as of July 31, 2009, and amended and restated as of July XX, 2017 by and between
Viking Mutual Funds (the “Trust” or “Fund”), a Delaware statutory trust, having
its principal office and place of business at 0 Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxx
Xxxxxx 00000, and Integrity Fund Services, LLC (f/k/a Integrity Fund Services,
Inc.), (the “Transfer Agent”), a limited liability company organized under the
laws of the State of North Dakota with its principal place of business at 0
Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxx Xxxxxx 00000.
for and in consideration of the mutual promises hereinafter set forth, the Fund
and the Transfer Agent agree as follows:
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
Person” shall be deemed to include the President, the Vice President, the
Secretary, and the Treasurer of the Fund, the persons listed in Appendix A
hereto, and any other person, whether or not such person is an officer of the
Fund, duly authorized to give Oral Instructions or Written Instructions on
behalf of the Fund as indicated in a certificate furnished to the Transfer
Agent pursuant to Section 5(d) or 5(e) hereof as may be received
by the Transfer Agent from time to time.
shall have the meaning given it in the 1940 Act.
refers to the custodian and any sub-custodian of all securities and other
property which the Fund may from time to time deposit or cause to be deposited
or held under the name or account of such custodian.
of Trust” shall mean the Fund’s Declaration of Trust as now in effect and as
the same may be amended from time to time.
shall mean the President, Vice President, Secretary, and Treasurer of the
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.
shall mean any current prospectus and statement of additional information
relating to the registration of the Fund’s shares under the Securities Act of
1933, as amended, and the 1940 Act.
refers to the units into which the shareholders’ proprietary interests in the Fund
means a record owner of Shares.
(j) “Trustees” or
“Board of Trustees” refers to the duly elected Trustees of the Fund.
Instructions” shall mean a written or electronic communication actually
received by the Transfer Agent from an Authorized Person or from a person
reasonably believed by the Transfer Agent to be an Authorized Person by telex
or any other such system whereby the receiver of such communication is able to
verify through codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.
“1940 Act” refers to the Investment Company Act of 1940, and the Rules and
Regulations promulgated thereunder, all as amended from time to time.
2. Appointment of the
The Fund hereby
appoints and constitutes the Transfer Agent as transfer agent for its Shares
and as Shareholder servicing agent, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth.
Fund will compensate the Transfer Agent 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.
Agent will xxxx the Fund as soon as practicable after the end of each calendar
month, and said xxxxxxxx will be detailed in accordance with the Schedule A.
The Fund will promptly pay to the Transfer Agent the amount of such billing.
compensation agreed to hereunder may be adjusted from time to time upon mutual
agreement by both parties hereto by attaching to Schedule A of this Agreement a
revised Fee Schedule, dated and signed by an Officer of each party hereto.
with the appointment of the Transfer Agent, the Fund shall, 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, furnish the Transfer Agent with the following documents:
certified copy of the Fund’s Declaration of Trust, as amended.
certified copy of the Fund’s Bylaws, as amended.
copy of the resolution of the Trustees authorizing execution and delivery of
applicable, a specimen of the certificate for Shares of the Fund in the form
approved by the Trustees, with a certificate of the Secretary of the Fund as to
account application forms and other documents relating to Shareholder accounts
or to any plan, program, or service offered by the Fund.
The Fund will
also furnish from time to time the following documents:
Fund’s Registration Statement and each subsequent amendment to the Fund’s
Registration Statement that is filed with the Commission.
as to any change in any Officer, Trustee, or Investment Adviser of the Fund.
other certificates, documents, or opinions as the Transfer Agent deems to be
appropriate or necessary for the proper performance of its duties hereunder.
6. Representations of the Fund.
represents to the Transfer Agent that Shares will be issued in accordance with
the terms of the Declaration of Trust and the Prospectus and that such Shares
shall be validly issued, fully paid, and non-assessable by the Fund.
In the event that
the Trustees shall declare a distribution payable in Shares, the Fund shall
deliver to the Transfer Agent written notice of such declaration signed on
behalf of the Fund by an Officer of the Fund, upon which the Transfer Agent
shall be entitled to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate action has been taken, and (iii) that any
amendment to the Declaration of Trust which may be required has been filed and
is effective. Such notice shall be accompanied by an opinion of counsel for the
Fund relating to the legal adequacy and effect of the transaction. This provision shall not apply to Shares to be issued in
the normal course of reinvestment of any distributions or dividends in
accordance with the Fund’s Prospectus.
7. Duties of the Transfer Agent.
Agent shall be responsible for administering and/or performing transfer agent
functions; 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.
The operating standards and procedures to be followed shall be determined from
time to time by agreement between the Transfer Agent and the Fund and shall be
expressed in a written schedule of duties of the Transfer Agent annexed hereto
as Schedule B and incorporated herein.
8. Recordkeeping and Other Information.
Agent shall create and maintain all necessary records in accordance with all
applicable laws, rules and regulations, including, but not limited to, records
required by Section 31(a) of the 1940 Act and those records pertaining to the
various functions performed by it hereunder which are set forth in Schedule B
hereto. All records shall be available during regular business hours for
inspection and use by the Fund. 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.
notice by the Fund, the Transfer Agent shall make available during regular
business hours its facilities and premises employed in connection with the
performance of its duties under this Agreement for reasonable visitation by the
Fund or any person retained by the Fund.
To the extent
required by said Section 31 and the rules and regulations thereunder, the
Transfer Agent agrees that all such records prepared and maintained by the
Transfer Agent relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund.
Agent and the Fund agree that all books, records, information, and data
pertaining to the business of the other party which are exchanged or received
in connection with this Agreement shall remain confidential and shall not be
voluntarily disclosed to any person, except as may be required by law. In the
case of any requests or demands for any inspection of the Shareholder records
of the Fund, the Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized Officer of the Fund as to such inspection.
9. Other Duties.
In addition to
the duties expressly set forth in Schedule B to this Agreement, the Transfer
Agent shall perform such other duties and functions, and shall be paid such
amounts therefore, as may from time to time be agreed upon in writing between
the Fund and the Transfer Agent. Such other duties and functions shall be reflected
in a written amendment to Schedule B, dated and signed by an Officer of each
10. Reliance by Transfer Agent; Instructions.
The Transfer Agent will be protected in acting upon Written or Oral
Instructions, as appropriate, 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 Fund. The Transfer Agent will also be protected in processing
Share certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the Officers of the Fund and the proper
countersignature of the Transfer Agent.
any time the Transfer Agent may apply to any Authorized Person of the Fund for
Written Instructions and may seek advice from legal counsel for the Fund, or
its own legal counsel, with respect to any matter arising in connection with
this Agreement, and 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 Fund or for the Transfer Agent;
provided, however, that if such reliance involves a potential material loss to
the Fund, the Transfer Agent will advise the Fund of any such action(s) to be
taken in accordance with the opinion of counsel to the Transfer Agent. Written
Instructions requested by the Transfer Agent will be provided by the Fund
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 Fund only if said representative is known by the Transfer Agent, or its officers,
agents, or employees, to be an Authorized Person. 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 an Authorized Person.
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:
the legality of the issuance or sale of any Shares or the sufficiency of the
amount to be received therefore;
the legality of the redemption of any Shares, or the propriety of the amount to
be paid therefore;
the legality of the declaration of any dividend by the Trustees, or the
legality of the issuance of any Shares in payment of any dividend; or
the legality of any recapitalization or readjustment of the Shares.
11. Acts of God. Etc.
the Transfer Agent nor the Fund will be liable or responsible for delays or
errors by reason of circumstances beyond its reasonable control, including acts
of civil or military authority, national emergencies, fire, mechanical
breakdown beyond its control, flood or catastrophe, acts of God, insurrection,
war, riots, or failure beyond its control of transportation, communication, or
Transfer Agent shall be held to the exercise of reasonable care in carrying out
the provisions of the Agreement, but shall be without liability to the Fund for
any action taken or omitted by it in good faith without negligence, bad faith,
willful misconduct or reckless disregard of its duties hereunder. It shall be
entitled to rely upon and may act upon the accounting records and reports
generated by the Fund, other than those prepared by Integrity Fund Services, LLC
(“IFS”), advice of the Fund, other than advice of IFS, or advice of counsel for
the Fund and upon statements of the Fund’s independent accountants, and shall
be without liability for any action reasonably taken or omitted pursuant to
such records and reports or advice, provided that such action is not, to the
knowledge of the Transfer Agent, in violation of applicable federal or state
laws or regulations, and provided further that such action is taken without
negligence, bad faith, willful misconduct or reckless disregard of its duties.
(b) The Transfer
Agent shall not be liable to the Fund for any error of judgment or mistake of
law or for any loss arising out of any act or omission by the Transfer Agent in
the performance of its duties hereunder except as hereinafter set forth.
Nothing herein contained shall be construed to protect the Administrator
against any liability to the Fund or its shareholders to which the Transfer
Agent shall otherwise be subject to reason of willful misfeasance, bad faith, negligence
in the performance of its duties on behalf of the Fund, reckless disregard of
the Transfer Agent’s obligations and duties under this Agreement or the willful
violation of any applicable law.
(c) Except as may
otherwise be provided by applicable law, neither the Transfer Agent nor its
officers, directors, employees or agents shall be subject to, and the Fund
shall indemnify and hold such persons harmless from and against, any liability
for and any damages, expenses or losses incurred by reason of the inaccuracy of
information furnished to the Transfer Agent by the Fund or its authorized
agents, other than the Transfer Agent, or in connection with any error in
judgment or mistake of law or any act or omission in the course of, connected
with or arising out of any services to be rendered hereunder, except by reason
of willful misfeasance, bad faith or negligence in the performance of its
duties, by reason of reckless disregard of the Transfer Agent’s obligations and
duties under this Agreement or the willful violation of any applicable law.
13. Term and Termination.
shall become effective on the date first set forth above (the “Effective Date”)
and shall continue in effect from year to year thereafter as the parties may
mutually agree; provided, that either party hereto may terminate this Agreement
by giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice. In the event such notice is given by the Fund, it shall be
accompanied by a resolution of the Board of Trustees of the Fund, certified by
the Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. Upon such termination and at the expense of
the Fund, the Transfer Agent will deliver to such
successor a certified list of Shareholders of the Fund (with names, addresses,
and taxpayer identification or Social Security numbers), an historical record
of the account of each Shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form reasonably
acceptable to the Fund, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from the Transfer Agent’s
personnel in the establishment of books, records, and other data by such
successor or successors.
may not be amended or modified in any manner except by a written agreement
executed by both parties.
otherwise provided below, neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the express written consent of
the other party. The Transfer Agent may, in its sole discretion and without
further approval from the Fund, subcontract, in whole or in part, for the
performance of its obligations and duties hereunder with any person or entity
including, but not limited to, any affiliate or subsidiary; provided, however,
that (a) the Transfer Agent shall remain fully responsible to the Fund for the
acts and omissions of any agent or subcontractor as it is for its own acts and
omissions, and (b) to the extent that the Transfer Agent subcontracts any
functions or activities required or performed by a registered transfer agent,
the subcontracting party shall be a duly registered transfer agent with the
appropriate regulatory agency as required under Section 17A of the Securities
Exchange Act of 1934 and the rules and regulations thereunder, as amended.
16. Use of Transfer Agent’s Name.
The Fund 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 Fund for other than internal use, in a manner not
approved prior thereto; provided, that the Transfer Agent shall approve all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by the Commission or a state
17. Use of the Fund’s Name.
Agent shall not use the name of the Fund or material relating to the Fund on
any documents or forms for other than internal use in a manner not approved
prior thereto in writing; provided, that the Fund shall approve all reasonable
uses of its name which merely refer in accurate terms to the appointment of the
Transfer Agent or which are required by the Commission or a state securities
Agent represents and warrants that, to the best of its knowledge, the various
procedures and systems which the Transfer Agent has implemented or will
implement with regard to safeguarding from loss or damage attributable to fire;
theft, or any other cause (including provision for 24 hours-a-day restricted
access) of the Fund’s records and other data and the Transfer Agent’s records,
data, equipment, facilities, and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. The parties shall review such systems and procedures
on a periodic basis.
notice or other instrument authorized or required by this Agreement to be given
in writing to the Fund 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 Fund(s):
Xxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxxxx
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 other
Agreement shall be construed in accordance with the laws of the State of North
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.
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.
20. Liability of
Trustees, Officers, and Shareholders.
execution and delivery of this Agreement have been authorized by the Trustees
of the Fund and signed by an authorized Officer of the Fund, acting as such,
and neither such authorization by such Trustees nor such execution and delivery
by such Officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, and the obligations of
this Agreement are not binding upon any of the Trustees or Shareholders of the
Fund, but bind only the property of the Fund.
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective corporate officers thereunder duly authorized as of the day and year
first above written.
Xxxxxxx X. Xxxxx - President
Date: July XX, 2017
Agreed and Accepted by:
INTEGRITY FUND SERVICES, LLC
Xxxxxxx X. Xxxxx - President
I, Xxxxxxx X.
Xxxxx, President of Viking Mutual Funds (the “Trust” or “Fund”), a Delaware statutory trust, do hereby certify that the following individuals have been duly
authorized as Authorized Persons to give Oral Instructions and Written
Instructions on behalf of the Fund, and the signatures set forth opposite their
respective names are their true and correct signatures:
Xxxxxxx X. Xxxxx _______________________________________
DUTIES OF THE TRANSFER AGENT
(See Exhibit 1 for Summary of
Agent shall maintain a record of the number of Shares held by each holder of
record which shall include his address and taxpayer identification number and
which shall indicate whether such Shares are held in certificated or
Agent will investigate all Shareholder inquiries relating to Shareholder
accounts and will answer all correspondence 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 Fund. The
Transfer Agent shall keep records of Shareholder correspondence and replies
thereto and of the lapse of time between the receipt of such correspondence and
the mailing of such replies.
Agent shall furnish on a state-by-state basis sales reports and such periodic
and special reports as the Fund may reasonably request and such other
information, including Shareholder lists and statistical information concerning
accounts, as may be agreed upon from time to time between the Fund and the
Communications to Shareholders; Proxy Materials.
Agent will address and mail to Shareholders of the Fund all reports to
Shareholders, dividend and distribution notices, and proxy material for the
Fund’s meetings of Shareholders. In connection with meetings of Shareholders,
the Transfer Agent will report on proxies voted prior to meetings, act as
inspector of election at meetings, if so requested by the Fund, and certify
Shares voted at meetings.
of Investment Checks or Other Investments. Upon receipt of any check or
other instrument drawn or endorsed to it as agent for, or identified as being
for the account of the Fund for the purchase of Shares, the Transfer Agent
shall stamp the check with the date of receipt, shall forthwith process the
same for collection, and shall record the number of Shares sold, the trade
date, the price per Share, and the amount of money to be delivered to the
Custodian of the Fund for the sale of such Shares.
of Shares. Upon receipt of notification that the Custodian has received the
amount of money specified in the immediately preceding paragraph, the Transfer
Agent shall issue to and hold in the account of the purchaser/Shareholder, or
if no account is specified therein, in a new account established in the name of
the purchaser, the number of Shares such purchaser is entitled to receive, as
determined in accordance with applicable federal law or regulation.
On a quarterly basis, the Transfer Agent shall send to the
purchaser/Shareholder a statement of purchases which will show the new Share
balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form of statement as the Fund and the Transfer
Agent may agree from time to time.
of Sale of Shares. The Transfer Agent shall not be required to issue any
Shares where it has received a Written Instruction from the Fund or written
notice from any appropriate federal or state authority that the sale of the
Shares of the Fund has been suspended or discontinued, and the Transfer Agent
shall be entitled to rely upon such Written Instructions or written
(e) Taxes in Connection with Issuance of
Shares. Upon the issuance of any Shares in accordance with the foregoing
provisions of this Section, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid in connection
with such issuance.
Checks. In the event that any check or other order for the payment of money
is returned unpaid for any reason, the Transfer Agent will:
prompt notice of such return to the Fund or its designee;
a stop transfer order against all Shares issued as a result of such check or
such actions as the Transfer Agent may from time to time deem appropriate.
for Transfer or Redemption of Shares. The Transfer Agent shall process all
requests from Shareholders to transfer or redeem Shares in accordance with the
procedures set forth in the Prospectus and all determinations of the number of
Shares required to be redeemed to fund designated monthly payments, automatic
payments, or any other such distribution or withdrawal plan.
Agent will transfer or redeem Shares upon receipt of Written Instructions and
Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent reasonably may deem necessary
to evidence the authority of the person making such transfer or redemption, and
bearing satisfactory evidence of the payment of stock transfer taxes, if any.
Except to the
extent inconsistent with the procedures set forth in the Prospectus, the Transfer
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, and
for that purpose it will require a guarantee of signature by a member firm of a
national securities exchange, by any national bank or trust company, or by any
member bank of the Federal Reserve system. The Transfer 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, 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.
Agent may, in effecting transactions, rely upon the provisions of the Uniform
Act for the Simplification of Fiduciary Security Transfers or the provisions of
Article 8 of the Uniform Commercial Code, as the same may be amended from time
to time in the State of North Dakota, which in the opinion of legal counsel for
the Fund or of its own legal counsel protect it in not requiring certain
documents in connection with the transfer or redemption of Shares. The Fund may
authorize the Transfer Agent to waive the signature guarantee in certain cases
by Written Instructions.
For the purpose
of the redemption of Shares which have been purchased within 15 days of a
redemption request, the Transfer Agent may refuse to redeem such Shares until
the Transfer Agent has received fed funds for the purchase of such Shares.
to Custodian and Fund. When Shares are redeemed, the Transfer Agent shall,
upon receipt of the instructions and documents in proper form, deliver to the
Custodian and the Fund a notification setting forth the number of Shares to be
redeemed. Such redemptions shall be reflected on appropriate accounts
maintained by the Transfer Agent reflecting outstanding Shares and Shares attributed
to individual accounts and, if applicable, any individual withdrawal or
of Redemption Proceeds. The Transfer Agent shall, upon receipt of the
moneys paid to it by the Custodian for the redemption of Shares, pay to the Shareholder,
or his authorized agent or legal representative, such moneys as are received
from the Custodian, all in accordance with the redemption procedures described
in the Prospectus; provided, however, that the Transfer Agent shall pay the
proceeds of any redemption of Shares purchased within 15 days of a redemption
request to the Transfer Agent upon a determination that good funds have been
collected for the purchase of such Shares. The Fund shall indemnify the
Transfer Agent for any payment of redemption proceeds or refusal to make such
payment if the payment or refusal to pay is in accordance with this Section.
Agent shall not process or effect any redemptions pursuant to a plan of
distribution or redemption or in accordance with any
other Shareholder request upon the receipt by the Transfer Agent of
notification of the suspension of the determination of the Fund net asset
to Transfer Agent and Custodian. Upon the declaration of each dividend and
each capital gains distribution by the Board of Trustees of the Fund with
respect to Shares, the Fund shall furnish to the Transfer Agent a copy of a
resolution of its Board of Trustees certified by the Secretary setting forth
with respect to the Shares 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 on the payment date, and whether
such dividend or distribution is to be paid in Shares at net asset value.
or before the payment date specified in such resolution of the Board of
Trustees, the Fund will cause the Custodian of the Fund to pay to the Transfer
Agent sufficient cash to make payment to the Shareholders of record as of such
of Dividends by the Transfer Agent. The Transfer Agent will, on the
designated monthly payment date, automatically reinvest all dividends in
additional Shares at net asset value (determined on such date) and mail to each
Shareholder on a quarterly basis at his address of record, or such other
address as the Shareholder may have designated, a statement showing the number
of full and fractional Shares (rounded to three decimal places) then currently
owned by the Shareholder and the net asset value of the Shares so credited to
the Shareholder’s account; provided, however, that if the Transfer Agent has on
file a direction by the Shareholder to pay income dividends or capital gains
dividends, or both, in cash, such dividends shall be paid in accordance with
such instructions; and provided further, that in the event of the return of two
consecutive dividend checks as undeliverable, Transfer Agent shall change such
Shareholder account to a reinvestment account if so provided in the Prospectus.
Funds for Payments. If the Transfer Agent does not receive sufficient cash
from the Custodian to make total dividend and/or distribution payments to all
Shareholders of the Fund as of the record date, the Transfer Agent will, upon
notifying the Fund, withhold payment to all Shareholders of record as of the
record date until such sufficient cash is provided to the Transfer Agent.
Information Returns. It is understood that the Transfer Agent
shall file such appropriate information returns concerning the payment of
dividends, return of capital, and capital gain distributions with the proper
federal, state, and local authorities as are required by law to be filed and
shall be responsible for the withholding of taxes, if any, due on such
dividends or distributions to Shareholders when required to withhold taxes
under applicable law.
The Funds authorize
the Transfer Agent to perform, on behalf of the Funds, Anti-Money Laundering
(“AML”) services in accordance with the Anti-Money Laundering Program adopted
by the Funds, including the Fund’s Customer Identification Program. The
Transfer Agent shall maintain policies and procedures, and related internal
controls which are consistent with such AML Program. The Transfer Agent will
also comply with economic sanction programs administered by the U.S. Treasury
Department’s Office of Foreign Asset Control (“OFAC”), including checking
Shareholder names against the OFAC list of sanctioned persons.
Transfer Agent is authorized to take, on behalf of the Funds, any action
permitted by law and in accordance with the Fund’s AML Program in carrying out
its responsibilities under the Fund’s AML Program, including rejecting
purchases, freezing Shareholder accounts, restricting certain services, or
closing Shareholder accounts if (a) suspicious activity is detected, (b) it is
unable to verify the identity of a Shareholder, or (c) a Shareholder matches a
government list of known or suspected suspicious persons.
services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
Maintain daily on disc the following information with
respect to each Shareholder account as received:
Name and Address (Zip Code)
Balance of Shares held by Transfer
State of residence code
Beneficial owner code: i.e., male,
female, joint tenant, etc.
Dividend code (reinvestment)
Number of Shares held in
B. OTHER DAILY ACTIVITY
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 Fund.).
Furnish a Statement of Additional
Information to any Shareholder who requests (in writing or by telephone) such
statement from the Transfer Agent.
Examine and process Share purchase
applications in accordance with the Prospectus.
Furnish Forms W-9 to all
Shareholders whose initial subscriptions for Shares did not include taxpayer
Process additional payments into
established Shareholder accounts in accordance with the Prospectus.
Upon receipt of proper
instructions and all required documentation, process requests for redemption of
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 and the Fund in accordance
with written procedures set forth in the Fund's Prospectus.
Examine and process all transfers
of Shares, insuring that all transfer requirements and legal documents have
Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE FUND
Furnish the following reports to the Fund:
Daily financial totals
Blue sky reports
Monthly Form N-SAR information
Monthly report of outstanding
Monthly analysis of accounts by
beneficial owner code
Monthly analysis of accounts by
Analysis of sales by state;
provide a "warning system" that informs the Fund when sales of Shares
in certain states are within a specified percentage of the Shares registered in
D. DIVIDEND ACTIVITY
Calculate and process Share
dividends and distributions as instructed by the Fund.
Compute, prepare, and mail all
necessary reports to Shareholders, federal, and/or state authorities as
requested by the Fund.
E. MEETINGS OF SHAREHOLDERS
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 been received.
Prepare and submit to the Fund an
Affidavit of Mailing.
At the time of the meeting,
furnish a certified list of Shareholders, hard copy, microfilm, or microfiche
and, if requested by the Fund, Inspectors of Election.
F. PERIODIC ACTIVITIES
Cause to be mailed reports,
Prospectuses, and any other enclosures requested by the Fund. (Material must be
adaptable to mechanical equipment of Transfer Agent or its agents.)