TRANSFER AGENT and DIVIDEND DISBURSING AGENT AGREEMENT
This Agreement, dated as of the 16th day of March 1994, amended
January 29, 1996, made by and between First Pacific Mutual Fund, Inc.
(the "Fund"), a corporation operating as an open-end management investment
company, duly organized and existing under the laws of the State of
Maryland and First Pacific Recordkeeping, Inc. (the "Company"), a
corporation duly organized and existing under the laws of the State of Hawaii.
WITNESSETH THAT:
WHEREAS, the Fund consists of a series of Funds, at present namely:
First Hawaii Municipal Bond Fund, First Hawaii Intermediate Municipal Fund
and First Idaho Tax-Free Fund.
WHEREAS, the Fund desires to appoint the company as its Transfer,
Redemption and Dividend Disbursing Agent as set forth in this Agreement and
to perform certain other functions in connection with these duties; and
WHEREAS, the Company is willing to perform such functions upon the
terms and conditions set forth below; and
WHEREAS, the Fund will cause to be provided certain information to the
Company as set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. The terms as defined in this Section wherever used in
this Agreement, or in any amendment or supplement hereto, shall have the
meanings herein specified unless the context otherwise requires.
The Fund: The term Fund shall mean any series issued by the authority
of the Board of Directors.
Share Certificates: The term Share Certificates shall mean the share
certificates for the Shares of the Fund.
Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares of the Fund in accordance with the share
registry records of the Fund.
Shares: The term Shares shall mean the issued and outstanding shares
of the Fund.
Oral Instruction: The term Oral Instruction shall mean an authorization,
instruction approval, item or set of data, or information of any kind
transmitted to the Company in person or by telegram, telecopy or other
mechanical or documentary means lacking original signature, by a person or
persons believed in good faith by the Company to be a person or persons
authorized by a resolution of the Board of Directors of the Fund to give
Oral Instructions on behalf of the Fund.
Written Instruction: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data or information of
any kind transmitted to the Company in original writing containing original
signatures or a copy of such document transmitted by telecopy including
transmission of such signature believed in good faith by the Company to be
the signature of a person authorized by a resolution of the Board of
Directors of the Fund to give Written Instructions on behalf of the Fund.
Section 2. The Fund shall furnish to the Company as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of the Company. Such blank Share Certificates
shall be signed, manually or by facsimile, signatures of officers of the
Fund authorized by law or the by-laws of the Fund to sign Share Certificates
and, if required, shall bear the corporate seal or a facsimile thereof.
Section 3. The Company as Transfer Agent, shall make original issues
of Shares in accordance with Sections 13 and 14 below and with the Fund's
Prospectus upon the written request of the Fund and upon being furnished
with (i) a certified copy of a resolution or resolutions of the Board of
Directors of the Fund authorizing such issue; (ii) an opinion of counsel
as to the validity of such additional Shares; and (iii) necessary funds for
the payment of any original issue tax applicable to such additional Shares.
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by the Company upon surrender of outstanding Share
Certificates (i) in form deemed by the Company to be properly endorsed for
transfer, (ii) with all necessary endorsers' signatures guaranteed by a
member firm of a national securities exchange or a commercial bank,
accompanied by (iii) such assurances as the Company shall deem necessary or
appropriate to evidence the genuineness and effectiveness of each necessary
endorsement, and (iv) satisfactory evidence of compliance with all
applicable laws relating to the payment or collection of taxes.
Section 5. When mail is used for delivery of Share Certificates,
the Company shall forward Share Certificates in "non-negotiable" form by
registered mail, all mail deliveries to be covered while in transit to the
addressee by insurance arranged for by the Company.
Section 6. In registering transfers, the Company as Transfer Agent
may rely upon the Uniform Commercial Code or any statues which in the
opinion of counsel protect the Company and the Fund in not requiring
complete documentation, in registering transfer without inquiry into
adverse claims, in delaying registration for purposes of such inquiry,
or in refusing registration where in its judgement an adverse claim requires
such refusal.
Section 7. The Company as Transfer Agent may issue new Share
Certificates in place of Share Certificates represented to have been lost,
destroyed or stolen, upon receiving indemnity satisfactory to the Company
and may issue new Share Certificates in exchange for and upon surrender of
mutilated Share Certificates.
Section 8. In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to blank
Share Certificates shall die, resign or be removed prior to the issuance
of such Share Certificates, the Company as Transfer Agent may issue or
register such Share Certificates as the Share Certificates of the Fund
notwithstanding such death, resignation or removal; and the Fund shall
file promptly with the Company such approval, adoption or certification
as may be required by law.
Section 9. The Company will maintain stock registry records in the
usual form in which it will note the issuance, transfer and redemption of
Shares and the issuance and transfer of Share Certificates, and is also
authorized to maintain an account entitled Unissued Certificate Account in
which it will record the Shares and fractions issued and outstanding from
time to time for which issuance of Share Certificates is deferred. The
Fund is responsible to provide the Company reports of Fund Share purchases,
redemptions and total Shares outstanding on the next business day after
each net asset valuation. The Company is authorized to keep records,
which will be part of the stock transfer records, in which it will note
the names and registered address of Shareholders and the number of Shares
and fraction from time to time owned by them for which no Share Certificates
are outstanding. Each shareholder will be assigned a single account number
even though Shares for which Certificates have been issued will be accounted
for separately.
Section 10. The Company will issue Share Certificates for Shares of
the Fund, only upon receipt of a written request from a Shareholder. In
all other cases, the Fund authorizes the Company to dispense with the
issuance and countersignature of Share Certificates whenever Shares are
purchased. In such case the Company as Transfer Agent, shall merely,
note on its stock registry records the issuance of the Shares and fractions
(if any), shall credit the Unissued Certificate Account with the Shares and
fractions issued and shall credit the proper number of Shares and
fractions to the respective Shareholders. Likewise, whenever the Company
has occasion to surrender for redemption Shares and fractions owned by
Shareholders, it shall be unnecessary to issue Share Certificates for
redemption purposes. The Fund authorizes the Company in such cases to
process the transactions by appropriate entries in its share transfer
records, and debiting of the Unissued Certificate Account and the record
of issued Shares outstanding.
Section 11. The Company in its capacity as Transfer Agent will, in
addition to the duties and functions above-mentioned, perform the usual
duties and functions of a Stock Transfer Agent for a corporation. It will
countersign for issuance or reissuance Share Certificates representing
original issue or reissued treasury Shares as directed by the Written
Instructions of the Fund and will transfer Share Certificates registered
in the name of Shareholders from one Shareholder to another in the usual
manner. The Company may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper believed by it in good
faith to be genuine and unaltered, and to have been signed, countersigned
or executed by a duly authorized person or persons, or upon the instructions
of any officer of the Fund, or upon the advice of counsel for the Fund or
for the Company. The Company may record any transfer of Share Certificates
which is believed by it in good faith to have been duly authorized or
may refuse to record any transfer of Share Certificates if in good faith
the Company in its capacity as Transfer Agent deems such refusal necessary
in order to avoid any liability either to the Fund or to the Company. The
Fund agrees to indemnify and hold harmless the Company from and against
any and all losses, costs, claims, and liability which it may suffer or
incur by reason of so relying or acting or refusing to act.
Section 12. In case of any request or demand for the inspection of
the share records of the Fund, the Company as Transfer Agent, shall endeavor
to notify the Fund and to secure instructions as to permitting or refusing
such inspections. However, the Company may exhibit such records to
any person in any case where it is advised by its counsel that it may be
held liable for failure to do so.
ISSUANCE OF SHARES
Section 13. Prior to the daily determination of net asset value in
accordance with the Fund's Prospectus, the Company shall process all
purchase orders received since the last determination of the Fund's net
asset value.
The Company shall calculate daily the amount available for investment in
Shares at the net asset value determined by the Company as pricing agent
(see Accounting Services Agreement) as of the close of trading on the New
York Stock Exchange, the number of Shares and fractional Shares to be
purchased and the net asset value to be deposited with the Custodian.
The Company as agent for the Shareholders, shall place a purchase order
daily with the Fund for the proper number of Shares and fractional Shares
to be purchased and confirm such number to the Fund in writing.
Section 14. The Company having made the calculations provided for in
Section 13, shall thereupon pay over the net asset value of Shares purchased
to the Custodian. The proper number of Shares and fractional Shares shall
then be issued daily and credited by the Company to the Unissued Certificate
Account. The shares and fractional Shares purchased for each Shareholder
will be credited by the Company to his separate Account. The Company shall
mail to each Shareholder a confirmation of each purchase with copies to the
Fund if requested. Such confirmations will show the prior Share balance,
the new Share balance, the Shares for which Stock Certificates are
outstanding (if any) the amount invested and the price paid for the newly
purchased Shares.
REDEMPTIONS
Section 15. The Company shall, prior to the daily determination of
net asset value in accordance with the Fund's Prospectus, process all
requests from Shareholders to redeem Shares and determine the number of
Shares required to be redeemed to make monthly payments, automatic payments
or the like. Thereupon, the Company shall advise the Fund of the total
number of Shares available for redemption and the number of Shares and
fractional Shares requested to be redeemed. The Company as Pricing Agent
shall then determine the applicable net asset value, whereupon the
Company shall furnish the Fund with an appropriate confirmation of the
redemption and process the redemption by filing with the Custodian an
appropriate statement and making the proper distribution and application
of the redemption proceeds in accordance with the Fund's Prospectus. The
stock registry books recording outstanding Shares, the Unissued Certificate
Account and the individual account of the Shareholder or Planholder shall be
properly debited.
Section 16. The proceeds of redemption shall be remitted by the
Company in accordance with the Fund's Prospectus by check mailed to the
Shareholder at his registered address. If Share Certificates have been
issued for Shares being redeemed, then such Share Certificates and a stock
power with a signature guarantee of a commercial bank or a member of a
national securities exchange shall accompany the redemption request.
If share Certificates have not been issued to the redeeming Shareholder,
the Shareholder may redeem shares by mailing a written redemption request in
proper form to the Transfer Agent or by establishing telephone redemption
privileges. The written request should indicate the amount to be redeemed,
identify the account number and be signed exactly as the Shares are
registered. If the amount being redeemed is in excess of $50,000, or if
proceeds are to be sent to anyone other than the Shareholder or address of
record, signature(s) must be guaranteed by an acceptable financial
institution. From time to time, the Transfer Agent, in its discretion may
waive any or certain of the foregoing requirements in particular cases.
Investors who have previously established the telephone redemption privilege
may redeem Shares by calling the Transfer Agent at (000) 000-0000 before
4:00 pm Eastern Time to request a redemption. Prior to redeeming Shares
by telephone the "Redemption Instructions" section of either the Account
Application or Expedited Telephone Redemption and Exchange Request Form
(the "Authorization") must be completed and on file with the Transfer Agent.
The signature(s) on the Authorization must be guaranteed by an acceptable
institution unless the Authorization is completed at the time an account
is originally established. If the telephone redemption request is $50,000
or more, a written redemption request must be completed as noted above.
For the purposes of redemption of Shares which have been purchased
within fifteen (15) days of a redemption request, the Fund shall provide
the Company, from time to time, with Written Instructions concerning the
time within which such requests may be honored.
Section 17. In lieu of the Company receiving a properly executed
signature guarantee from a commercial bank or trust company, or a member
firm of a national securities exchange, or the National Association of
Securities Dealers, the Fund agrees to indemnify and hold harmless the
Company from and against any and all losses, costs, claims and liability
by acting upon a shareholder(s) signature for redemption.
DIVIDENDS
Section 18. Upon the declaration of each dividend and each capital
gain distribution by the Board of Directors of the Fund, the Fund shall
notify the Company of the date of such declaration, the amount payable per
share, the record date for determining the Shareholders entitled to payment,
the payment and the reinvestment date price.
Section 19. On or before each payment date, the Fund will transfer,
or cause the Custodian to transfer, to the Company in its capacity as
Dividend Disbursing Agent, the total amount of the dividend or distribution
currently payable. The Company will, on the designated payment date,
automatically reinvest all dividends in additional shares, except in cases
where Shareholders have elected to receive distributions in cash, in which
case the Company will mail distribution checks to the Shareholders for the
proper amounts payable to them.
GENERAL PROVISIONS
Section 20. The Company shall maintain records (which may be part
of the stock transfer records) in connection with the issuance and
redemption of Shares, and the disbursement of dividends and dividend
reinvestment, in which will be noted the transactions effected for each
Shareholder and the number of Shares and fractional Shares owned by each
for which no Share Certificates are outstanding. The Company agrees to
make available upon request and to preserve for the periods prescribed in
Rule 31a-2 any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1.
Section 21. In addition to the services as Transfer Agent and
Dividend Disbursing Agent as above set forth, the Company will perform
other services for the Fund as agreed from time to time including but
not limited to, preparation of and mailing Federal Tax Information Forms,
mailing semi-annual reports of the Fund, preparation of one annual list of
Shareholders, and mailing notices of Shareholders' meetings, proxies and
proxy statements.
Section 22. Nothing contained in this Agreement is intended to or
shall require the Company in any capacity hereunder, to perform any
functions or duties on any holiday, day of special observance or any
other day on which the Custodian or the New York Stock Exchange are
closed. Functions or duties normally scheduled to be performed on
such days shall be performed on, and as of, the next business day on which
both the New York Stock Exchange and Custodian are open.
Section 23. The Fund agrees to pay the Company compensation for
its services and to reimburse it for expenses, as set forth in Schedule A
attached hereto or as shall be set forth in amendments to such Schedule the
Fund authorizes the Company to debit the Fund's custody account for invoices
which are rendered for the services performed for the applicable function.
The invoices for the service will be sent to the Fund after the debiting
with the indication that payment has been made.
Section 24. (a) The Company, its directors, officers, employees,
Shareholders and agents shall not be liable for any error of judgement or
mistake of law or for any loss suffered by the Fund in connection with the
performance of this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Company
in the performance of its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, Shareholder or agent of the Company, who may be or become an
officer, trustee, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund
(other than services or business in connection with the Company's duties
hereunder), to be rendering such services to or acting solely for the Fund
and not as a director, officer, employee, Shareholder or agent of, or one
under the control or direction of the Company, even though paid by it.
(c) Notwithstanding any other provision of this Agreement,
the Fund shall indemnify and hold harmless the Company, its directors,
officers, employees, Shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which the Company may sustain or
incur or which may be asserted against the Company by any person by reason
of, or as a result of: (i) any action taken or omitted to be taken by the
Company in good faith hereunder; (ii) in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably believed
by it to be genuine and to be signed, countersigned or executed by any duly
authorized person upon the Oral Instructions or Written Instructions of an
authorized person of the Fund or upon the opinion of legal counsel for the
Fund or its own counsel; or (iii) any action taken or omitted to be taken
by the Company in connection with its appointment in good faith in reliance
upon any law, act, regulation or interpretation of the same even though the
same may thereafter have been altered, changed, amended or repealed.
However, indemnification under this subparagraph shall not apply to actions
or omissions of the Company or its directors, officers, employees,
shareholders or agents in cases of its or their own negligence, willful
misconduct, bad faith or reckless disregard of its or their own duties
hereunder.
(d) The Company shall give written notice to the Fund within
twenty (20) business days of receipt by the Company of a written assertion
or claim of any threatened or pending legal proceeding which may be subject
to this indemnification. However, the failure to notify the Fund of such
written assertion or claim shall not operate in any manner whatsoever to
relieve the Fund of any liability arising from this Section or otherwise.
(e) For any legal proceeding giving rise to this
indemnification, the Fund shall be entitled to defend or prosecute any
claim in the name of the Company at its own expense and through counsel of
its own choosing if it gives written notice to the Company within twenty (20)
business days of receiving notice of such claim. Notwithstanding the
foregoing, the Company may participate in the litigation at its own expense
through counsel of its own choosing. If the Fund does choose to defend or
prosecute such claim, then the parties shall cooperate in the defense of
prosecution thereof and shall furnish such records and other information
as are reasonably necessary.
(f) The Fund shall not settle any claim without the
Company's express written consent which shall not be unreasonably withheld.
The Company shall not settle any claim without the Fund's express written
consent which shall not be unreasonably withheld.
Section 25. The Company is authorized upon receipt of Written
Instructions from the Fund, to make payment upon redemption of Shares
without a signature guarantee. The Fund hereby agrees to indemnify and hold
the Company, its successors and assigns, harmless of and from any and
all expenses, damages, claims, suits, liabilities, actions, demands, or
losses whatsoever arising out of or in connection with a payment by the
Company upon redemption of Shares without a signature guarantee and upon
the request of the Company the Fund shall assume the entire defense of any
action, suit or claim subject to the foregoing indemnity. The Company shall
notify the Fund of any such action, suit or claim within thirty (30) days
after receipt by the Company of notice thereof.
Section 26. The Fund shall file with the Company a certified copy of
each resolution of its Board of Directors authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as provided in
Section 1 of this Agreement.
Section 27. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and the Company.
Section 28. The Fund or the Company may give written notice to the
other of the termination of this Agreement, such termination to take effect
at the time specified in the notice, not less than one hundred and twenty
(120) days after the giving of the notice. Upon the effective termination
date, subject to payment to the Company by the Fund of all amounts due to
the Company as of said date, the Company shall make available to the Fund
or its designated recordkeeping successor, all of the records of the Fund
maintained under this Agreement then in the Company's possession.
Section 29. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing,
and shall be delivered in person or sent by first class mail, postage
prepaid to the respective parties as follows:
If to the Fund:
First Pacific Mutual Fund, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx #0-000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxx X.X. Xxx
If to the Company:
First Pacific Recordkeeping, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx #0-000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxx
Section 30. The Fund represents and warrants to the Company that the
execution and delivery of this Transfer Agency Agreement by the undersigned
officers of the Fund has been duly and validly authorized by resolution of
the Board of Directors of the Fund.
Section 31. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original but such
counterparts shall together constitute but one and the same instrument.
Section 32. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
written consent of the Company or by the Company without the written consent
of the Fund authorized or approved by a resolution of its Board of Directors.
Section 33. This Agreement shall be governed by the laws of the State
of Hawaii.
SCHEDULE A
FIRST HAWAII MUNICIPAL BOND FUND
FIRST HAWAII INTERMEDIATE MUNICIPAL FUND
FIRST IDAHO TAX-FREE FUND
Transfer Agent and Dividend Disbursing Agent
$16.50 per Shareholder account, annually (1/12th payable monthly).
Minimum monthly fee of $1,200.00
Services
1.) Opening new accounts and entering demographic data into shareholder
base.
2.) 100% quality control of new accounts opened.
3.) Processing all investments.
4.) Processing Tax ID certifications and handling backup withholding.
5.) Issuing and cancelling certificates.
6.) Replacing lost certificates.
7.) Processing partial and complete redemptions and systematic
withdrawal plans.
8.) Regular and legal transfers of accounts.
9.) Processing daily dividends.
10.) Preparation of monthly statements to shareholders.
11.) Blue Sky reports. This indicates shares sold to investors in
various states. There is also a "warning system" that informs
the Fund when it is within a certain percentage of the
shares registered in the state, or within a certain time period
when the registration statement is up for renewal.
12.) Maintaining shareholder records of certificate and whole and
fractional unissued shares.
13.) Changing shareholders' addresses, dividend status, etc.
14.) Daily or periodic reports on number of shares, accounts, etc.
15.) Addressing and tabulating annual proxy cards.
16.) Supplying an annual stockholder list.
17.) Preparation of federal tax information forms to include 1099's,
1099B, 1042's etc. to shareholders and the IRS.
Optional Services
There are also optional services available. Fees and descriptions for
any of these services will be provided upon request.
In addition, all out-of-pocket expenses shall be separately charged; i.e.:
expenses such as postage, stationary, retention of records, mailing,
insurance, conversion, etc. and expenses in the development of Agreements
between the Company and First Pacific Recordkeeping, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year above written.
FIRST PACIFIC MUTUAL FUND, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
FIRST PACIFIC RECORDKEEPING, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
AMENDMENT TO TRANSFER AGENT and DIVIDEND
DISBURSING AGENT AGREEMENT
Dated October 15, 1998
The following Sections of the Transfer Agent and Dividend Disbursing
Agent Agreement dated March 16, 1994 are Amended as follows:
Section 13. Prior to the daily determination of net asset value in
accordance with the Fund's Prospectus, the Company shall process all
purchase orders received since the last determination of the Fund's net
asset value.
The Company shall calculate daily the amount available for investment in
Shares at the net asset value determined by the Pricing Agent (see Accounting
Services Agreement) as of the close of trading on the New York Stock Exchange,
the number of Shares and fractional Shares to be purchased and the net asset
value to be deposited with the Custodian. The Company as agent for the
Shareholders, shall place a purchase order daily with the Fund for the
proper number of Shares and fractional Shares to be purchased and confirm
such number to the Fund in writing.
Section 15. The Company shall, prior to the daily determination of net
asset value in accordance with the Fund's Prospectus, process all requests
from Shareholders to redeem Shares and determine the number of Shares
required to be redeemed to make monthly payments, automatic payments or
the like. Thereupon, the Company shall advise the Fund of the total
number of Shares available for redemption and the number of Shares and
fractional Shares requested to be redeemed. The Pricing Agent shall then
determine the applicable net asset value, whereupon the Company shall
furnish the Fund with an appropriate confirmation of the redemption and
process the redemption by filing with the Custodian an appropriate statement
and making the proper distribution and application of the redemption
proceeds in accordance with the Fund's Prospectus. The stock registry
books recording outstanding Shares, the Unissued Certificate Account and
the individual account of the Shareholder or Planholder shall be properly
debited.
SCHEDULE A AMENDMENT - Effective November 1, 1998
FIRST HAWAII MUNICIPAL BOND FUND
FIRST HAWAII INTERMEDIATE MUNICIPAL FUND
FIRST IDAHO TAX-FREE FUND
Transfer Agent and Dividend Disbursing Agent
For the services provided and the expenses assumed pursuant to this
Agreement, each Fund will pay to the Transfer Agent as full compensation,
a fee at an annualized rate of .06% of each Fund's average daily net assets.
This fee will be computed daily as of the close of business and will be paid
to the Transfer Agent monthly within ten (10) business days after the last
day of each month. The fee shall be prorated for any fraction of a month
at the commencement or termination of this Agreement.
Services
1.) Opening new accounts and entering demographic data into
shareholder base.
2.) 100% quality control of new accounts opened.
3.) Processing all investments.
4.) Processing Tax ID certifications and handling backup withholding.
5.) Issuing and cancelling certificates.
6.) Replacing lost certificates.
7.) Processing partial and complete redemptions and systematic
withdrawal plans.
8.) Regular and legal transfers of accounts.
9.) Processing daily dividends.
10.) Preparation, processing, printing and mailing of monthly statements
to shareholders.
11.) Preparation, processing, printing, mailing, filing and reconciling
of monthly checks to shareholders.
12.) Blue Sky reports. This indicates shares sold to investors in
various states.
13.) Maintaining shareholder records of certificate and whole and
fractional unissued shares.
14.) Changing shareholders' addresses, dividend status, etc.
15.) Mailing semi-annual reports.
16.) Daily or periodic reports on number of shares, accounts, etc.
17.) Addressing and tabulating annual proxy cards.
18.) Supplying an annual stockholder list.
19.) Preparation of federal tax information forms to include 1099's,
1099B, 1042's etc. to shareholders and the IRS.
20.) Liaison to the Custodian Bank for disbursing dividends, settling
purchases and redemptions.
Optional Services
There are also optional services available. Fees and descriptions for
any of these services will be provided upon request.
In addition, all out-of-pocket expenses shall be separately charged;
i.e.: expenses such as postage, stationary, retention of records, mailing,
insurance, conversion, etc. and expenses in the development of Agreements
between the Company and First Pacific Recordkeeping, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year above written.
FIRST PACIFIC MUTUAL FUND, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
FIRST PACIFIC RECORDKEEPING, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
AMENDMENT TO TRANSFER AGENT and DIVIDEND
DISBURSING AGENT AGREEMENT
Dated February 1, 1999
The following Sections of the Transfer Agent and Dividend Disbursing
Agent Agreement dated March 16, 1994 are Amended as follows:
In accordance with Section 28, First Idaho Tax-Free Fund has
terminated any and all affiliations with this Transfer Agent and Dividend
Disbursing Agent Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and their corporate
seals hereunto duly affixed and attested, as of the day and year above written.
FIRST PACIFIC MUTUAL FUND, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
FIRST PACIFIC RECORDKEEPING, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
TRANSFER AGENCY AND SERVICE AGREEMENT
between
FIRST IDAHO TAX-FREE FUND
and
AMERICAN DATA SERVICES, INC.
INDEX
1. TERMS OF APPOINTMENT; DUTIES OF ADS.....................................3
2. FEES AND EXPENSES.......................................................4
3. REPRESENTATIONS AND WARRANTIES OF ADS...................................4
4. REPRESENTATIONS AND WARRANTIES OF THE FUND..............................5
5. INDEMNIFICATION ........................................................5
6. COVENANTS OF THE FUND AND ADS...........................................7
7. TERMINATION OF AGREEMENT................................................7
8. ASSIGNMENT..............................................................7
9. AMENDMENT...............................................................8
10. NEW YORK LAWS TO APPLY.................................................8
11. MERGER OF AGREEMENT....................................................8
12. NOTICES ...............................................................8
SCHEDULE A.................................................................12
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made the 1ST day of February 1999, by and between First Idaho
Tax-Free Fund, a Maryland Corporation, having its principal office and place
of business at 0000 Xxxxxxxx Xxxxx, Xxxxx #0-000, Xxxxxxxx, XX 00000 (the
"Fund"), and American Data Services, Inc., a New York corporation having its
principal office and place of business at the Hauppauge Corporate Center,
000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("ADS").
WHEREAS, the Fund desires to appoint ADS as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and
ADS desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF ADS
1.01 Subject to the terms and conditions set forth in this agreement, the
Fund hereby employs and appoints ADS to act as, and ADS agrees to act as
its transfer agent for the Fund's authorized and issued shares of its common
stock, ("Shares"), dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of
the fund ("Shareholders") set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund.
1.02 ADS agrees that it will perform the following services:
(a) In accordance with procedures established from time to
time by agreement between the Fund and ADS, ADS shall:
Receive for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation therefore to the Custodian of
the Fund authorized by the Board of Directors of the Fund (the "Custodian");
Pursuant to purchase orders, issue the appropriate number of Shares and hold
such Shares in the appropriate Shareholder account;
Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation therefore to the Custodian;
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;
Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions;
Prepare and transmit payments for dividends and distributions declared by the
Fund;
Maintain records of account for and advise the Fund and its Shareholders as
to the foregoing; and
Record the issuance of shares of the Fund and maintain pursuant to SEC Rule
17Ad-10(e) a record of the total number of shares of the Fund which are
authorized, based upon data provided to it by the Fund, and issued and
outstanding. ADS shall also provide the 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 the Fund.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), ADS shall:
Perform all of the customary services of a transfer agent, dividend disbursing
agent, including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases redemption s of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information and (ii)
provide a system and reports which will enable the Fund to monitor the
total number of Shares sold in each State.
In addition, the Fund shall (i) identify to ADS in writing those transactions
and shares to be treated as exempt from blue sky reporting for each State
and (ii) verify the establishment of such transactions for each state on the
system prior to activation and thereafter monitor the daily activity for
each State as provided by ADS. The responsibility of ADS for the 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.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and ADS.
2. FEES AND EXPENSES
2.01 For performance by ADS pursuant to this Agreement, the Fund agrees to
pay ADS an annual maintenance fee for each Shareholder account and
transaction fees for each portfolio or class of shares serviced under this
Agreement (See Schedule A). Such fees and out-of pocket expenses and
advances identified under Section 2.02 below may be changed from time to
time subject to mutual written agreement between the Fund and ADS.
2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees
to reimburse ADS for out-of-pocket expenses or advances incurred by ADS for
the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by ADS at the request or with the consent of the
Fund, will be reimbursed by the Fund.
2.03 The 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, Fund reports and other mailings to all
shareholder accounts shall be advanced to ADS by the Fund at least seven
(7) days prior to the mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF ADS
ADS represents and warrants to the Fund that:
3.01 It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
3.02 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.03 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.04 ADS is duly registered as a transfer agent under the Securities Act of
1934 and shall continue to be registered throughout the remainder of this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to ADS that;
4.01 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws / Declaration of Trust to enter into and perform
this Agreement.
4.02 All proceedings required by said Articles of Incorporation and By-Laws
/ Declaration of Trust have been taken to authorize it to enter into and
perform this Agreement.
4.03 It is an open-end management investment company registered under the
Investment Company Act of 1940.
4.04 A registration statement under the Securities Act of 1933 is currently
or will become effective and will remain effective, and appropriate state
securities law filings as required, have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered
for sale.
5. INDEMNIFICATION
5.01 ADS shall not be responsible for, and the Fund shall indemnify and
hold ADS 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 ADS or its agents or subcontractors required to be taken
pursuant to this Agreement, provided that such actions are taken in good
faith and without gross negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack good faith, gross
negligence or willful misconduct or which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by ADS or its agents or subcontractors of
information, records and documents which (i) are received by ADS or its
agents or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by ADS or its agents or
subcontractors of any instructions or requests of the Fund.
(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.
5.02 ADS shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by ADS as a result of ADS's lack of good faith, gross
negligence or willful misconduct.
5.03 At any time ADS 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 ADS under this Agreement,
and ADS and its agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. ADS, 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 ADS
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. ADS, 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 registrar, or of a co-transfer agent or
co-registrar.
5.04 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.
5.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this Article
5 shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party of seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify
it except with the other party's prior written consent.
6. COVENANTS OF THE FUND AND ADS
6.01 The Fund shall promptly furnish to ADS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment
of ADS and the execution and delivery of this Agreement.
6.02 ADS 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.
6.03 ADS 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, ADS agrees that all such records prepared or
maintained by ADS relating to the services to be performed by ADS 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.
6.04 ADS 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.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, ADS will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection.
ADS 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, and shall
promptly notify the Fund of any unusual request to inspect or copy the
shareholder records of the Fund or the receipt of any other unusual request
to inspect, copy or produce the records of the Fund.
7. TERMINATION OF AGREEMENT
7.01 This Agreement shall become effective as of the date hereof and shall
remain in force for a period of three (3) years, provided however, that both
parties to this Agreement have the option to terminate the Agreement upon
ninety (90) days prior written notice.
7.02 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, ADS reserves the right to charge for any other
reasonable expenses associated with such termination.
8. ASSIGNMENT
8.01 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9. AMENDMENT
9.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Directors / Trustees of the Fund.
10. NEW YORK LAWS TO APPLY
10.01 The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. MERGER OF AGREEMENT
11.01 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.
12. NOTICES.
All notices and other communications hereunder shall be in writing, shall
be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To ADS:
Xx. Xxxxx Xxx Xxxxxxx Xxxxx
President President
First Idaho Tax-Free Fund American Data Services, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx #0-000 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FIRST IDAHO TAX-FREE FUND AMERICAN DATA SERVICES, INC.
By:_\S\ Xxxxxxxx K. H. Lee__ By:_\S\ Xxxxxxx Miola__________
Xxxxx Xxx, President Xxxxxxx Xxxxx, President
SCHEDULE A
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
FIRST IDAHO TAX-FREE FUND
