Exhibit 8.3
TRANSFER AGENCY AND SERVICE AGREEMENT
between
LEBENTHAL FUNDS, INC.
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
Page
1. Duties of the Bank................................................................. 1
2. Fees and Expenses.................................................................. 3
3. Bank as Trustee or Custodian of Retirement Plans................................... 4
4. National Securities Clearing Corporation Participation............................. 4
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
Code............................................................................... 4
6. Data Access and Proprietary Information............................................ 6
7. Indemnification.................................................................... 7
8. Standard of Care................................................................... 8
9. Covenants of the Fund and the Bank................................................. 8
10. Representations and Warranties of the Bank......................................... 9
11. Representations and Warranties of the Fund......................................... 10
12. Termination of Agreement........................................................... 10
13. Additional Funds................................................................... 10
14. Assignment......................................................................... 11
15. Amendment.......................................................................... 11
16. Massachusetts Law to Apply......................................................... 11
17. Force Majeure...................................................................... 11
18. Consequential Damages.............................................................. 11
19. Limitations of Shareholder Liability............................................... 12
C/M 10675.0002 352052.1
Page
20. Merger of Agreement................................................................ 12
21. Survival........................................................................... 12
22. Severability....................................................................... 12
23. Counterparts....................................................................... 12
C/M 10675.0002 352052.1
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the________day of November, 1995, by and between
LEBENTHAL FUNDS, INC. a Maryland corporation, having its principal office and
place of business at 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, (the "Fund"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Bank");
WHEREAS, the Bank has been appointed by each of the investment
companies (including each series thereof) listed on Schedule A (the
"Fund(s)"), each an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended, as transfer
agent, dividend disbursing agent and shareholder servicing agent in connection
with certain activities, and the Bank has accepted each such appointment;
WHEREAS, the Bank has entered into a Transfer Agency and Service
Agreement with each of the Funds (including each series thereof) listed on
Schedule A pursuant to which the Bank is responsible for certain transfer
agency and dividend disbursing functions for each Fund's authorized and issued
shares of common stock or shares of beneficial interest as the case may be
("Shares") and each Fund's shareholders ("Shareholders").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenant herein
contained, the parties hereto agree as follows:
1. Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the Bank
shall act as the Fund's transfer agent for Shares in connection with any
accumulation plan, open-account, dividend reinvestment plan, retirement plan
or similar plan provided to Shareholders and set out in each Fund's currently
effective prospectus and statement of additional information ("Prospectus"),
including without limitation any periodic investment plan or periodic
withdrawal program. In accordance with procedures established from time to
time by agreement between each Fund and the Bank, the Bank shall provide the
services listed in this Section 1.
(a) The Bank shall:
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of each Fund
authorized pursuant to the Articles of Incorporation of
each Fund (the "Custodian");
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(ii) pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation
thereof to the Custodian;
(iv) in respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions directly
with broker-dealers authorized by each Fund;
(v) at the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
(vi) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vii) prepare and transmit payments for dividends and
distributions declared by each Fund;
(viii) issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory to
the Bank and protecting the Bank and each Fund, and the
Bank at its option, may issue replacement certificates
in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) maintain records of account for and advise each Fund and
its Shareholders as to the foregoing; and
(x) Record the issuance of Shares of each Fund and maintain
pursuant to Rule 17Ad-10(e) of the Securities Exchange
Act of 1934 as amended (the "Exchange Act of 1934") a
record of the total number of Shares of each Fund which
are authorized, based upon data provided to it by each
Fund, and issued and outstanding. The Bank shall also
provide each Fund on a regular basis with the total
number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall be
the sole responsibility of each Fund.
1.2 (a) For Reports, the Bank shall:
(i) maintain all Shareholder accounts, prepare meeting, proxy,
and mailing lists, withhold taxes on U.S. resident and
non-resident alien accounts, prepare and
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file U.S. Treasury Department reports required with
respect to dividends and distributions by federal
authorities for all Shareholders, prepare confirmation
forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable
transactions in Shareholder account information.
(b) For blue sky reporting the Bank shall provide a system that
will enable each Fund to monitor the total number of Shares
sold in each State, and each Fund shall:
(i) identify to the Bank in writing those transactions and
assets to be treated as exempt from blue sky reporting
for each State; and
(ii) verify the establishment of transactions for each State
on the system prior to the activity for each State, the
responsibility of the Bank for each Fund's blue sky State
Registration status is solely limited to the initial
establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
1.3 Per the attached service responsibility schedule procedures as to who
shall provide certain of these services in Section 1 may be
established from time to time by agreement between the Fund and the
Bank. The Bank may at times perform only a portion of these services
and the Fund or its agent may perform these services on each Fund's
behalf.
1.4 The Bank shall provide additional services on behalf of the Fund
(i.e., escheat services) that may be agreed upon in writing between
the Bank and the Fund.
2. Fees and Expenses
2.1 For the performance by the Bank pursuant to this Agreement, each Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section
2.2 below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, each Fund agrees
to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or
advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by
the Bank at the request or with the consent of the Fund, will be
reimbursed by the Fund.
2.3 Each Fund agrees to pay all fees and reimbursable expenses within five
days following the receipt of the respective billing notice. Postage
for mailing of dividends, proxies,
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Fund reports and other mailings to all shareholder accounts shall be
advanced to the Bank by the Fund at least seven (7) days prior to the
mailing date of such materials.
3. Bank as Trustee or Custodian of Retirement Plans
As agreed upon in writing between the parties, the Bank and Fund agree
that the Bank may serve as the named custodian or trustee of
individual retirement accounts established under section 408 of the
Internal Revenue Code (the"Code"), tax-sheltered annuity plans
established under section 403(b) of the Code, qualified plans under
section 401(a) of the Code, or money purchase plans, pension plans, or
profit sharing plans with a cash deferred arrangement under section
401(k) of the Code (collectively "Retirement Plans").
4. National Securities Clearing Corporation Participation
4.1 Each Fund intends to participate in the National Securities Clearing
Corporation ("NSCC") program for the automated registration input
process provided by the NSCC's Fund/Serv system and the centralized
and standardized communication system for the exchange of customer
level information and activity through the NSCC's Networking system.
Each Fund hereby instructs the Bank and its service agent to process
transactions in the Shareholder accounts for those broker-dealers who
are transmitting on behalf of each Fund through the NSCC's Fund/Serv
and Networking system. The Bank is hereby instructed to process such
shareholder transactions solely on the instructions of the
transmitting broker-dealers.
4.2 Each Fund has presented the Bank with the ICI Model Networking
Agreement (the "Networking Agreement") and hereby instructs and
authorizes State Street to execute and implement the Networking
Agreement in order to facilitate such processing. Pursuant to of the
Networking Agreement, the broker-dealer engaged by each Fund to
participate in Networking on behalf of each Fund is entitled to
indemnification from the Bank.
4.3 The Bank is entitled to indemnification from each Fund under the terms
of Section 7 of this Agreement. Each Fund hereby agrees that the
indemnification of the broker-dealer under the Networking Agreement
against the Bank or its sub-contractors hereunder each Fund shall
indemnify the Bank pursuant to this Agreement. Notwithstanding
anything in the Networking Agreement, each Fund and the Bank agree
that the Bank shall have no more liability to either the Fund or the
broker-dealer than it has to a Fund under this Agreement.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
5.1 The Bank is authorized to promptly debit the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for
funds transfer and in the amount of money that the Bank has been
instructed to transfer. The Bank shall execute payment orders in
compliance with the
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Security Procedure and with the Fund's instructions on the execution
date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order
specifies a later time. All payment orders and communications received
after this time frame will be deemed to have been received the next
business day.
5.2 Each Fund acknowledges that the Security Procedure it has designated
on the Fund Selection Form was selected by the Fund from security
procedures offered by the Bank. Each Fund shall restrict access to
confidential information relating to the Security Procedure to
authorized persons as communicated to the Bank in writing. Each Fund
must notify the Bank immediately if it has reason to believe
unauthorized persons may have obtained access to such information or
of any change in the Fund's authorized personnel. The Bank shall
verify the authenticity of all such instructions according to the
Security Procedure.
5.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account
number, the account number shall take precedence and govern.
5.4 When a Fund initiates or receives Automated Clearing House ("ACH")
credit and debit entries pursuant to these guidelines and the rules of
the National Automated Clearing House Association and the New England
Clearing House Association, the Bank will act as an Originating
Depository Financial Institution and/or receiving Depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by the Bank with respect to an ACH credit entry are provisional
until the Bank receives final settlement for such entry from the
Federal Reserve Bank. If the Bank does not receive such final
settlement, each Fund agrees that the Bank shall receive a refund of
the amount credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be deemed to
have paid the amount of the entry.
5.5 The Bank reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Bank's receipt
of such payment order; (b) if initiating such payment order would
cause the Bank, in the Bank's sole judgement, to exceed any volume,
aggregate dollar, network, time, credit or similar limits upon wire
transfers which are applicable to the Bank; or (c) if the Bank, in
good faith, is unable to satisfy itself that the transaction has been
properly authorized.
5.6 The Bank shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with
the Security Procedure provided that such requests are received in a
timely manner affording the Bank reasonable opportunity to act.
However, the Bank assumes no liability if the request for amendment or
cancellation cannot be satisfied.
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5.7 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the
payment order instructions as received and the Bank complies with the
Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the
detection of errors in payment orders.
5.8 The Bank shall assume no responsibility for lost interest with respect
to the refundable amount of any unauthorized payment order unless the
Bank is notified of the unauthorized payment order within thirty (30)
days or notification by the Bank of the acceptance of such payment
order. In no event (including failure to execute a payment order)
shall the Bank be liable for special, indirect or consequential
damages, even if advised of the possibility of such damages.
5.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within 24 hours notice of which may be delivered through the
Bank's proprietary information systems, or by facsimile or call-back.
Client must report any objections to the execution of an order within
30 days.
6. Data Access and Proprietary Information
6.1 Each Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and other
information furnished to the Fund by the Bank are provided solely in
connection with the services rendered under this Agreement and
constitute copyrighted trade secrets or propriety information of
substantial value to the Bank. Such databases, programs, formats,
designs, techniques and other information are collectively referred to
below as "Proprietary Information". Each Fund agrees that it shall
treat all Proprietary Information as proprietary to the Bank and
further agrees that it shall not divulge any Proprietary Information
to any person or organization except as expressly permitted hereunder.
Each Fund agrees for itself and its employees and agents:
(a) to use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the locations
agreed to between the Fund and the Bank and (iii) in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the Fund's
computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any programs,
data or other information not owned by the Fund, and if such
access is accidently obtained, to respect and safeguard the
same Proprietary Information;
(d) to refrain from causing or allowing information transmitted
from the Bank's computer to the Fund's terminal to be
retransmitted to any other computer
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terminal or other device except as expressly permitted by the
Bank, such permission not to be unreasonably withheld;
(e) that the Fund shall have access only to those authorized
transactions as agreed to between the Fund and the Bank; and
(f) to honor reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law and under applicable
statutes.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to Section 6.
7. Indemnification
7.1 The Bank shall not be responsible for, and each Fund shall indemnify
and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) all actions of the Bank or its agent or subcontractors required
to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or
willful misconduct;
(b) the Fund's lack of good faith, negligence or willful misconduct;
(c) the reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of
the Fund including but not limited to any previous transfer
agent or registrar excluding the Bank;
(d) the reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Fund;
and
(e) the offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.
7.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the
Fund for any action
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taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel.
The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on
behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its
agents or subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Fund, and shall not be
held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents
and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear
the proper manual or facsimile signatures of the officers of the Fund,
and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this Section
7 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the
Fund of such assertion, and shall keep the Fund advised with respect
to all developments concerning such claim. The Fund shall have the
option to participate with the Bank in the defense of such claim or to
defend against said claim in its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in
any case in which the Fund may be required to indemnify the Bank
except with the Fund's prior written consent.
8. Standard of Care
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.
9. Covenants of the Fund and the Bank
9.1 The Fund shall promptly furnish to the Bank the following:
(a) a certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) a copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
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9.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
9.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
9.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
9.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
10. Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
(a) it is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts;
(b) it is duly qualified to carry on its business in The Commonwealth
of Massachusetts;
(c) it is empowered under applicable laws and by its Charter and By-
Laws to enter into and perform this Agreement;
(d) all requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
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(f) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act.
11. Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
(a) it is a corporation duly organized and existing and in good
standing under the laws of Maryland;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(c) all corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
12. Termination of Agreement
12.1 This Agreement shall continue for a period of years (the "Initial
Term") and be renewed or terminated as stated below.
12.2 This Agreement shall terminate upon the termination of the Transfer
Agency Agreement between the Funds and the Bank.
12.3 This Agreement may be terminated or renewed after the Initial Term by
either party upon ninety (90) days written notice to the other.
12.4 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Bank reserves the right to charge
for any other reasonable expenses associated with such termination
and/or a charge equivalent to the average of three (3) months' fees.
13. Additional Funds
13.1 If the Fund and the Bank wish the Bank to act as transfer agent for
additional investment companies registered under the Investment
Company Act of 1940 as amended or series shall be Funds hereunder.
13.2 The parties will amend Schedule A and duly authorized officers of each
party shall agree in writing for the Bank to act as transfer agent for
such new funds (including series thereof) under this Agreement.
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14. Assignment
14.1 Except as provided in Section 14.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
14.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
14.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (a) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (b) National
Financial Data Services, Inc., a subsidiary of BFDS duly registered as
a transfer agent pursuant to Section 17A(c)(2) or (c) a BFDS
affiliate; provided, however, that the Bank shall be as fully
responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
15. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties.
16. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
17. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
18. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
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19. Limitations of Shareholder Liability
Each party hereby expressly acknowledges that recourse against the
Funds shall be subject to those limitations provided by governing law
and the Articles of Incorporation of the Funds, as applicable, and
agrees that obligations assumed by the Funds pursuant to the Transfer
Agency Agreement shall be limited in all cases to the Funds and their
respective assets. Each party shall not seek satisfaction from the
Shareholders or any individual Shareholder of the Funds, nor shall any
party seek satisfaction of any obligations from the Directors or any
individual Director of the Funds.
20. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
21. Survival
All provisions regarding indemnification, warranty, liability, and
limits thereon, and confidentiality and\or protection of proprietary
rights and trade secrets shall survive the termination of this
Agreement.
22. Severability
If any provision or provisions of this Agreement shall be held
invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
23. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day of November, 1995.
LEBENTHAL FUNDS, INC.
BY:
TITLE:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
BY:
TITLE: Executive Vice President
ATTEST:
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SCHEDULE A
FUNDS
Lebenthal New York Municipal Bond Fund
Lebenthal New Jersey Municipal Bond Fund
Lebenthal Taxable Municipal Bond Fund
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STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
Bank Fund
1. Receives orders for the purchase
of Shares.
2. Issue Shares and hold Shares in
Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above
directly with broker-dealers.
5. Pay over monies to redeeming
Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends
and distributions.
8. Issue Replacement Certificates.
9. Reporting of abandoned property.
10. Maintain records of account.
11. Maintain and keep a current and
accurate control book for each
issue of securities.
12. Mail proxies.
13. Mail Shareholder reports.
14. Mail prospectuses to current
Shareholders.
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Service Performed Responsibility
Bank Fund
15. Withhold taxes on U.S. resident
and non-resident alien accounts.
16. Prepare and file U.S. Treasury
Department forms.
17. Prepare and mail account and
confirmation statements for
Shareholders.
18. Provide Shareholder account
information.
19. Blue sky reporting.
* Such services are more fully described in Section 1 of the Agreement.
LEBENTHAL FUNDS, INC.
BY:
TITLE:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
BY:
TITLE: Executive Vice President
ATTEST:
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