FORM OF TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the ______ day of April, 1997 by and between XXXXXXX
XXXXX MONEY MARKET TRUST on behalf of the Financial Square Funds (the "Trust"),
a Delaware business trust, and XXXXXXX, SACHS & CO. ("Xxxxxxx Xxxxx"), 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, management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is empowered to issue shares of beneficial interest
("Shares") in separate series with each such series representing the interests
in a separate portfolio of securities and other assets (a "Fund" or collectively
the "Funds");
WHEREAS, the Trust presently offers Shares in nine Financial Square funds:
Financial Square Treasury Obligations Fund; Financial Square Treasury
Instruments Fund; Financial Square Tax-Free Money Market Fund; Financial Square
Government Fund; Financial Square Federal Fund; Financial Square Prime
Obligations Fund; Financial Square Money Market Fund; Financial Square Money
Market Plus Fund; and
WHEREAS, the Trust desires to appoint Xxxxxxx Sachs as Transfer Agent and
Dividend Disbursing Agent and to perform the other services contemplated hereby
with respect to the Trust and each Fund thereof; and
WHEREAS, Xxxxxxx Xxxxx 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
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1.01. Subject to the terms set forth in this Agreement, the Trust hereby
appoints Xxxxxxx Sachs as Transfer Agent and Dividend Disbursing Agent and to
perform the other services contemplated hereby with respect to the Trust and
each Fund thereof.
1.02. Xxxxxxx Xxxxx 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 thereof.
1.03. Xxxxxxx Sachs 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.
2. TRANSFER AGENT
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2.01. Xxxxxxx Xxxxx shall, subject to any Instructions (as defined in
Section 5 hereof), record the issuance, transfer and redemptions of Shares in
accordance with the following provisions of this Section 2.
2.02. After being notified by the Trust's custodian (the "Custodian") or,
if applicable, the Custodian's sub-custodian (the "Sub-Custodian") that the
purchase price in respect of orders to purchase Shares has been received in the
form of Federal funds, Xxxxxxx Sachs shall compute in accordance with the
Trust's Prospectus (the term "Prospectus," as used herein, shall be deemed to
mean the Trust'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 Shares to be purchased at
the net asset value of such Shares applicable to such order and shall (i) credit
the account of the purchaser with the number of Shares so purchased as of the
time contemplated by the Trust's Prospectus and (ii) subject to paragraph 2.05,
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 Shares 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 Shares 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 the Trust's Prospectus or by
Instructions), Xxxxxxx Xxxxx shall compute in accordance with the Trust's
Prospectus the amount of redemption proceeds payable to each Shareholder
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 Xxxxx and
the Custodian so as to provide for the timely payment of redemptions in
accordance with the Trust's Prospectus, Xxxxxxx Sachs 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, if redemptions by check are
instituted in the future, the amount required to pay any portion of such
redemptions which is payable by check. Xxxxxxx Xxxxx shall, as applicable,
instruct the Custodian to wire transfer such redemptions to the Sub-Custodian or
to the Trust's checking account established and maintained at The Northern Trust
Company ("Northern") in accordance with Section 17(f) of the 1940 Act. At such
times as may be agreed upon by Xxxxxxx Sachs and the Sub-Custodian so as to
provide for the timely payment of redemptions in accordance with the provisions
of the Trust's Prospectus, Xxxxxxx Xxxxx shall give wiring instructions to the
Sub-Custodian so as to effect payment for redemptions to all Shareholders,
except for Shareholders who request redemption by check if such redemptions are
instituted in the future.
In accordance with the provisions of the resolutions of the Trust's Board
of Trustees and the Trust's Prospectus and with the terms of this Agreement and
if redemptions by check are instituted, Xxxxxxx Sachs shall prepare and mail
checks for redemptions to holders of Shares ("Shareholders") who requested that
redemption proceeds be remitted by check. Xxxxxxx Xxxxx shall mail to the
redeeming Shareholder a confirmation of the redemption.
2.05. In lieu of mailing the confirmation and notice to purchasers as
provided in paragraph 2.02 and the confirmation of redeeming Shareholders as
provided in paragraph 2.04, Xxxxxxx Sachs may instead, if the Trust's Prospectus
so provides, provide a monthly statement to Shareholders, provided such
statement complies with the requirements of paragraph (c) of Rule 10b-10 under
the Securities Exchange Act of 1934 (the "1934 Act").
3. DIVIDENDS AND DISTRIBUTIONS
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3.01. With respect to those Shareholders which have elected reinvestment
of dividends and distributions in additional Shares, Xxxxxxx Xxxxx shall credit
the account of such Shareholders with the requisite number of additional Shares
relative to each such dividend or distribution. With respect to those
Shareholders 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
Shareholders in accordance with the provisions of the Trust's Prospectus,
Xxxxxxx Xxxxx shall advise the Custodian orally of and confirm to it in writing,
the aggregate amount of dividends or distributions payable to Shareholders 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, if dividends or distributions by check are instituted in
the future, the amount required to pay any portion of any such dividend or
distribution which is payable by check. Xxxxxxx Sachs shall, as applicable,
instruct the Custodian to wire transfer dividends or distributions to the Sub-
Custodian or to the Trust's checking account established and maintained at
Northern in accordance with Section 17(f) of the 1940 Act. At such times as may
be agreed upon by Xxxxxxx Xxxxx and the Sub-Custodian so as to provide for the
timely payment of dividends and distributions in accordance with the provisions
of the Trust's Prospectus, Xxxxxxx Sachs shall give wiring instructions to the
Sub-Custodian so as to effect payment for dividends and distributions to
Shareholders who requested such payment by wire. In accordance with the
provisions of the resolutions of the Trust's Board of Trustees and the Trust's
Prospectus and with the terms of this Agreement and if dividends or
distributions by check are instituted, Xxxxxxx Xxxxx shall prepare and mail
checks for dividends or distributions to Shareholders who requested payment
thereof by check.
4. ADDITIONAL DUTIES
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4.01. Xxxxxxx Sachs shall establish and maintain a separate account with
respect to each Shareholder. Xxxxxxx Xxxxx shall perform such "master" and
"subaccounting" services, if any, as are described in the Trust's Prospectus,
provided that the Trust shall not change the description of such services in the
Prospectus without obtaining the advance consent of Xxxxxxx Sachs. Xxxxxxx
Xxxxx shall maintain records showing for each Shareholder's account the
following: (a) name, address, tax identifying number and number of Shares held;
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 Xxxxx shall maintain all records relating to its
activities and obligations under this Agreement in such manner as will enable
the Trust and Xxxxxxx Sachs to meet their respective obligations under: (i) the
Trust'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 Xxxxx 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 Sachs may at its option retain
copies of such records.
4.02. Xxxxxxx Xxxxx shall furnish to the Trust: (a) information as to the
Shares 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 Shares under
applicable "Blue Sky" laws, and copies of Shareholder lists and such other
information and statistical data as may reasonably be requested in Instructions.
4.03. Xxxxxxx Sachs shall prepare and file with the Internal Revenue
Service and with the appropriate State agencies, and, if required, mail to
Shareholders such returns for reporting (i) dividends and distributions paid,
credited or withheld as are required by the Trust'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 Xxxxx shall prepare and mail an individual monthly statement
for each Shareholder showing all activity in such Shareholder's account for the
month. Upon request from a Shareholder, Xxxxxxx Sachs shall prepare and mail a
year-to-date statement showing all activity in such Shareholder's account on a
year-to-date basis.
4.05. Xxxxxxx Xxxxx shall mail such Shareholder reports and such proxy
material, proxy cards and other material supplied to it by the Trust in
connection with Shareholder 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 Sachs shall cooperate with the Trust and the Trust's
independent public accountants in connection with: (a) the preparation of
reports to Shareholders, to the Securities and Exchange Commission (including
all required periodic and other reports), to State securities commissioners, and
to others, annual and other audits of the books and records of the Trust, and
(c) other matters of a like nature.
4.07. Xxxxxxx Xxxxx 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 Fund. Xxxxxxx Sachs shall establish and maintain procedures
reasonably designed to assure the safekeeping of checks delivered to Xxxxxxx
Xxxxx for signature by employees of Xxxxxxx Sachs and the security and integrity
of the signing of such checks. Xxxxxxx Xxxxx' employees are not permitted to
sign any such checks which are made payable to "Cash" or to the order of the
Fund or to any named xxxxx cashier of the Fund or which are not made payable to
the order of designated payee.
4.09. Xxxxxxx Xxxxx shall maintain expedited redemption and dividend
instructions from Shareholders in the form of such records as are necessary to
honor telephone, telegraph or other redemption requests from Shareholders
without signature guarantee and to effect the payment of dividends and
distributions in accordance with the provisions of the Trust's Prospectus.
Xxxxxxx Sachs shall apply such instructions as necessary to effect dividends,
distributions, redemptions and other transactions in accordance with the
provisions of the Trust's Prospectus. Xxxxxxx Xxxxx 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 Sachs, 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;
(b) shall act in conformity with the Trust's Declaration of Trust
dated___________, 1977 (such Declaration of Trust, as presently in effect and as
amended from time to time, is herein called the "Trust Agreement"), 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"), the Trust'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
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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 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 and any written Instructions, 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
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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. Xxxxxxx Sachs shall be responsible 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 Shareholders of the Trust to the extent
such communications are required under the terms of this Agreement. Xxxxxxx
Xxxxx shall be entitled to all property rights to the format of all forms it has
prepared for use in connection with its actions hereunder. Xxxxxxx Sachs hereby
grants the Trust a perpetual, nonexclusive, royalty-free, assignable license to
use forms of identical or similar format to such forms. Xxxxxxx Xxxxx shall be
responsible 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.
7. INDEMNIFICATION
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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 shareholders 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
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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
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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 Trust - Financial Square Funds, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000,
Attention: Xxxxxxx Xxxxxxx, or to Xxxxxxx Xxxxx at 0000 Xxxxx Xxxxx Xxxxxxx,
Xxxxxxxx 00000, Attention: Xxxxx X. Xxxxxx or to such other address as the Trust
or Xxxxxxx Xxxxx may hereafter specify by written notice to be 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 Sachs and their respective successors, shall be construed
according to the laws of Illinois (except as to paragraph 9.03 hereof which
shall be construed in accordance with the laws of Delaware) 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 Xxxxx nor may Xxxxxxx Sachs' 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 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.
9.03. This Agreement is executed by or on behalf of the Trust and the
obligations hereunder are not binding upon any of the Trustees, officers or
Shareholders of the Trust individually but are binding only upon the Trust and
its assets and property. The Trust's Trust Agreement, as amended, is on file
with the Secretary of the State of Delaware.
XXXXXXX XXXXX TRUST
(FINANCIAL SQUARE FUNDS)
Attest:_____________________ By:____________________
Xxxxxxx Xxxxxxx Xxxxxxx X. Grip
Secretary President of the Trust
XXXXXXX, SACHS & CO.
Attest:_____________________ By:_____________________
Xxxxxxx Xxxxxxx Xxxxx X. Xxxx
Counsel to the Funds Group General Partner
