EXHIBIT 17(a)
XXXXXXX XXXXX TRUST
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 15th day of July, 1991 by and between Xxxxxxx
Sachs Trust (the "Trust"), a Massachusetts business trust and Xxxxxxx, Xxxxx &
Co. ("Xxxxxxx Sachs"), a New York limited partnership.
W I T N E S S E T H:
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WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Trust is empowered to issue units of beneficial interest
("Units") in separate series (each a "Fund") with each such Fund representing
the interests in a separate portfolio of securities and other assets;
WHEREAS, the Trust presently offers Units in three Funds, known as GS
Short-Term Government Agency Fund, GS Global Income Fund and GS Adjustable Rate
Government Agency Fund (such Funds together with all other Funds subsequently
established by the Trust being collectively referred to as the "Funds");
WHEREAS, the Trust desires to appoint Xxxxxxx Xxxxx as Transfer Agent and
Dividend Disbursing Agent and to perform the other services contemplated hereby
with respect to the Trust and each Fund; and
WHEREAS, Xxxxxxx Sachs is a registered transfer agent and is authorized to
enter into this agreement and desires to accept appointment as Transfer Agent
and Dividend Disbursing Agent; and
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT
1.01. Subject to the terms set forth in this Agreement, the Trust hereby
appoints Xxxxxxx Xxxxx as Transfer Agent and Dividend Disbursing
Agent and to perform the other services contemplated hereby with
respect to the Trust and each Fund.
1.02. Xxxxxxx Sachs hereby accepts such appointment and agrees that it
will act as Transfer Agent and Dividend Disbursing Agent and perform
the other services described herein with respect to the Trust and
each Fund.
1.03. Xxxxxxx Xxxxx agrees to provide the necessary facilities, equipment
and executive, administrative and clerical personnel to perform its
duties and obligations hereunder in accordance with the terms
hereof.
1.04 Xxxxxxx Sachs may engage third parties to act as agents for the
purpose of providing the Transfer Agency services described below
all as shall be set forth in a written contract between Xxxxxxx
Sachs and the agent; provided, however, that the appointment of any
agent shall not relieve Xxxxxxx Xxxxx of its responsibilities or
liabilities hereunder.
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2. TRANSFER AGENT
2.01. Xxxxxxx Sachs shall, subject to any Instructions (as defined in
Section 5 hereof), record the issuance, transfer and redemptions of
Units in accordance with the following provisions of this Section 2.
2.02. Upon receipt of orders to purchase units in proper form Xxxxxxx
Sachs shall compute in accordance with each Fund's Prospectus (the
term "Prospectus," as used herein, shall be deemed to mean each
Fund's then current Prospectus, all supplements thereto, the Trust's
then current Statement of Additional Information and all supplements
thereto unless the context otherwise requires) the number of Units
to be purchased at the net asset value of such Units applicable to
such order and shall (i) credit the account of the purchaser with
the number of Units so purchased as of the time contemplated by each
Fund's Prospectus and (ii) upon the settlement date, mail to the
purchaser a confirmation of such purchase and notice of such credit.
2.03. Upon receipt of requests for transfer in proper form, Xxxxxxx Xxxxx
shall make appropriate entries to reflect the transfer of Units on
the records of the Trust maintained by it.
2.04. Xxxxxxx Sachs shall make an adequate and accurate record of the date
and time of receipt of all requests for redemption of Units
transmitted or delivered to it, and shall process such requests in
accordance with the following provisions. If such redemption
requests comply with the standards for redemption approved by the
Trust (as evidenced by each Fund's Prospectus or by Instructions),
Xxxxxxx Xxxxx shall compute in accordance with each Fund's
Prospectus the amount of redemption proceeds payable to each
Unitholder requesting redemption. If any such request for redemption
does not comply with the standards for redemption approved by the
Trust, Xxxxxxx Sachs shall take such actions as it reasonably deems
appropriate under the circumstances and shall effect such redemption
at the price applicable to the date and time of receipt of a
redemption request (including any necessary documents) complying
with such standards. At such times as may be agreed upon by Xxxxxxx
Sachs and the Custodian so as to provide for the timely payment of
redemptions in accordance with each Fund's Prospectus, Xxxxxxx Xxxxx
shall advise the Custodian of aggregate redemption requests for
which the Custodian is authorized to effect payment and shall advise
the Custodian of the amount required to pay any portion of such
redemptions which is payable by wire and the amount required to pay
any portion of such redemptions which is payable by check. In
accordance with the provisions of the resolutions of the Trust's
Board of Trustees and each Fund's Prospectus and with the terms of
this Agreement, Xxxxxxx Sachs shall prepare and mail checks for
redemptions to holders of Units ("Unitholders") who requested that
redemption proceeds be remitted by check. Xxxxxxx Xxxxx shall mail
to the redeeming Unitholder a confirmation of the redemption.
2.05. In addition to mailing the confirmation and notice to purchasers as
provided in paragraph 2.02 and the confirmation of redeeming
Unitholders as provided in paragraph 2.04, Xxxxxxx Sachs will also
provide a quarterly statement to Unitholders as described in each
Fund's Prospectus.
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3. DIVIDENDS AND DISTRIBUTIONS
3.01 With respect to those Unitholders which have elected reinvestment of
dividends and distributions in additional Units, Xxxxxxx Xxxxx shall
credit the account of such Unitholders with the requisite number of
additional Units relative to each such dividend or distribution.
With respect to those Unitholders which have elected to receive such
dividends and distributions in cash, at such times as may be agreed
upon by Xxxxxxx Sachs and the Custodian so as to provide for the
timely payment of dividends or distributions to Unitholders in
accordance with the provisions of each Fund's Prospectus, Xxxxxxx
Sachs shall advise the Custodian orally of and confirm to it in
writing, the aggregate amount of dividends or distributions payable
to Unitholders and shall advise the Custodian orally of and confirm
to it in writing, the amount required to pay any portion of any such
dividend or distribution which is payable by wire and the amount
required to pay any portion of any such dividend or distribution
which is payable by check. In accordance with the provisions of the
resolutions of the Trust's Board of Trustees and each Fund's
Prospectus and with the terms of this Agreement, Xxxxxxx Xxxxx shall
prepare and mail checks for dividends or distributions to
Unitholders who requested payment thereof by check.
4. ADDITIONAL DUTIES
4.01. Xxxxxxx Sachs shall establish and maintain a separate account with
respect to each Unitholder. Xxxxxxx Xxxxx shall perform such
"master" and "subaccounting" services, if any, as described in each
Fund's Prospectus, provided that the Trust shall not change the
description of such services in each Fund's Prospectus without
obtaining the advance consent of Xxxxxxx Sachs. Xxxxxxx Xxxxx shall
maintain records showing for each Unitholder's account the
following: (a) name, address, tax identifying number and number of
Units held; (b) historical information regarding the account,
including dividends and distributions paid and date and price for
all transactions; (c) any stop or restraining order placed against
the account; (d) information with respect to withholdings; (e) any
dividend or distribution reinvestment order, dividend or
distribution address and correspondence relating to the current
maintenance of the account; and (f) any information required in
order for Xxxxxxx Sachs to perform the calculations and make the
determinations contemplated or required by this Agreement. Xxxxxxx
Sachs shall maintain all records relating to its activities and
obligations under this Agreement in such manner as will enable the
Trust and Xxxxxxx Xxxxx to meet their respective obligations under:
(i) each Fund's Prospectus; (ii) the required recordkeeping and
reporting provisions of the 1934 Act, particularly Section 17A
thereof, and of the 1940 Act, particularly Sections 30 and 31
thereof, and state securities or Blue Sky laws, and the rules and
regulations thereunder; and (iii) applicable Federal and State tax
laws and regulations thereunder. All records maintained by Xxxxxxx
Sachs in connection with the performance of its duties under this
Agreement will remain the property of the Trust, shall be returned
to the Trust promptly upon request and, in the event of termination
of this Agreement, will be promptly returned to or delivered as
directed by the Trust. Such records may be inspected by the Trust at
reasonable times. In the event such records are returned to or
delivered as directed by the Trust, Xxxxxxx Xxxxx may at its option
retain copies of such records.
4.02. Xxxxxxx Sachs shall furnish to the Trust: (a) information as to the
Units distributed or to be distributed in each State for "Blue Sky"
purposes at such times and in such degree of detail as is necessary
for the Trust to verify the satisfaction of or to satisfy its
obligations to register such Units under applicable "Blue Sky" laws,
and (b) copies of Unitholder lists and such other information and
statistical data as may reasonably be requested in Instructions.
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4.03. Xxxxxxx Xxxxx shall prepare and file with the Internal Revenue
Service and with the appropriate State agencies, and, if required,
mail to Unitholders such returns for reporting:
(i) dividends and distributions paid, credited or withheld as are
required by each Fund's Prospectus or applicable law or
regulation to be so filed and mailed and
(ii) expenses incurred by the Trust as are required by applicable
Federal law.
4.04. Xxxxxxx Sachs will provide each unitholder with a printed
confirmation for each transaction and an individual statement as
described in each Fund's Prospectus. Upon request from a Unitholder,
Xxxxxxx Xxxxx shall prepare and mail a year-to-date statement
showing all activity in such Unitholder's account on a year-to-date
basis.
4.05. Xxxxxxx Sachs shall mail such Unitholder reports and such proxy
material, proxy cards and other material supplied to it by the Trust
in connection with Unitholder meetings of the Trust and shall
receive, examine and tabulate returned proxies and certify the vote
to the Trust, all as and to the extent requested by the Trust.
4.06. Xxxxxxx Xxxxx shall cooperate with the Trust and the Trust's
independent public accountants in connection with: (a) the
preparation of reports to Unitholders, to the Securities and
Exchange Commission (including all required periodic and other
reports), to State securities commissioners, and to others, (b)
annual and other audits of the books and records of the Trust, and
(c) other matters of a like nature.
4.07. Xxxxxxx Sachs shall maintain adequate procedures and systems to
safeguard from loss or damage attributable to fire, theft, misuse or
any other cause the Trust's records and other data and Xxxxxxx
Sachs' records, data, equipment, facilities and other property used
in the performance of its obligations hereunder.
4.08. Xxxxxxx Xxxxx shall comply with the provisions of Investment Company
Act Release No. 6863 dated December 8, 1971 entitled "Guidelines
Relating to Checking Accounts Established Pursuant to Section 17(f)
of The Investment Company Act of 1940, as Amended, by Investment
Companies Having Bank Custodians" (the "Release") with regard to the
establishment and maintenance of any checking account for the Trust.
At the end of each calendar month, Xxxxxxx Sachs shall represent in
writing to the Board of Trustees of the Trust that it has complied
with the terms of the Release during the month. Xxxxxxx Xxxxx shall
establish and maintain procedures reasonably designed to assure the
safekeeping of checks delivered to Xxxxxxx Sachs for signature by
employees of Xxxxxxx Xxxxx and the security and integrity of the
signing of such checks. Xxxxxxx Sachs' employees are not permitted
to sign any such checks which are made payable to "Cash" or to the
order of the Trust or to any named xxxxx cashier of the Trust or
which are not made payable to the order of a designated payee.
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4.09. Xxxxxxx Sachs shall maintain expedited redemption and dividend
instructions from Unitholders in the form of such records as are
necessary to honor telephone, telegraph or other redemption requests
from Unitholders without signature guarantee and to effect the
payment of dividends and distributions in accordance with the
provisions of each Fund's Prospectus. Xxxxxxx Xxxxx shall apply such
instructions as necessary to effect dividends, distributions,
redemptions and other transactions in accordance with the provisions
of each Fund's Prospectus. Xxxxxxx Sachs shall establish and
maintain procedures reasonably designed to assure the accuracy,
safekeeping and proper application of records of expedited
redemption and dividend instructions.
4.10. Xxxxxxx Xxxxx, in the performance of its duties hereunder:
(a) shall use the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like
aims; and
(b) shall act in conformity with the Trust's Agreement and
Declaration of Trust dated as of September 24, 1987 (such
Agreement and Declaration of Trust, as presently in effect and
as amended from time to time, is herein called the "Declaration
of Trust"), the Trust's By-Laws (such By-laws, as presently in
effect and as amended from time to time, are herein called the
"By-laws"), each Fund's Prospectus and any Instruction, and
will, subject to the standard set forth in paragraph 4.10(a)
above, comply with and conform to the requirements of the 1940
Act, the 1934 Act, particularly Section 17A thereof, and all
other applicable federal and state laws, regulations and
rulings; and
(c) shall not be liable for any damages, including those resulting
from its failure to perform its obligations under the terms of
this Agreement, provided such damages or failure are due to an
act of God, equipment or transmission failure, strike or other
cause reasonably beyond its control.
5. INSTRUCTIONS
5.01. Xxxxxxx Xxxxx shall be deemed to have received Instructions (as that
term is used herein) upon receipt of written instructions (including
receipt by telecopier, telegram, cable or Telex), which may be
continuing instructions, signed by a majority of the Board of
Trustees of the Trust or by a person that the Trustees shall have
from time to time authorized to give the particular class of
Instructions in question. Different persons may be authorized to
give Instructions for different purposes, and Instructions may be
general or specific in terms. A certified copy of a By-law,
resolution or action of the Board of Trustees of the Trust may be
received and accepted by Xxxxxxx Sachs as conclusive evidence of the
authority of any such persons to act and may be considered to be in
full force and effect until receipt by Xxxxxxx Xxxxx of written
notice to the contrary.
5.02. The Trust may also authorize one or more designated persons to issue
oral (such term as used herein including, without limitation,
telephoned) instructions, specifying the type or types of
instructions that may be so issued, in which case the Trust shall
deliver to Xxxxxxx Sachs resolutions of the Board of Trustees to
such effect. One or more of the persons designated by the Board of
Trustees to give oral instructions shall promptly confirm such oral
instructions in writing to Xxxxxxx Xxxxx. Such instructions when
given in accordance with the provisions hereof and with such
resolutions shall be deemed Instructions hereunder. In case of
conflict between oral Instructions given by a person
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designated in the resolution of the Board of Trustees referred to in
the first sentence of this paragraph 5.02 and any written
Instructions given by a person designated in the resolution of the
Board of Trustees referred to in the first sentence of this
paragraph 5.01, the Instructions most recently received by Xxxxxxx
Sachs shall prevail, and in case of conflict between oral
Instructions given by a person designated in such resolution and any
written confirmation or purported confirmation of oral Instructions,
such written confirmation shall prevail; provided that any
transaction initiated by Xxxxxxx Xxxxx pursuant to such oral
Instructions may, but need not, be completed by Xxxxxxx Sachs
notwithstanding Xxxxxxx Xxxxx' receipt of conflicting written
Instructions hereunder or written confirmation or purported
confirmation of oral Instructions hereunder subsequent to Xxxxxxx
Sachs' initiation of such transaction.
5.03 At any time Xxxxxxx Xxxxx may apply to any Trustee or officer of the
Trust or any person authorized to give instructions, and may consult
with legal counsel to the Trust with respect to any matter arising
in connection with the services to be performed by Xxxxxxx Sachs
under this Agreement, and Xxxxxxx Xxxxx and its agents or
subcontractors shall not be liable and shall be indemnified by the
Trust for any action taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel.
6. COMPENSATION
6.01. For the services provided and the expenses assumed by Xxxxxxx Sachs
pursuant to this Agreement, the Trust will pay to Xxxxxxx Xxxxx as
full compensation therefor the compensation set forth in the
schedule of even date herewith delivered by Xxxxxxx Sachs to the
Trust until a different compensation schedule shall be agreed upon
in writing between the parties which schedule shall be preceded by
approval of a majority of the Trustees, including the Trustees who
are not interested persons of the Trust or Xxxxxxx Xxxxx.
6.02. The Trust shall reimburse Xxxxxxx Sachs for the cost of any and all
forms (excluding the cost of developing the format of such forms)
prepared for use in connection with its actions hereunder, as well
as the cost of postage, telephone and telegraph used in
communicating with Unitholders of the Trust to the extent such
communications are required under the terms of this Agreement. The
Trust shall reimburse Xxxxxxx Xxxxx for the cost of any terminals
and communications facilities required to conduct business. Xxxxxxx
Sachs shall be entitled to all property rights to the format of all
forms it has prepared for use in connection with its actions
hereunder. The Trust shall also reimburse Xxxxxxx Xxxxx for all
microfiche, microfilm and other mediums for the permanent storage of
the Trust's records consumed by Xxxxxxx Sachs in the performance of
its obligations hereunder. Except as provided in this paragraph
6.02, Xxxxxxx Xxxxx will pay all expenses incurred by it in
connection with the performance of its duties under this Agreement.
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7. INDEMNIFICATION
7.01. The Trust hereby agrees to indemnify and hold harmless Xxxxxxx
Sachs, its officers, partners and employees and each person, if any,
who controls Xxxxxxx Xxxxx (collectively, the "Indemnified Parties")
against any and all losses, claims, damages or liabilities, joint or
several, to which any such Indemnified Party may become subject
under the 1934 Act, the 1940 Act or other Federal or State statutory
law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon Xxxxxxx Sachs' actions
hereunder. The Trust will reimburse each Indemnified Party for any
legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such loss, claim,
damages, liability or action.
7.02. It is understood, however, that nothing in this Section 7 shall
protect any Indemnified Party, or entitle any Indemnified Party to
indemnification against any liability to the Trust or its
Unitholders to which such party would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence, in the
performance of his duties, or by reason of his reckless disregard of
his obligations and duties under this Agreement.
8. TERM OF AGREEMENT
8.01. This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto, which agreement shall be
preceded by approval of the Trustees, including the Trustees who are
not interested persons of the Trust or Xxxxxxx Xxxxx, and may be
terminated (except as to the second and third sentences of paragraph
6.02 and as to paragraphs 7.01 and 7.02) by either party by an
instrument in writing delivered or mailed, postage prepaid, to the
other party, such termination to take effect no sooner than 120 days
after the date of such delivery or mailing.
8.02. Xxxxxxx Sachs and the Trust may agree from time to time, by written
instrument signed by both parties, on such provisions interpretative
of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this
Agreement. No interpretative or additional provisions made as
provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
9. MISCELLANEOUS
9.01. Without limiting the other provisions hereof, notice and other
writings delivered or mailed postage prepaid to the Trust in care of
Xxxxxxx, Xxxxx & Co., 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: Shareholder Services, or to such other address as the
Trust or Xxxxxxx Sachs may hereafter specify by written notice to
the most recent address specified by the party to whom such notice
is addressed, shall be deemed to have been properly delivered or
given hereunder to the respective addressee.
9.02. This Agreement shall be binding on and shall inure to the benefit of
the Trust and Xxxxxxx Xxxxx and their respective successors, shall
be construed according to the laws of Illinois and may be executed
in two or more counterparts, each of which shall be deemed an
original. This Agreement may not be assigned by Xxxxxxx Sachs nor
may Xxxxxxx Xxxxx' duties hereunder be performed by any other person
without the prior written consent of the Trust authorized and
approved by a resolution of the Board of Trustees. The term
"assigned" shall be construed consistently with the term
"assignment" as defined in Section
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2(a)(4) of the 1940 Act and Rule 2a-6 thereunder as if such Rule
applied to transfer and dividend disbursing agents. The headings in
this Agreement have been inserted for convenience of reference only
and shall not affect the meaning or interpretation of this
Agreement. 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. Any
provision in this Agreement requiring compliance with any statute or
regulation shall mean such statute or regulation as amended and in
effect from time to time. The Trust's Declaration of Trust, as
amended, is on file with the Secretary of State of the Commonwealth
of Massachusetts.
9.03. This Agreement is executed on behalf of the Trust and the
obligations hereunder are not binding upon any of the Trustees,
officers or Unitholders of the Trust individually but are binding
only upon the Trust and its assets and property.
XXXXXXX SACHS TRUST
Attest:
Xxxxxxxx X. Xxxxxxxxx By: Xxxxxxx Xxxxx Xxxxx
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Xxxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx
Secretary to the Trust President of the Trust
XXXXXXX, SACHS & CO.
Attest:
Xxxxxxxx X. Xxxxxxxxx By: Xxxx X. Xxxxx
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Xxxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxx
Counsel to the Funds Group Partner
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