EXHIBIT 9(a) TRANSFER AGENCY AND REGISTRAR AGREEMENT AGREEMENT, dated as of
November __, 1996 between THE MUNDER FRAMLINGTON FUNDS TRUST (the "Trust"), a
Massachusetts business trust having its offices at 480 Pierce Street, Suite
300, Birmingham, Michigan 48009, and FIRST DATA INVESTOR SERVICES ...
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of November __, 1996 between THE MUNDER FRAMLINGTON
FUNDS TRUST (the "Trust"), a Massachusetts business trust having its offices at
480 Pierce Street, Suite 300, Birmingham, Michigan 48009, and FIRST DATA
INVESTOR SERVICES GROUP, INC. (the "Transfer Agent"), a Massachusetts
corporation with principal offices at One Exchange Place, 53 State Street,
Boston, Massachusetts 02109.
WHEREAS, the Trust is authorized to issue Shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Trust initially intends to offer shares in those Portfolios
identified in the attached Exhibit 1, and each such Portfolio, together with all
other Portfolios subsequently established by the Trust, shall be subject to this
Agreement in accordance with Section 17; and
WHEREAS, the Trust on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities and the Transfer Agent desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Trust as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Trust, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Trust as indicated in a certificate furnished to the Transfer Agent pursuant to
Section 4(c) hereof as may be received by the Transfer Agent from time to time.
(c) "Board of Trustees" shall mean the Board of Trustees, Board of
Trustees or, if the Trust is a limited partnership, the General Partner(s) of
the Trust, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Trust may from time to time deposit, or
cause to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement.
(f) "Trust" shall mean the entity executing this Agreement, and each
Portfolio listed on Exhibit 1 or hereafter created and made subject to this
Agreement in accordance with Section 17.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person.
(i) "Prospectus" shall mean the most recently dated Trust
Prospectuses and Statements of Additional Information, including any supplements
thereto if any, which have become effective under the Securities Act of 1933 and
the 1940 Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case may be, of the
Trust as may be issued from time to time and, if the Trust is a closed-end or a
series Trust, as such terms are used in the 1940 Act any other classes or series
of stock, shares of beneficial interest or limited partnership interests that
may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers to partners of
(l) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by the Transfer Agent to be an Authorized Person
and actually received by the Transfer Agent. Written Instructions shall include
manually executed originals and authorized electronic transmissions, including
telefacsimile of a manually executed original or other process.
2. Appointment of the Transfer Agent. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Trust and as shareholder servicing agent for
the Trust. The Transfer Agent accepts such appointments and agrees to perform
the duties hereinafter set forth.
(a) The Trust will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the
Trust as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Trust will pay to the Transfer
Agent the amount of such invoice within fifteen (15) days after the Trust's
receipt of the Invoice.
In addition, the Trust agrees to pay, and will be billed separately
for, out-of-pocket expenses incurred by the Transfer Agent in the performance of
its duties hereunder. Out-of-pocket expenses shall include, but shall not be
limited to, the items specified in the written schedule of out-of-pocket charges
annexed hereto as Schedule B and incorporated herein. Schedule B may be modified
by the Transfer Agent upon mutual consent of the parties hereto. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket expenses
reasonably incurred by the Transfer Agent in the performance of its obligations
hereunder. Reimbursement by the Trust for expenses incurred by the Transfer
Agent in any month shall be made as soon as practicable but no later than 15
days after the receipt of an itemized bill from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A, a revised fee schedule executed and dated by
the parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent the
Trust shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;
(c) A signature card bearing the signatures of any officer of the
Trust or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as
(e) A certified copy of the By-laws of the Trust, as amended;
(f) A copy of the resolution of the Board of Trustees
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Trust with the name,
address and taxpayer identification number of each Shareholder, and the number
of Shares of the Trust held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefor, and the
number of Shares redeemed by the Trust; and
(h) An opinion of counsel for the Trust with respect to the validity
of the Shares and the status of such Shares under the Securities Act of 1933, as
5. Further Documentation. The Trust will also furnish the Transfer
Agent with copies of the following documents promptly after the same shall
(a) each resolution of the Board of Trustees authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Trust
and all pre-effective and post-effective amendments thereto filed with the
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Trust;
(d) certified copies of each resolution of the Board of
Trustees or other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the Transfer
Agent may reasonably request in connection with the performance of its duties
6. Representations of the Trust. The Trust represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable. When Shares are hereafter issued in accordance with the terms of
the Trust's Articles of Incorporation and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the Board of
Trustees of the Trust shall declare a distribution payable in Shares, the Trust
shall deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Trust by an officer thereof, upon which
the Transfer Agent shall be entitled to rely for all purposes, certifying (i)
the identity of the Shares involved, (ii) the number of Shares involved, and
(iii) that all appropriate action has been taken.
8. Duties of the Transfer Agent. The Transfer Agent shall be responsible
for administering and/or performing those functions typically performed by a
transfer agent; for acting as service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Custodian) of Shares
in accordance with the terms of the Prospectus, applicable law and this
Agreement including without limitation, those duties specified in Schedule C
attached hereto. In addition, the Trust shall deliver to the Transfer Agent all
notices issued by the Trust with respect to the Shares in accordance with and
pursuant to the Articles of Incorporation or By-laws of the Trust or as required
by law and shall perform such other specific duties as are set forth in the
Articles of Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall create
and maintain all records required of it pursuant to its duties hereunder and as
set forth in Schedule C in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. All
such records shall be the property of the Trust and shall be available during
regular business hours for inspection, copying and use by the Trust. Where
applicable, such records shall be maintained by the Transfer Agent for the
periods and in the places required by Rule 31a-2 under the 1940 Act. Upon
termination of this Agreement, the Transfer Agent shall deliver all such records
to the Trust or such person as the Trust may designate.
Upon reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Trust, or any person retained by the Trust as
may be necessary for the Trust to evaluate the quality of the services performed
by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule C, the
Transfer Agent shall perform such other duties and functions, and shall be paid
such amounts therefor, as may from time to time be agreed upon in writing
between the Trust and the Transfer Agent. The compensation for such other duties
and functions shall be reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an amendment to Schedule C, both
dated and signed by authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions.
(a) Provided the standard of care in Section 13 has been met, the
Transfer Agent will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from the
Trust pursuant to Section 4(c). Provided the standard of care in Section 13 has
been met, the Transfer Agent will also have no liability when processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Trust and the proper countersignature of the
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and provided the standard of care in
Section 13 has been met, it shall not be liable for any action taken or not
taken or suffered by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of counsel for the Trust or for
the Transfer Agent. Written Instructions requested by the Transfer Agent will be
provided by the Trust within a reasonable period of time. In addition, the
Transfer Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of the Trust only if said representative is an Authorized
Person. The Trust agrees that all Oral Instructions shall be followed within one
business day by confirming Written Instructions, and that the Trust's failure to
so confirm shall not impair in any respect the Transfer Agent's right to rely on
Oral Instructions. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the legality of
any act done by it upon the request or direction of a person reasonably believed
by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any dividend by the
Board of Trustees, or the legality of the issuance of any Shares in payment of
any dividend; or (iv) the legality of any recapitalization or readjustment of
12. Acts of God, etc. The Transfer Agent will not be liable or responsible
for delays or errors by acts of God or by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, mechanical breakdown, insurrection, war, riots, or failure
or unavailability of transportation, communication or power supply, fire, flood
or other catastrophe.
In the event of equipment failures beyond the Transfer Agent's control,
the Transfer Agent shall, at no additional expense to the Trust, take reasonable
steps to minimize service interruptions but shall have no liability with respect
thereto. The foregoing obligation shall not extend to computer terminals located
outside of premises maintained by the Transfer Agent. The Transfer Agent shall
enter into and shall maintain in effect with appropriate parties one or more
agreements making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
13. Duty of Care and Indemnification. The Transfer Agent shall be
obligated to exercise care and diligence and to act in good faith and to use its
best efforts within commercially reasonable limits to insure the accuracy and
completeness of all services performed under this Agreement. The Trust will
indemnify the Transfer Agent against and hold it harmless from any and all
losses, claims, damages, liabilities or expenses of any sort or kind (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit or other proceeding (a "Claim") arising directly or indirectly from any
action or thing which the Transfer Agent takes or does or omits to take or do
(i) at the request or on the direction of or in reliance on the advice of the
Trust; (ii) upon Oral or Written Instructions; (iii) in reliance on any records
or documents received from the Trust or any Agent of the Trust, including the
prior transfer agent; (iv) under the terms of this Agreement; and (v) the offer
or sale of Shares in violation of any requirement under Federal or State
Securities Laws, provided that neither the Transfer Agent nor any of its
nominees or sub-contractors shall be indemnified against any liability to the
Trust or to its Shareholders (or any expenses incident to such liability)
arising out of the Transfer Agent's or such nominee's or such sub-contractor's
own willful misfeasance, bad faith or negligence or reckless disregard of its
duties in connection with the performance of its duties and obligations
specifically described in this Agreement.
In any case in which the Trust may be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the Trust
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Trust although the
failure to do so shall not prevent recovery by the Transfer Agent except and to
the extent the Trust has been prejudiced thereby. The Trust shall have the
option to defend the Transfer Agent against any Claim which may be the subject
of this indemnification, and, in the event that the Trust so elects, such
defense shall be conducted by counsel chosen by the Trust and reasonably
satisfactory to the Transfer Agent, and thereupon the Trust shall take over
complete defense of the Claim and the Transfer Agent shall sustain no further
legal or other expenses in respect of such Claim. The Transfer Agent will not
confess any Claim or make any compromise in any case in which the Trust will be
asked to provide indemnification, except with the Trust's prior written consent.
The obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
14. Consequential Damages. In no event and under no circumstances shall
either party under this Agreement be liable to the other party for consequential
or indirect loss of profits, reputation or business or any other special damages
under any provision of this Agreement or for any act or failure to act
15. Term and Termination.
(a) This Agreement shall be effective as of the dates first written
above with respect to the Trust's respective series and shall continue until [ ,
1997] except as provided in subparagraph (b) of this Section and except that the
Trust may terminate this Agreement if the Transfer Agent breaches its duty of
care set forth in Section 13 and such breach is not cured within ninety (90)
days after written notice of the breach has been received by the Transfer Agent
from the Trust. After [ , 1997], this Agreement shall continue indefinitely
until terminated by either party, with or without cause, upon written notice to
the other party given at least ninety (90) days prior to such date, except that
the Agreement may be terminated at any time as provided in subparagraph (b) of
(b) The Transfer Agent represents that it is currently registered
with the appropriate Federal agency for the registration of Transfer Agents, and
that it will remain so registered for the duration of this Agreement. The
Transfer Agent agrees that it will promptly notify the Trust in the event of any
material change in its status as a registered Transfer Agent. Should the
Transfer Agent fail to be registered with the appropriate Federal agency as a
Transfer Agent at any time during this Agreement, the Trust may, on written
notice to the Transfer Agent, immediately terminate this Agreement.
(c) Upon termination of this Agreement and (unless this Agreement is
terminated pursuant to subparagraph (b) of this Section 15, or unless the
Transfer Agent has breached the standard of care in Section 13 and such breach
is incurred on the date notice of termination is given) at the expense of the
Trust, the Transfer Agent will deliver to such successor a certified list of
shareholders of the Trust (with names and addresses), and all other relevant
books, records, correspondence and other Trust records or data in the possession
of the Transfer Agent, and the Transfer Agent will cooperate with the Trust and
any successor transfer agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. The Transfer Agent agrees that it shall not use
any non-public information for any purpose other than performance of its duties
or obligations hereunder. The obligations of the parties under this Section
shall survive the termination of this Agreement. The parties further agree that
a breach of this Section would irreparably damage the other party and
accordingly agree that each of them is entitled, without bond or other security,
to an injunction or injunctions to prevent breaches of this provision. Without
limiting the foregoing, the Transfer Agent agrees on behalf of itself and its
nominees, sub-contractors and employees to treat confidentially all records and
other information relative to the Trust and its prior, present or potential
17. Additional Portfolios. In the event that the Trust establishes one or
more Portfolios in addition to those identified in Exhibit 1, with respect to
which the Trust desires to have the Transfer Agent render services as transfer
agent under the terms hereof, the Trust shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide such services,
Exhibit 1 shall be amended to include such additional Portfolios.
18. Amendment. This Agreement may only be amended or modified by a
written instrument executed by both parties.
19. Subcontracting. On thirty (30) days prior written notice to the Trust,
the Transfer Agent may assign its rights and delegate its duties hereunder to
any wholly-owned direct or indirect subsidiary of First Data Corporation
provided that (i) the delegate agrees with the Transfer Agent to comply with all
relevant provisions of the 1940 Act; (ii) the Transfer Agent and such delegate
shall promptly provide such information as the Trust may request, and respond to
such question as the Trust may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate; (iii) the delegation of
such duties shall not relieve the Transfer Agent of any of its duties hereunder;
(a) Notices. Any notice or other instrument authorized or required
by this Agreement to be given in writing to the Trust or the Transfer Agent,
shall be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
Lee P. Munder
President, The Munder Framlington Funds Trust
480 Pierce Street - Suite 300
Birmingham, Michigan 48009
To the Transfer Agent:
First Data Investor Services Group, Inc..
4400 Computer Drive
Westborough, Massachusetts 01581
with a copy to: the Transfer Agent's General Counsel (same address)
(b) Successors. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors.
(c) Governing Law. This Agreement shall be governed
exclusively by the laws of the Commonwealth of Massachusetts without
reference to the choice of law provisions thereof.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. The Trust shall not use the name
of the Transfer Agent in any Prospectus, Statement of Additional Information,
shareholders' report, sales literature or other material relating to the Trust
in a manner not approved prior thereto in writing; provided, that the Transfer
Agent need only receive notice of all reasonable uses of its name which merely
refer in accurate terms to its appointment and services hereunder or which are
required by any Government agency or applicable law or rule.
(g) Use of Trust's Name. The Transfer Agent shall not use the name
of the Trust or material relating to the Trust on any documents or forms for
other than internal use in a manner not approved prior thereto in writing;
provided, that the Trust need only receive notice of all reasonable uses of its
name which merely refer in accurate terms to the appointment of the Transfer
Agent or which are required by any government agency or applicable law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
attached hereto constitute the entire agreement of the parties hereto relating
to the matters covered hereby and supersede any previous agreements. If any
provision is held to be illegal, unenforceable or invalid for any reason, the
remaining provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
THE MUNDER FRAMLINGTON FUNDS TRUST
Title: Vice President & Chief
FIRST DATA INVESTOR SERVICES GROUP, INC.
Title: Executive Vice President
LIST OF PORTFOLIOS
dated as of November __, 1996
Framlington Emerging Markets Fund
Framlington Healthcare Fund
Framlington International Growth Fund
TRANSFER AGENT FEES
1) Asset Based Charge: Based on the total net assets of the companies (as
First $2.8 billion of net assets @ 2.0 basis points
Next $2.2 billion of aggregate net assets @ 1.5
basis points Over $5 billion of aggregate net
assets @ 1.0 basis points
Other Fees: IRA accounts will be charged $10.00 per annum
NSCC Transaction Charge is $.15 per financial
2) One-Time Conversion The conversion expenses are estimated at $150,000
Fee: of which Transfer Agent will absorb 50%
3) System Development: Client defined system enhancements will be agreed
upon by Transfer Agent and Munder Capital
Management and billed at a rate of $100.00 per hour
* Companies shall include Munder Funds, Inc., Munder Fund Trust, St. Clair
Funds Inc. and The Munder Framlington Funds Trust (and any other investment
companies advised by Munder Capital Management).
Fees will be re-evaluated on or after the first anniversary date.
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass
through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations - Daily & Distribution
advice mailings - Shipping, Certified and Overnight mail and insurance -
Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
specifically required by the Fund
- Duplicating services
- Courier services
- Incoming and outgoing wire charges - Overtime, as approved by the Fund -
Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund - Federal Reserve
charges for check clearance - Record retention, retrieval and destruction
costs - Third party audit reviews
- Customized systems development after the conversion at the rate of
$100.00 per hour
- Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this
Agreement as approved by the Fund
The Trust agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with the Transfer Agent. In addition, the Trust
will promptly reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Trust and the Transfer Agent
mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent shall maintain
a record of the number of Shares held by each holder of record which shall
include name, address, taxpayer identification and which shall indicate whether
such Shares are held in certificates or uncertificated form, and if in
certificated form shall include certificate numbers and denominations;
historical information regarding the account of each Shareholder, including
dividends and distributions paid and the date and price for all transactions on
a Shareholder's account; any stop or restraining order placed against
Shareholder's account; any correspondence relating to the current maintenance of
a Shareholder's account; information with respect to withholdings; and, any
information required in order for the Transfer Agent to perform any calculations
contemplated or required by its Agreement with the Trust. The Transfer Agent
shall keep a record of all redemption checks and dividend checks returned by
postal authorities, and shall maintain such records as are required for the
Trust to comply with the escheat laws of any State or other authority; shall
keep a record of all redemption checks and dividend checks returned by the
postal authorities for the period of time they are the Transfer Agent of record
and for any records provided by and receipt acknowledged by both parties from
any prior Transfer Agent by means of a records certification letter; otherwise
the Transfer Agent is not responsible for the said records. The Transfer Agent
shall maintain such records as are required for The Trust to comply with the
escheat laws of any state or other authority for the period they are Transfer
Agent. The Trust will be responsible for notifying and instructing the Transfer
Agent to commence the escheatment process on their behalf, for any or all
2. Shareholder Services. The Transfer Agent or its agent will investigate
all inquiries from Shareholders of the Trust relating to Shareholder accounts
and will respond to all communications from Shareholders and others relating to
its duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Trust.
3. Share Certificates.
(a) At the expense of the Trust, it shall supply the Transfer Agent
or its agent with an adequate supply of blank share certificates to meet the
Transfer Agent or its agent's requirements therefor. Such Share certificates
shall be properly signed by facsimile. The Trust agrees that, notwithstanding
the death, resignation, or removal of any officer of the Trust whose signature
appears on such certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer Agent or its
agent, with the Trust and the Transfer Agent or its agent as obligees under the
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued and/or canceled the number of Shares represented thereby
and the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer record on
lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The Transfer
Agent or its agent will address and mail to Shareholders of the Trust, all
communicators by the Trust to such Shareholders, including without limitation,
confirmations of purchases and sales of Trust shares, monthly statements, all
reports to Shareholders, dividend and distribution notices and proxy material
for the Trust's meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent or its Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.
5. Sales of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from or on
behalf of an investor for the purchase of Shares and sufficient information to
enable the Transfer Agent to establish a Shareholder account (if it is a new
account) and to determine which class of Shares the investor wishes to purchase,
and after confirmation of receipt of payment in the form described in the
Prospectus for the class of Shares involved, the Transfer Agent shall issue and
credit the account of the investor or other record holder with Shares in the
manner described in the Prospectus relating to such Shares and shall prepare and
mail the appropriate confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. The Transfer Agent or its agent
shall not be required to issue any Shares of the Trust where it has received a
Written Instruction from the Trust or official notice from any appropriate
authority that the sale of the Shares of the Trust has been suspended or
discontinued. The existence of such Written Instructions or such official notice
shall be conclusive evidence of the right of the Transfer Agent or its agent to
rely on such Written Instructions or official notice.
(c) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer Agent or
its agent will: (i) give prompt notice of such return to the Trust or its
designee; (ii) place a stop transfer order against all Shares issued as a result
of such check or order; and (iii) take such actions as the Transfer Agent may
from time to time deem appropriate.
6. Transfer and Redemption.
(a) Requirements for Transfer or Redemption of Shares. The Transfer
Agent or its agent shall process all requests to transfer or repurchase Shares
in accordance with the transfer or redemption procedures set forth in the
The Transfer Agent or its agent will transfer or redeem Shares upon
receipt of Oral or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent or its agent reasonably may
The Transfer Agent or its agent reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. The Transfer Agent or its agent also reserves
the right to refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
the Transfer Agent or its agent, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer or redemption.
(b) Notice to Custodian and Trust. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Trust's Custodian and to the Trust or its designee a
notification setting forth the number of Shares to be redeemed. Such redeemed
Shares shall be reflected on appropriate accounts maintained by the Transfer
Agent reflecting outstanding Shares of the Trust involved and Shares attributed
to individual accounts.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay such moneys as are received from the Custodian, all in accordance with the
procedures described in the Written Instruction received by the Transfer Agent
from the Trust. It is understood that the Transfer Agent may arrange for the
direct payment of redemption proceeds to Shareholders by the Trust's Custodian
in accordance with such procedures and controls as are mutually agreed upon from
time to time by the Trust, the Transfer Agent and the Trust's Custodian.
The Transfer Agent shall not process or effect any redemption with
respect to Shares of the Trust after receipt by the Transfer Agent of
notification of the suspension of the determination of the net asset value of
the Trust, provided the Transfer Agent has had a reasonable time to act on such
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Trustees of the
Trust with respect to Shares of the Trust, the Trust shall furnish or cause to
be furnished to the Transfer Agent or its agent a copy of a resolution of the
Trust's Board of Trustees certified by the Secretary of the Trust setting forth
the date of the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable to the Transfer
Agent or its agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of
the Board of Trustees, the Custodian of the Trust will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
After deducting any amount required to be withheld by any applicable
tax laws, rules and/or regulations and/or other applicable laws, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the applicable dividend resolutions and
Prospectus issue and credit the Account of the Shareholder with Shares, or, if
the Shareholder so elects, pay such dividends or distributions in cash.
In lieu of receiving from the Trust's Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Trust's Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Trust, the Transfer
Agent and the Trust's Custodian.
The Transfer Agent shall prepare, file with the Internal Revenue
Services and other appropriate taxing authorities, and address and mail to
Shareholders such returns, forms and information relating to dividends and
distributions paid by the Trust as are required to be so prepared, filed and
mailed by applicable laws, rules and/or resolutions. On behalf of the Trust, the
Transfer Agent shall mail certain requests for Shareholders' certifications
under penalties of perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions paid by the
Trust, all as required by applicable Federal tax laws and regulations.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
agent does not receive sufficient cash from the Custodian to make total dividend
and/or distribution payments to all shareholders of the Trust as of the record
date, the Transfer Agent or its agent will, upon notifying the Trust, withhold
payment to all Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
8. Cooperation with Accountants. The Transfer Agent shall cooperate
with the Trust's independent public accountants and shall take all reasonable
action in the performance of its obligations under its agreement with the Trust
to assure that the necessary information is made available to such accountants
for the expression of their opinions as such as may be required by the Trust
from time to time.
9. Other Services. In accordance with the Prospectus and such
procedures and controls as are mutually agreed upon from time to time by and
among the Trust, the Transfer Agent and the Trust's Custodian, the Transfer
Agent shall (a) arrange for issuance of Shares obtained through (i) transfers of
Trusts from Shareholders' accounts at financial institutions, (ii) a
pre-authorized check plan, if any and (iii) a right of accumulation, if any; (b)
arrange for the exchange of Shares for shares of such other funds designated by
the Trust from time to time; and (c) arrange for systematic withdrawals from the
account of a Shareholder participating in a systematic withdrawal plan, if any.
Exhibit 1 to Schedule C
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent or its agent shall
include the following:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares
and other management policy questions will be referred to the
o Process additional payments into established Shareholder accounts
in accordance with Written Instruction.
o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
o Identify redemption requests made with respect to accounts in
which Shares have been purchased within an agreed-upon period of
time for determining whether good funds have been collected with
respect to such purchase and process as agreed by the Transfer
Agent in accordance with Written Instructions set forth by the
o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges between
o Furnish daily requests of transactions in Shares.
o Calculate sales load or compensation payment (front-end and
deferred) and provide such information to the Trust, if any.
o Calculate dealer commissions for the Trust, if any.
o Provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity.
o Mail duplicate confirmations to dealers of their client's
activity, whether executed through the dealer or directly with
the Transfer Agent, if any.
o Identify to each series or class of Shares property belonging to
such series or class, and in such reports, confirmations and
notices to the Trust called for under this Agreement identify the
series or class to which such report, confirmation or notice
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Trust.
o Compute, prepare and mail all necessary reports to Shareholders
or various authorities as requested by the Trust. Report to the
Trust reinvestment plan share purchases and determination of the
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be
adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have
o Prepare and submit to the Trust an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Trust, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Trust (material must be adaptable to
mechanical equipment of Transfer Agent or its agents).
o Receive all notices issued by the Trust with respect to the
Shares in accordance with and pursuant to the Articles of
Incorporation and By-Laws and perform such other specific
duties as are set forth in the Articles of Incorporation and
By-Laws including a giving of notice of a special meeting and
notice of redemption in the circumstances and otherwise in
accordance with all relevant provisions of the Articles of
Incorporation and By-Laws.
o Furnish monthly reports of transactions in shares by type
(custodial, trust, Keogh, IRA, other) including numbers of
o Furnish state-by-state registration and sales reports to the
o Provide detail for underwriter or broker confirmations and other
participating dealer Shareholder accounting, in accordance with
such procedures as may be agreed upon between the Trust and the
Transfer Agent, if any.
o Provide Shareholder lists and statistical information
concerning accounts to the Trust.
o Provide timely notification of Trust activity and such other
information as may be agreed upon from time to time between the
Transfer Agent and the Custodian, to the Trust or the Custodian.