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Exhibit 9
Transfer Agency Services Agreement
This Transfer Agency Services Agreement (this "Agreement") is
made as of _______________, 1997 by and between PFPC INC., a Delaware
corporation ("PFPC"), and PAX WORLD GROWTH FUND, INC., a Delaware corporation
(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent and
PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of 1934,
as amended.
(c) "Authorized Person" means any officer of the Fund and
any other person duly authorized by the Fund's Board
of Directors to give Oral and Written Instructions on
behalf of the Fund and listed on the Authorized
Persons Appendix attached hereto and made a part
hereof of any amendment thereto as may be received by
PFPC. An authorized Person's scope of authority may
be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" means oral instructions received
by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized
Person.
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(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act,
the 1940 Act and the CEA.
(h) "Shares" means the shares of stock of any series or
class of the Fund.
(i) "Written Instructions" means written instructions
signed by an Authorized Person and received by PFPC.
The instructions may be delivered by hand, mail,
tested telegram, cable, telex or facsimile sending
device.
2. Appointment. The Fund hereby appoints PFPC to serve as
transfer agent, registrar, dividend disbursing agent and shareholder servicing
agent to the Fund in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services, subject to the
direction and control of the Board of Directors of the Fund.
3. Delivery of Documents. The Fund has provided or, where
applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions
of the Fund's Board of Directors, approving the
appointment of PFPC or its affiliates to provide
services to the Fund and approving this Agreement;
(b) A copy of the Fund's most recent effective
registration statement;
(c) A copy of the advisory agreement with respect to the
Fund;
(d) A copy of the distribution agreement, if any, with
respect to each class of Shares of the Fund;
(e) A copy of the Fund's administration agreements if
PFPC is not providing the Fund with such services;
(f) Copies of any shareholder servicing agreements made
in respect of the Fund; and
(g) Copies (certified or authenticated where applicable)
of any and all amendments or supplements to the
foregoing.
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4. Compliance with Rules and Regulations. In performing its
duties hereunder, PFPC will comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PFPC hereunder
and will act in conformity with the instructions and directions of the Board of
Directors of the Fund which are timely delivered to PFPC. Except as specifically
set forth herein, PFPC assumes no responsibility for such compliance by the Fund
or any of its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instructions received hereunder is not in
any way inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's board of
Directors or of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral or Written
Instructions reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to the Fund in acting upon such Oral or Written
Instructions provided that PFPC's actions comply with the other provisions of
this Agreement.
6. Right to Receive Advise.
(a) Advice of the Fund. If PFPC is in doubt as to any action
it should or should not take, PFPC may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser PFPC, at the option of
PFPC).
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(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC may rely upon and follow the
advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC
remains liable for any action or omission on the part of PFPC which constitutes
willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC
of any duties, obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action
its takes or does not take in reliance upon directions, advice or Oral or
Written Instructions its receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice or Oral
or Written Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (i) to seek such directions, advice or Oral or
Written Instructions, or (ii) to act in accordance with such directions, advice
or Oral or Written Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or not taking
such action. Nothing in this subsection shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
7. Records. PFPC shall prepare and keep records relating to
its services to be provided hereunder as and to the extent required by section
31 of the 1940 Act and the rules and regulations thereunder. The books and
records pertaining to the Fund, which are in the possession or under the control
of PFPC, shall be the property of the Fund. The Fund and Authorized Persons
shall have access to such books and records at all times during PFPC's normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund's expense.
8. Confidentiality. PFPC agrees on its own behalf and that of
its employees to keep confidential all records of the Fund and information
relating to the Fund and its shareholders (past, present and future), unless the
release of such records or information is otherwise consented to in writing by
the Fund. The Fund agrees that such consent shall not be unreasonably withheld
and may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
9. Cooperation with Accountants. PFPC shall cooperate with the
Fund's independent public accountants and shall take all
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reasonable actions in the performance of its obligations under this Agreement to
ensure that the necessary information is made available to such accountants for
the expression of their unqualified opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provisions for emergency use of electronic data processing equipment
to the extent appropriate equipment is available. In the event of equipment
failures, PFPC shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties or
obligations under, or other material noncompliance with, this Agreement.
11. Compensation. As compensation for services rendered by
PFPC during the term of this Agreement, the Fund will pay to PFPC a fee or fees
as may be agreed to from time to time in writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and hold
harmless PFPC and its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
the Securities Laws and any state and foreign securities and blue sky laws, and
amendments thereto), and expenses, including (without limitation) reasonable
attorneys' fees and disbursements (collectively, "Losses"), arising directly or
indirectly from any action or omission to act which PFPC takes (i) at the
request or on the direction of or in reliance on the advice of the Fund or (ii)
upon Oral or Written Instructions. Neither PFPC, nor any of its affiliates,
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf
of the Fund except as specifically set forth herein or as may be specifically
agreed to by PFPC in writing. PFPC shall be obligated to exercise care and
diligence in the performance of its duties hereunder, to act in good faith and
to use it best efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be liable for any damages arising
out of PFPC's failure to perform its duties under this Agreement to the extent
such damages arise out of PFPC's
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willful misfeasance, bad faith, gross negligence or reckless disregard of such
duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC, shall not be liable for losses
beyond its control, provided that PFPC has acted in accordance with the standard
of care set forth above; and (ii) PFPC shall not be under any duty or obligation
to inquire into and shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction, notice or other
instrument which conforms to the applicable requirements of this Agreement, and
which PFPC reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of circumstances beyond
PFPC's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund may incur or
suffer by or as a consequence of PFPC's or its affiliates' performance of the
services provided hereunder, whether or not the likelihood of such losses or
damages was known by PFPC or its affiliates.
14. Description of Services. Unless PFPC receives Written
Instructions to the contrary, PFPC is authorized to take, and shall take, the
following actions without Oral or Written Instructions:
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper stockholder registrations;
(iii) Review new applications and correspond with
stockholders to complete or correct
information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
(vi) Countersign share certificates;
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(vii) Prepare and mail to stockholders confirmation
of activity and periodic statements;
(viii) Provide toll-free lines for direct
shareholder use, plus customer liaison staff
for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-
dealers of their Funds' activity, whether
executed through the broker-dealer or
directly with PFPC;
(x) Provide periodic stockholder lists and
statistics to the Fund;
(xi) Provide detailed data for underwriter/broker
confirmations;
(xii) Prepare periodic mailing of year-end tax and
statement information;
(xiii) Notify on a timely basis the investment
adviser, accounting agent, and custodian of
Fund activity; and
(xiv) Perform other participating broker-dealer
stockholder services as may be agreed upon
from time to time.
(b) Services Provided by PFPC Under Oral or Written
Instructions (which may be standing Instructions or operating procedures).
(i) Accept and post daily Fund purchases and
redemptions;
(ii) Accept, post and perform stockholder
transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies;
(v) Issue (when requested in writing by the
stockholder) and cancel certificates; and
(vi) Perform such other duties as the Fund may
reasonably request from time to time.
(c) Purchase of Shares. PFPC shall issue and credit an account
of an investor with the appropriate number of Shares,
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in the manner described in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a stockholder
account; and
(iii) Confirmation of receipt or crediting of funds
for such order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if
that function is properly authorized by the certificate of incorporation or
resolution of the Fund's Board of Directors. Shares shall be redeemed and
payment therefor shall be made in accordance with the Fund's prospectus when the
record holder tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares shall be redeemed
before the funds are provided to PFPC from the Fund's custodian (the
"Custodian"). If the record holder has not directed that redemption proceeds be
wired, when the Custodian provides PFPC with funds, the redemption check shall
be sent to and made payable to the record holder, unless:
(i) The surrendered certificate is drawn to the
order of an assignee or holder and the
transfer authorization is signed by the
record holder; or
(ii) Transfer authorizations are signed by the
record holder when Shares are held in book-
entry form.
When a broker-dealer notifies PFPC of a redemption desired by a customer, and
the Custodian provides PFPC with funds, PFPC shall prepare and send the
redemption check to the broker-dealer and made payable to the broker-dealer on
behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution
of the Fund's Board of Directors authorizing the declaration and payment of
dividends and distributions, PFPC shall issue dividends and distributions
declared by the Fund in Shares, or, upon shareholder elections, pay such
dividends and distributions in cash, if provided for in the Fund's prospectus.
Such issuance or payment of dividends or distributions, as well as payments upon
redemption as described above, shall be made after deduction and payment of the
required amount of funds to be withheld to designated authorities in accordance
with any applicable tax laws or other laws, rules or regulations. PFPC shall
prepare and mail to the Fund's shareholders such tax forms and other
information, or permissible substitute notice, relating to dividends and
distributions paid by the Fund as are required
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to be filed and mailed by applicable law, rule or regulation. PFPC shall
prepare, maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends above a stipulated amount paid by the Fund to
its shareholders as required by tax or other law, rule or regulation.
(f) Shareholder Account Service.
(i) PFPC shall offer to arrange, in accordance
with the prospectus, for issuance of Shares
obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders,
checks and applications.
(ii) PFPC shall offer to arrange, in accordance
with the prospectus, for a shareholder's:
- Exchange of Shares for shares of another
fund with which the Fund has exchange
privileges;
- Automatic redemption from an account where
that shareholder participates in an
automatic redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written
Instructions, PFPC shall address and mail all communications by the Fund to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund
shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Prospectus and Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the accounts for
each shareholder showing the following information:
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(i) Name, address and United States Tax
Identification or Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been
issued, including certificate numbers and
denominations;
(iii) Historical information regarding the account
of each shareholder, including dividends and
distributions paid and the date and price for
all transactions on a shareholder's account;
(iv) Any stop or restraining order placed against
a shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer
agent to perform any calculations contemplated or
required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop
notice against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument
bond or such other appropriate indemnity bond
issued by a surety company approved by PFPC;
and
(ii) Completion of a release and indemnification
agreement signed by the shareholder to
protect PFPC and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request
from any Fund shareholder to inspect stock records, PFPC will notify the Fund
and the Fund will issue instructions granting or denying each such request.
Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees and
does hereby, release PFPC from any liability for refusal of permission for a
particular shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates.
PFPC is hereby instructed to cancel outstanding certificates surrendered by the
Fund to reduce the total amount
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of outstanding shares by the number of shares surrendered by the Fund.
(l) Reports and Information. PFPC shall furnish the Fund with
the Following reports:
(i) Reports as to the number of Shares sold in
each state or other jurisdiction, and
(ii) Such periodic and special reports and such other
information, including statistical information
concerning stockholder accounts as the Fund may
reasonably request.
PFPC shall furnish to the Fund's Investment Adviser,
Administrator and Custodian and other persons providing services to the Fund
with such information as they may reasonably request in connection with the
performance of their respective duties and obligations with respect to the Fund.
15. Duration and Termination. This Agreement shall continue
until terminated by the Fund or by PFPC on sixty (60) days' prior written notice
to the other party.
16. Notices. All notices and other communications, including
Written Instructions, shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed to have
been given three days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered. Notices shall
be addressed (a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: Xxx Xxxxxxxx; (b) if to the Fund, c/o Pax World Management
Corp., 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, with a copy to Xxxxxx & Xxxxxxxx,
000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxx X. Xxxxxxxx, Esq. and Xxxxx
X. Lake, Esq.; or (c) at such other address as shall have been provided by like
notice to the sender of any such notice or other communication by the other
party. Any notice given by PFPC pursuant to Section 15 hereof also shall be
given to each member of the Board of Directors of the Fund at the address set
forth in the Registration Statement of the Fund as then in effect and to the
legal counsel to the Fund.
17. Amendments. This Agreement, or any term hereof, may be
changed or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
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18. Delegation; Assignment. PFPC may assign its rights and
delegate its duties hereunder to any wholly-owned direct or indirect subsidiary
or PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC
gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or
assignee) agrees with PFPC and the Fund to comply with all relevant provisions
of the 1940 Act and the rules and regulations of the SEC thereunder and with
this Agreement; and (iii) PFPC and such delegate (or assignee) promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee). Except as provided
above, this Agreement and the rights and duties of PFPC hereunder may not be
assigned without the prior written consent of the Fund.
19. Counterparts. This Agreement may be executed 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.
20. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their agreement,
if any, with respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
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(f) Facsimile Signatures. The facsimile signature of any party
this Agreement shall constitute the valid and binding execution hereof by such
party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
PFPC INC.
By: ______________________________
[Name]
[Title]
PAX WORLD GROWTH FUND, INC.
By:______________________________
[Name]
[Title]
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Authorized Persons Appendix
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Name (Type) Signature
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