EXHIBIT 10.06
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made as of _____________, 1996, by and between JWH
Global Portfolio, a Delaware business trust (the "Trust"), CIS Investments,
Inc., a Delaware Corporation (the "Managing Owner"), and Cargill Investor
Services, Inc., a Delaware Corporation (the "Transfer Agent").
W I T N E S S E T H:
WHEREAS, the Trust is a commodity pool whose units of beneficial interest
("Units") are offered to the public pursuant to a registration statement filed
under the Securities Act of 1933; and
WHEREAS, the Transfer Agent is, among other things, registered with the
Securities and Exchange Commission as a transfer agent under the Securities
Exchange Act of 1934.
NOW, THEREFORE, the Trust, the Managing Owner and the Transfer Agent do
mutually promise and agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
Subject to the terms and conditions set forth in this Agreement, the Trust
hereby appoints the Transfer Agent to act as transfer agent for the Trust.
The Transfer Agent shall perform all of the customary services of a
transfer agent, including but not limited to:
A. Receive subscriptions for the purchase of Units, with prompt delivery
of supporting documentation to Managing Owner and Trust's escrow agent
(the "Escrow Agent") and, where appropriate, of payment to the Escrow
Agent;
B. At the instructions of the Managing Owner, issue uncertificated Units
in the account of each investor whose subscription has been accepted
by the Trust ("Unitholder") on the appropriate closing date;
C. Process redemption requests received in good order;
D. Pay monies (upon transfer of funds from the Trust's customer account
maintained by the Transfer Agent in its capacity as futures clearing
broker for the Trust) in accordance with the instructions of redeeming
Unitholders;
E. Process transfers of Units in accordance with the Managing Owner's
instructions;
F. Prepare and transmit or credit payments for distributions declared by
the Trust;
G. Make changes to Unitholder records;
H. Record the issuance of Units of the Trust and maintain a record of the
total number of Units issued and outstanding;
I. Create and maintain records showing for each Unitholder's account the
following:
i. Names, addresses, and tax identification numbers;
ii. Number of Units held; and
iii. Historical information regarding the account of each Unitholder,
including date and price for each transactions.
2. COMPENSATION
The Transfer Agent acknowledges and agrees that the only compensation it
shall receive for services provided to the Trust shall be the Brokerage Fee it
receives the Trust pursuant to its Customer Agreement with the Trust.
The Trust agrees to reimburse the Transfer Agent for telephone, fax,
copying and postage charges and other reasonable expenses incurred by the
Transfer Agent in performing its duties hereunder.
3. INDEMNIFICATION; REMEDIES UPON BREACH
The Transfer Agent agrees to use reasonable care and act in good faith in
performing its duties hereunder.
Provided that the Transfer Agent has used reasonable care and acted in good
faith, the Transfer Agent shall not be liable or responsible for delays or
errors occurring by reason of circumstances beyond its control, including acts
of civil or military authority, national or state emergencies, fire, mechanical
or equipment failure, flood or catastrophe, acts of God, insurrection or war.
The Trust will indemnify and hold the Transfer Agent harmless against any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from the Transfer Agent's bad faith or negligence, and arising out of
or in connection with the Transfer Agent's duties on behalf of the Trust
hereunder, including as a result of the Transfer Agent acting upon any
instructions of the Managing Owner or as a result of acting in reliance upon any
genuine instrument signed, countersigned or executed by an person or persons
authorized to sign, countersign or execute the same.
If in any case the Trust may be requested to indemnify or hold harmless the
Transfer Agent, the Transfer Agent shall advise the Trust of all pertinent facts
concerning the situation in question. The Trust shall have the option to defend
the Transfer Agent against any claim which may be the subject of this
indemnification and, in the event that the Trust so elects, the Trust shall
notify the
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Transfer Agent, and thereupon the Trust shall take over complete defense of
the claim and the Transfer Agent shall sustain no further legal or other
expenses in such situation for which the Transfer Agent has sought
indemnification under this Section. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which the Trust will
be asked to indemnify the Transfer Agent, except with the Trust prior written
consent.
4. CONFIDENTIALITY
The Transfer Agent agrees to treat confidentially all records and other
information relative to the Trust and its Unitholders and shall not disclose any
such information to any other party, except with the prior written approval of
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Transfer Agent may be exposed to civil or criminal contempt
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities.
5. ILLINOIS LAW
This Agreement shall be construed under and in accordance with the laws of
the State of Illinois without regard to the principles of conflicts of laws
thereof.
6. AMENDMENT, ASSIGNMENT AND TERMINATION
A. This Agreement may be amended by the mutual consent of the parties.
B. This Agreement and any right or obligation hereunder may not be
assigned by either party without the written consent of the other
party.
C. This Agreement may be terminated by a party upon 60 days' written
notice to the other party.
D. In the event the Trust notifies the Transfer Agent of the Trust's
intention to terminate and appoint a successor transfer agent, the
Transfer Agent agrees to cooperate in the transfer of its duties and
responsibilities to the successor, including any and all relevant
books, records and other data established or maintained by the
Transfer Agent hereunder. In such event, the Trust shall be
responsible for all reasonable out-of-pocket expenses associated with
the transfer of records and materials.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
JWH GLOBAL PORTFOLIO
By: CIS Investments, Inc.
Managing Owner
By:_____________________________
L. Xxxxxxx Xxxxxxxx
Vice President
CIS INVESTMENTS, INC.
By: _____________________________
L. Xxxxxxx Xxxxxxxx
Vice President
CARGILL INVESTOR SERVICES, INC.
By: _____________________________
L. Xxxxxxx Xxxxxxxx
Vice President
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