TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of February 1, 1996, is by and between
TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC., a Maryland corporation
("TCSAA"), and TWENTIETH CENTURY SERVICES, INC., a Missouri corporation
("Services").
1. By action of its Board of Directors taken on December 12, 1995,
TCSAA appointed Services as its transfer agent, and Services accepted such
appointment.
2. As transfer agent for TCSAA, Services shall perform all the
functions usually performed by transfer agents of investment companies, in
accordance with the policies and practices of TCSAA as disclosed in its
prospectus or otherwise communicated to Services from time to time, including,
but not limited to, the following:
(a) Recording the ownership, transfer, conversion and
cancellation of ownership of shares of TCSAA on the books
of TCSAA;
(b) Causing the issuance, transfer, conversion and
cancellation of stock certificates of TCSAA;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise
delivered to shareholders payment of redemption proceeds due
from TCSAA on redemption of shares and notices of reinvestment
in additional shares of dividends, stock dividends or stock
splits declared by TCSAA on shares of TCSAA;
(e) Furnishing to shareholders such information as may be
reasonably required by TCSAA, including confirmation of
shareholder transactions and appropriate income tax
information;
(f) Addressing and mailing to shareholders prospectuses, annual
and semiannual reports; addressing and mailing proxy materials
for shareholder meetings prepared by or on behalf of TCSAA,
and tabulating the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock
certificates in accordance with and subject to usual and
customary procedures and conditions;
(h) Maintaining such books and records relating to
transactions effected by Services pursuant to this
Agreement as are required by the Investment Company Act
of 1940, or by rules or regulations thereunder, or by any
other applicable provisions of law, to be maintained by
TCSAA or its transfer agent with respect to such
transactions; preserving, or causing to be preserved, any
such books and records for such periods as may be
required by any such law, rule or regulation; furnishing
TCSAA such information as to such transactions and at
such times as
may be reasonably required by it to comply with applicable
laws and regulations, including but not limited to the laws of
the several states of the United States;
(i) Dealing with and answering all correspondence from or on
behalf of shareholders relating to its functions under
this Agreement.
3. TCSAA may perform on site inspection of records and accounts and
perform audits directly pertaining to TCSAA shareholder accounts serviced by
Services hereunder at Services' facilities in accordance with reasonable
procedures at the frequency necessary to show proper administration of this
agreement and the proper audit of TCSAA's financial statements. Services will
cooperate with TCSAA's auditors and the representatives of appropriate
regulatory agencies and furnish all reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good faith
in performing its duties hereunder. Services will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of all services to
be performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in TCSAA's prospectus.
(b) Services shall not be responsible for, and TCSAA agrees to
indemnify Services, for any losses, damages or expenses (including reasonable
counsel fees and expenses) (a) resulting from any claim, demand, action or suit
not resulting from Services failure to exercise good faith or due diligence and
arising out of or in connection with Services' duties on behalf of the fund
hereunder; (b) for any delay, error, or omission by reason or circumstance
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties (except with response to Services employees),
fire, mechanical breakdowns beyond its control, flood or catastrophe, act of
God, insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Services in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by TCSAA, (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advise of counsel approved by TCSAA who may be internally employed counsel or
outside counsel, in either case for TCSAA or Services.
5. Services shall not look to TCSAA for compensation for its services
described herein. It shall be compensated entirely by Investors Research
Corporation, pursuant to the management agreement between Investors Research
Corporation and TCSAA, which requires Investors Research Corporation to pay,
with certain exceptions, all of the expenses of TCSAA.
6. (a) This Agreement may be terminated by either party at any time
without penalty upon giving the other party 60 days written notice (which notice
may be waived by either party).
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(b) Upon termination, Services will deliver to TCSAA all microfilm
records pertaining to shareholder accounts of TCSAA, and all records of
shareholder accounts in machine readable form in the format in which they are
maintained by Services.
(c) All data processing programs used by Services in connection with
the performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, TCSAA shall
have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the
day and year first above written.
TWENTIETH CENTURY STRATEGIC
ASSET ALLOCATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxx III
------------------------
Xxxxx X. Xxxxxxx III
President
TWENTIETH CENTURY SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Executive Vice President
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