TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this A~ day of B~, 19C~, by and
between D~ (hereinafter referred to as the "I~") and Firstar Trust Company, a
corporation organized under the laws of the State of Wisconsin (hereinafter
referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the I~ is an/are open-ended management investment
company/companies which is/are registered under the Investment Company Act of
1940; and
WHEREAS, the Agent is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers;
NOW, THEREFORE, the I~ and the Agent do mutually promise and agree as
follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in this Agreement, the I~
hereby employ/s and appoint/s the Agent to act as transfer agent and dividend
disbursing agent.
The Agent shall perform all of the customary services of a transfer agent
and dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:
A. Receive orders for the purchase of shares, with prompt delivery, where
appropriate, of payment and supporting documentation to the I~'s
custodian;
B. Process purchase orders and issue the appropriate number of
certificated or uncertificated shares with such uncertificated shares
being held in the appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the I~'s custodian;
D. Pay monies (upon receipt from the I~'s custodian, where relevant) in
accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between funds within the same family of funds;
G. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
H. Prepare and transmit payments for dividends and distributions declared
by the I~.
I. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the I~ and maintain, pursuant to
Section Rule 17ad- 10(e), a record of the total number of shares of
the I~ which are authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail, receive
and tabulate proxies;
L. Mail shareholder reports and prospectuses to current shareholders;
M. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
N. Provide shareholder account information upon request and prepare and
mail confirmations and statements of account to shareholders for all
purchases, redemptions and other confirmable transactions as agreed
upon with the I~; and
O. Provide a Blue Sky System which will enable the I~ to monitor the
total number of shares sold in each state. In addition, the I~ shall
identify to the Agent in writing those transactions and assets to be
treated as exempt from the Blue Sky reporting to the I~ for each
state. The responsibility of the Agent for the I~'s Blue Sky state
registration status is solely limited to the initial compliance by the
I~ and the reporting of such transactions to the I~.
2. Compensation
The I~ agree/s to pay the Agent for performance of the duties listed in
this Agreement; the fees and out-of-pocket expenses include, but are not limited
to the following: printing, postage, forms, stationery, record retention,
mailing, insertion, programming, labels, shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the I~ and the Agent.
The I~ agree/s to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
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3. Representations of Agent
The Agent represents and warrants to the I~ that:
A. it is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. it is duly qualified to carry on its business in the state of
Wisconsin;
C. it is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement; and
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.
4. Representations of the I~
The I~ represent/s and warrant/s to the Agent that:
A. The I~ is an/are open-ended diversified investment company/companies
under the Investment Company Act of 1940;
B. The I~ is/are corporation/s or business trust/s organized, existing,
and in good standing under the laws of F~;
C. The I~ is/are empowered under applicable laws and by its/their G~
Corporate Charter/Declaration of Trust and bylaws to enter into and
perform this Agreement;
D. All necessary proceedings required by the G~ Corporate
Charter/Declaration of Trust have been taken to authorize it/them to
enter into and perform this Agreement;
E. The I~ will comply with all applicable requirements of the Securities
and Exchange Acts of 1933 and 1934, as amended, the Investment Company
Act of 1940, as amended, and any laws, rules and regulations of
governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 is currently
effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect
to all shares of the F~ being offered for sale.
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5. Covenants of I~ and Agent
The I~ shall furnish the Agent a certified copy of the resolution of the
Board of E~ of the I~ authorizing the appointment of the Agent and the execution
of this Agreement. The I~ shall provide to the Agent a copy of the G~ Corporate
Charter/Declaration of Trust, bylaws of the J~, and all amendments.
The Agent 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 Agent agrees that all such records prepared or
maintained by the Agent relating to the services to be performed by the Agent
hereunder are the property of the I~ and will be preserved, maintained and made
available in accordance with such section and rules and will be surrendered to
the I~ on and in accordance with its/their request.
6. Indemnification; Remedies Upon Breach
The Agent agrees to use reasonable care and act in good faith in performing
its duties hereunder.
Notwithstanding the foregoing, the 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. In the event of a mechanical breakdown beyond its control,
the Agent shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond the Agent's control. The
Agent will make every reasonable effort to restore any lost or damaged data, and
the correcting of any errors resulting from such a breakdown will be at the
Agent's expense. The Agent agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of D~ shall be entitled to inspect the
Agent's premises and operating capabilities at any time during regular business
hours of the Agent, upon reasonable notice to the Agent.
The I~ will indemnify and hold the 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 Agent's bad faith or negligence, and arising out of or in
connection with the Agent's duties on behalf of the I~ hereunder.
Further, the I~ will indemnify and hold the 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 as a
result of the negligence of the I~ or the principal underwriter (unless
contributed to by the Agent's own negligence or bad faith); or as a result of
the Agent acting upon telephone instructions relating to the exchange or
redemption of shares
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received by the Agent and reasonably believed by the Agent to have originated
from the record owner of the subject shares; or as a result of the Agent acting
upon any instructions executed or orally communicated by a duly authorized
officer or employee of the I~, according to such lists of authorized officers
and employees furnished to the Agent and as amended from time to time in writing
by a resolution of the Board of E~ of the I~; or as a result of acting in
reliance upon any genuine instrument or stock certificate signed, countersigned
or executed by any person or person's authorized to sign, countersign or execute
the same.
In order for this section to apply, it is understood that if in any case
the I~ may be asked to indemnify or hold harmless the Agent, the I~ shall be
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Agent will use reasonable care to notify the I~
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the I~. The I~ shall have the option to defend
the Agent against any claim which may be the subject of this indemnification
and, in the event that the I~ so elect/s the Agent will so notify the I~, and
thereupon the I~ shall take over complete defense of the claim and the Agent
shall sustain no further legal or other expenses in such situation for which the
Agent shall seek indemnification under this section. The Agent will in no case
confess any claim or make any compromise in any case in which the I~ will be
asked to indemnify the Agent, except with the I~'s prior written consent.
7. Confidentiality
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the I~ and
its/their shareholders and shall not be disclosed to any other party, except
after prior notification to and approval in writing by the I~, which approval
shall not be unreasonably withheld and may not be withheld where the 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.
H~ Additional Series. The _______________ Investment Trust is authorized to
issue separate classes of shares of beneficial interest representing interests
in separate investment portfolios. The parties intend that each portfolio
established by the trust, now or in the future, be covered by the terms and
conditions of this agreement.
8. Wisconsin Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the state of Wisconsin.
9. Amendment, Assignment, Termination and Notice
A. This Agreement may be amended by the mutual written consent of the
parties.
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B. After the first full year, this Agreement may be terminated upon
ninety (90) day's written notice given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the
other party.
D. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered,
or mailed to the principal place of business of the other party.
E. In the event that the I~ give/s to the Agent its/their written
intention to terminate and appoint a successor transfer agent, the
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 Agent
under this Agreement.
F. Should the I~ exercise its/their right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
paid by the I~.
D~ Firstar Trust Company
By: By:
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Attest: Attest:
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Assistant Secretary
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