written Instruction or certified copy of any resolution of the
Board of Directors of the Fund, and the Bank may rely upon the genuineness of
any such document or copy thereof believed in good faith by the Bank to have
been validly executed.
(d) The Bank may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document believed by it to be genuine and to have been signed or presented by
a purchaser, by the Fund, or by other proper party or parties.
Section 37. Upon receipt of Written Instructions from the fund and as
provided herein, the Bank is authorized to make payment upon redemption of
Shares without a signature guarantee. The Fund hereby agrees to indemnify and
hold the Bank and its successors and assigns harmless from
and against any and all expenses, damages, claims, suits, liabilities, actions,
demands, and losses whatsoever arising out of or in connection with a payment by
the Bank upon redemption of Shares without a signature guarantee and, upon the
request of the Bank, the Fund shall assume the entire defense of any action,
suit, or claim subject to the foregoing indemnity. The Bank shall notify the
Fund of any such action, suit, or claim within 30 days after receipt by Bank of
notice thereof.
Section 38. The Fund shall promptly cause to be turned over to the Bank
(i) an accurate list of Shareholders of the Fund showing the proper registered
address and number of Shares owned and whether such Shares are represented by
outstanding Share Certificates or by non-certificated share accounts and (ii)
all Shareholder records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by the Bank under this Agreement
(hereinafter called "Materials"), and hereby agrees to indemnify and hold the
Bank, its successors, and assigns, harmless from and against any and all
expenses, damages, claims, suits, liabilities, actions, demands, and losses
whatsoever arising out of or in connection with any error, omission, inaccuracy,
or other deficiency of such Materials, or out of the failure of the Fund to
provide any portion of such or to provide any information needed by the Bank
knowledgeably to perform its functions.
Section 39. The terms defined in Section 1 of the Custodian Agreement
shall have the same meanings wherever used in this Agreement. The Fund shall
file with the Bank a certified copy of each resolution of its Board of Directors
authorizing the execution of Written Instructions or
the transmittal of Oral Instructions, as provided in Section 1 of the Custodian
Agreement.
Section 40. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and the Bank.
Section 41. Either the Fund or the Bank may give 60 days' written notice
to the other of the termination of this Agreement, such termination to take
effect at the time specified in the notice.
Section 42. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund:
Red Oak Cash Reserve Fund, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Fairfield Group, Inc.
If to Bank:
First Pennsylvania Bank N.A.
X.X. Xxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Section 43. The Fund represents and warrants to the Bank that the
execution and delivery of this Transfer Agency Agreement by the
undersigned officers of the Fund has been duly and validly authorized by
resolution of the Board of Directors of the Fund.
Section 44. The Bank may from time to time in its sole discretion
delegate some or all of its duties hereunder to Fund/Plan Services, Inc., a
wholly owned subsidiary of First Pennsylvania Corporation, which shall perform
such functions as the agent of the Bank. To the extent of such delegation, the
term "Bank" in this Agreement shall be deemed to refer both to the Bank and to
Fund/Plan Services, Inc. or to either of them, as the context may indicate. In
each provision of this Agreement limiting the liabilities or the delegations of
the Bank or providing for the indemnification or protection of the Bank, the
term "Bank" shall include Fund/Plan Services, Inc. The Bank shall not be
relieved of any liabilities or obligations under the Agreement in connection
with such delegation of duties.
Section 45. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 46. This Agreement shall extend to and shall be binding 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 Bank or by the Bank without the written consent of the Fund,
authorized or approved by a resolution of its Board of Directors.
Section 47. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 48. Notwithstanding anything herein to the contrary, nothing
herein shall protect the Bank from the consequences of its gross negligence or
reckless disregard, if any, of the duties and responsibilities assumed by it
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
RED OAK CASH RESERVE FUND, INC.
(SEAL) By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
Attest /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
FIRST PENNSYLVANIA BANK N.A.
(SEAL) By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
Attest /s/ ? ? ? ? ? ? ? ? ?
---------------------------------
