EXHIBIT 9
TRANSFER AGENCY AGREEMENT
Agreement made as of the lst day of May, 1984 between EMPIRE TAX FREE
MONEY MARKET, INC., a corporation organized and existing under the laws of the
State of Maryland, having its principal office and place of business at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Fund"), and THE BANK OF NEW YORK, a New York corporation authorized to do a
banking business, having its principal office and place of business at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Transfer
Agent").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate. From time to time the Fund may amend a previously delivered
Certificate by delivering to the Transfer Agent a Certificate naming an
additional entity or deleting any entity named in a previously delivered
Certificate.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Transfer Agent by the Fund which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent.
3. "Custodian" shall mean The Bank of New York, as custodian under the
terms and conditions of the Custody Agreement between The Bank of New York and
the Fund, or its successor.
4. "Fund Business Day" shall be deemed to be each day on which the New
York Stock Exchange, Inc. is open for trading.
5. "Officer" shall be deemed to be the Fund's Chairman of the Board,
the Fund's President, any Vice President of the Fund,
the Fund's Secretary, the Fund's Treasurer, the Fund's Controller, any Assistant
Controller of the Fund, any Assistant Treasurer of the Fund, and any other
person duly authorized by the Board of Directors of the Fund to execute any
Certificate, instruction, notice or other instrument on behalf of the Fund and
named in the Certificate annexed hereto as Appendix A, as such Certificate may
be amended from time to time, and any person believed by the Transfer Agent to
be such a person.
6. "Shares" shall mean all or any part of each class of the capital
stock of the Fund listed in the Certificate annexed hereto as Appendix B, as may
be amended from time to time, which from time to time are authorized and/or
issued by the Fund.
7. "Prospectus" shall mean the last Fund prospectus actually received
by the Transfer Agent from the Fund with respect to which the Fund has indicated
a registration statement under the Federal Securities Act of 1933 has become
effective.
8. "Transfer Agent" shall mean The Bank of New York, as transfer agent
and dividend disbursing agent under the terms and conditions of this Agreement,
its successor(s) or assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
9. The Fund hereby constitutes and appoints the Transfer Agent as
transfer agent of all the Shares of the Fund and as dividend disbursing agent
during the period of this Agreement.
10. The Transfer Agent hereby accepts appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
11. In connection with such appointment, the Fund shall deliver the
following documents to the Transfer Agent:
(1) A certified copy of the Articles of Incorporation of
the Fund and all amendments thereto;
(2) A certified copy of the By-Laws of the Fund;
(3) A certified copy of a resolution of the Board of
Directors of the Fund appointing the Transfer Agent and authorizing the
execution of this Transfer Agency Agreement;
(4) A Certificate signed by the Secretary of the Fund
specifying with respect to each class of Shares: the number of authorized
Shares, the number of such authorized Shares issued, and the number of such
authorized Shares issued and currently
outstanding the names and specimen signatures of the Officers of the Fund, and
the name and address of the legal counsel for the Fund;
(5) Specimen Share certificates for each class of Shares in
the form approved by the Board of Directors of the Fund, together with a
certificate signed by the Secretary of the Fund as to such approval;
(6) Copies of the Fund's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Fund with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Company Act of 1940, as amended,
together with any applications filed in connection therewith; and
(7) Opinion of counsel for the Fund with respect to the
validity of the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law or regulation (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor.
12. The Fund shall furnish the Transfer Agent with a sufficient supply
of blank Share certificates and from time to time will renew such supply upon
request of the Transfer Agent. Such blank Share certificates shall be properly
signed, by facsimile or otherwise, by Officers of the Fund authorized by law or
by the by-laws to sign Share certificates, and, if required, shall bear the
corporate seal or facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
13. The Fund shall deliver to the Transfer Agent the following
documents on or before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(1) A certified copy of the amendment to the Articles of
Incorporation giving effect to such increase or decrease;
(2) In the case of an increase, an opinion of counsel for the
Fund with respect to the validity of the Shares of capital stock of the Fund and
the status of such Shares under the Securities Act of 1933, as amended, and any
other applicable federal law or regulation (i.e., if subject to registration,
that
they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
(3) In the case of an increase, if the appointment of the
Transfer Agent was theretofore expressly limited, a certified copy of a
resolution of the Board of Directors of the Fund increasing the authority of the
Transfer Agent.
14. Prior to the issuance of any additional Shares of the Fund pursuant
to stock dividends or stock splits, etc., and prior to any reduction in the
number of Shares outstanding, the Fund shall deliver the following documents to
the Transfer Agent:
(1) A certified copy of the resolution(s) adopted by the Board
of Directors and/or the shareholders of the Fund authorizing such issuance of
additional Shares of the Fund or such reduction, as the case may be; and
(2) An opinion of counsel for the Fund with respect to the
validity of the Shares of the Fund and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable federal law or
regulation (i.e., if subject to registration, that they have been registered and
that the Registration Statement has become effective or, if exempt, the specific
grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
15. In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, the
Transfer Agent will issue Share certificates in the new form in exchange for, or
upon transfer of, outstanding Share certificates in the old form, upon
receiving:
(1) A Certificate authorizing the issuance of Share
certificates in the new form;
(2) A certified copy of any amendment to the Articles of
Incorporation with respect to the change;
(3) Specimen Share certificates for each class of Shares in
the new form approved by the Board of Directors of the Fund, with a Certificate
signed by the Secretary of the Fund as to such approval; and
(4) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable federal law or
regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
16. The Fund shall furnish the Transfer Agent with a sufficient supply
of blank Share certificates in the new form,
and from time to time will replenish such supply upon the request of the
Transfer Agent. Such blank Share certificates shall be properly signed by
Officers of the Fund authorized by law or by the by-laws to sign Share
certificates and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer
Agent harmless, from and against any and all claims or demands that may be
asserted against the Transfer Agent with respect to the genuineness of any Share
certificate supplied to the Transfer Agent pursuant to this section.
ARTICLE V
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
17. (a) The Transfer Agent shall accept with respect to each Fund
Business Day, at such times as are agreed upon from time to time by the Transfer
Agent and the Fund, each (i) purchase order received from a purchaser, or
shareholder, whether or not an Approved Institution, and (ii) redemption request
either received from a shareholder, whether or not an Approved Institution, or
contained in a Certificate, provided, that (A) such purchase order or redemption
request, as the case may be, is reasonably believed by the Transfer Agent to be
in conformity with the Fund's purchase and redemption procedures described in
the Prospectus, and (B) the Transfer Agent has agreed to accept and act in
accordance with such type of purchase order or redemption request, as the case
may be.
(b) The Transfer Agent shall also accept with respect to each
Fund Business Day, at such times as are agreed upon from time to time by the
Transfer Agent and the Fund, a computer tape consistent in all respects with the
Transfer Agent's tape layout package, as amended from time to time, which is
believed by the Transfer Agent to be furnished by or on behalf of any Approved
Institution.
18. On each Fund Business Day a duly authorized officer or employee of
the Transfer Agent shall furnish the following information by telephone call to
an Officer of the Fund or by such other form to such other person as shall be
agreed upon from time to time by the Fund and the Transfer Agent:
(1) The total dollar amount of Shares to be applied to the
purchase of each class on such day, computed by aggregating the amount so
specified in (i) such of the purchase orders described in preceding paragraph l
(a) of this Article with respect to which payment has been, or will be, credited
by the Custodian to the Fund's custody account on such day, and (ii) all
computer tapes described in preceding paragraph l (b) of this Article timely
received by the Transfer
Agent with respect to such day and with respect to which payment has been, or
will be, credited by the Custodian to the Fund's custody account on such day;
and
(2) The total dollar amount of Shares of each class to be
redeemed on such day, computed by aggregating the amount so specified in (i)
such of the redemption requests described in preceding paragraph l (a) of this
Article with respect to which the amount payable as redemption proceeds has
been, or will be, charged by the Custodian against the Fund's custody account on
such day, and (ii) all computer tapes described in preceding paragraph l (b) of
this Article with respect to which the amount payable as redemption proceeds has
been, or will be, charged by the Custodian against the Fund's custody account on
such day.
19. On each Fund Business Day the Transfer Agent shall, as of the time
at which the Fund computes its net asset value, issue to, and redeem from, the
accounts specified in a purchase order, redemption request, or computer tape
which in accordance with the Prospectus is effective on such Fund Business Day
the appropriate number of full and fractional Shares based on the net asset
value per Share of such class specified in an advice received on such Fund
Business Day from the Fund, provided, however, that no Shares shall be issued
pursuant to any purchase order or computer tape unless the Custodian has
notified the Transfer Agent that the money with respect to such purchase has
been received by the Custodian. Notwithstanding the foregoing, if a redemption
specified in a computer tape is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account, the Transfer
Agent shall not effect such redemption in whole or part, and shall orally advise
both the Fund and the Approved Institution which supplied such tape of such
discrepancy.
20. The Transfer Agent shall, as of each Fund Business Day specified in
a Certificate or resolution described in paragraph 1 of succeeding Article VI,
issue Shares of a class, based on the net asset value per Share of such class
specified in an advice received from the Fund on such Fund Business Day, in
connection with a reinvestment of a dividend or distribution on Shares of such
class.
21. On each Fund Business Day the Transfer Agent shall supply the Fund
with a statement specifying with respect to the immediately preceding Fund
Business Day: the total number of Shares of each class (including fractional
Shares) issued and outstanding at the opening of business on such day; the total
number of Shares of each class sold to The Bank of New York, as agent for the
purchasers, on such day, pursuant to preceding paragraph 3 of this Article; the
total number of Shares of each
class redeemed by The Bank of New York, as agent for the respective redeeming
shareholders, on such day; the total number of Shares of each class, if any,
sold to The Bank of New York, as agent for shareholders, on such day pursuant to
preceding paragraph 4 of this Article, and the total number of Shares of each
class issued and outstanding. On the same day such statement is received by the
Fund, the Fund shall confirm the information contained therein by delivering to
the Transfer Agent a Certificate with respect to the same.
22. In connection with each purchase and each redemption of Shares, the
Transfer Agent shall send such statements as are described in the Prospectus. If
the Prospectus indicates that certificates for Shares are available, and if
specifically requested in writing by any shareholder, or if' otherwise required
hereunder, the Transfer Agent will countersign, issue and mail by not less than
first class insured mail, to such shareholder at the address set forth in the
records of the Transfer Agent, a Share certificate for any full Shares
requested.
23. As of each Fund Business Day the Transfer Agent shall furnish the
Custodian with an advice setting forth the number and dollar amount of Shares to
be redeemed on such Fund Business Day in accordance with paragraph 3 of this
Article.
1.
24. Upon receipt of moneys paid to it by the Custodian in connection
with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares
and after making appropriate deduction for any withholding of taxes required of
it by applicable law (a) in the case of a redemption of Shares pursuant to a
redemption described in preceding paragraph 1 (a) of this Article, make payment
in accordance with the Fund's redemption and payment procedures described in the
prospectus, and (b) in the case of a redemption of Shares pursuant to a computer
tape described in preceding paragraph 1(b) of the Article, make payment by
directing a federal funds wire order to the account previously designated by the
Approved Institution specified in said computer tape.
25. The Transfer Agent shall not be required to issue any Shares after
it has received from an Officer of the Fund or from an appropriate federal or
state authority written notification that the sale of Shares has been suspended
or discontinued, and the Transfer Agent shall be entitled to rely upon such
written notification.
26. Upon the issuance of any Shares in accordance with this Agreement
the Transfer Agent shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Fund in connection with such
issuance of any Shares.
27. Shares which are subject to restriction on transfer or redemption
(including, without limitation, Shares required pursuant to a restrictive
investment representation, Shares held by controlling persons, Shares subject to
shareholder's agreements, etc.), other than the general restrictions on the
transferability of the Shares described in the Prospectus, must be issued in
Share certificate form and must be stamped on the face thereof with a legend
describing the extent and conditions of the restriction or referring to the
source of such restriction, and shall be so issued and so legended by the
Transfer Agent only if the Fund so directs in a Certificate. Legended Shares may
not be transferred or redeemed except upon receipt by the Transfer Agent of an
opinion of counsel for the Fund stating that such transfer or redemption is
rightful, in accordance with applicable law, and may be properly effected. The
Transfer Agent shall be entitled to rely upon such opinion and shall be
indemnified by the Fund for any transfer or redemption made in reliance upon any
such opinion.
28. The Transfer Agent shall accept a computer tape consistent with the
Transfer Agent's tape layout package, as amended from time to time, which is
believed by the Transfer Agent to be furnished by or on behalf of any Approved
Institution and is represented to be instructions with respect to the transfer
of Shares from one account of such Approved Institution to another such account,
and shall effect the transfers specified in said computer tape.
29. (a) Except as otherwise provided in sub-paragraph (b) of this
paragraph and in paragraph 14 of this Article, Shares will be transferred or
redeemed upon presentation to the Transfer Agent of Share certificates or
instructions properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer Agent deems necessary to evidence the authority of the
person making such transfer or redemption, and bearing satisfactory evidence of
the payment of stock transfer taxes. In the case of small estates, where no
administration is contemplated, the Transfer Agent may, when furnished with an
appropriate surety bond, and without further approval of the Fund, transfer or
redeem Shares registered in the name of a decedent where the current market
value of the Shares being transferred does not exceed such amount as may from
time to time be prescribed by various states. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
endorsement on the stock certificate or instructions is valid and genuine, and
for that purpose it will require, unless otherwise instructed by an authorized
officer of the Fund, a guarantee of signature by a member firm of a National
Securities Exchange or by a bank or trust company acceptable to the Transfer
Agent. 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
judgment, deems improper or unauthorized, or until it is satisfied that there is
no basis to any claims adverse to such transfer or redemption. The Transfer
Agent may, in effecting transfers and redemptions of Shares, rely upon those
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from time
to time, applicable to the transfer of securities, and the Fund shall indemnify
the Transfer Agent for any act done or omitted by it in reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Transfer Agent shall be fully
protected by the Fund in not requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation, any signature
guarantees, in connection with a redemption, or transfer, of Shares whenever the
Transfer Agent reasonably believes that requiring the same would be inconsistent
with the transfer and redemption procedures as described in the Prospectus.
30. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to require, as a
condition to any transfer of any Shares pursuant to paragraph 12 of this Article
or any redemption of any Shares pursuant to a computer tape described in this
Article, any documents, including, without limitation, any documents of the kind
described In sub-paragraph (a) of paragraph 13 of this Article, to evidence the
authority of the person requesting the transfer or redemption and/or the payment
of any stock transfer taxes, and shall be fully protected in acting in
accordance with the applicable provisions of this Article.
31. (a) As used in this Agreement, the terms "computer tape" and
"computer tape believed by the Transfer Agent to be furnished by an Approved
Institution", shall include any tapes generated by the Transfer Agent to reflect
information believed by the Transfer Agent to have been inputted by an Approved
Institution, via a remote terminal or other similar link, into a data
processing, storage, or collection system, or similar system (the "System"),
located on the Transfer Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer Agent and Fund only
if the information reflected thereon was inputted into the System at such times
as are agreed upon from time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall constitute any
agreement or representation by the Transfer Agent
to permit, or to agree to permit, any Approved Institution to input information
into a System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
32. The Fund shall furnish to the Transfer Agent a copy of a resolution
of its Board of Directors, certified by the Secretary or any Assistant
Secretary, either (i) setting forth with respect to a class of Shares the date
of the declaration of a dividend or distribution, the date of accrual or
payment, as the case may be, thereof, the record date as of which Shareholders
entitled to payment, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which all previously
accrued and unpaid dividends are to be paid, and the total amount if any,
payable to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other periodic basis
and authorizing the Transfer Agent to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.
33. Upon the payment date specified In such Certificate or resolution,
as the case may be, the Fund shall, in the case of a cash dividend or
distribution, cause the Custodian to pay to the Transfer Agent an amount of
cash, if any, sufficient for the Transfer Agent to make the payment, if any,
specified in such Certificate or resolution, as the case may be, to the
Shareholders of record as of such payment date. The Transfer Agent will, upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders of record as, of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or dividend
mailing address, or (ii) wiring such amounts to the accounts previously
designated by an Approved Institution, as the case may be. The Transfer Agent
shall not be liable for any improper payments made in accordance with a
Certificate or resolution described in the preceding paragraph. If the Transfer
Agent shall not receive from the Custodian sufficient cash to make payments of
any cash dividend or distribution to all shareholders of the Fund as of the
record date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent.
34. It is understood that the Transfer Agent shall in no way be
responsible for the determination of the rate or form of dividends or capital
gain distributions due to the shareholders.
35. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends and capital
gain distributions with the proper federal, state and local authorities as are
required by law to be filed by the Fund but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required of it by applicable
law.
ARTICLE VII
CONCERNING THE FUND
36. The Fund shall promptly deliver to the Transfer Agent written
notice of any change in the Officers authorized to sign Share Certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer 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 issuance of such Share certificates,
the Transfer Agent may issue such Share certificates of the Fund notwithstanding
such death, resignation or removal, and the Fund shall promptly deliver to the
Transfer Agent such approval, adoption or ratification as may be required by
law.
37. Each copy of the Articles of Incorporation of the Fund and copies
of all amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such Articles of
Incorporation and/or amendments are required by law also to be filed with a
county or other officer or official body, a certificate of such filing shall be
filed with a certified copy submitted to the Transfer Agent. Each copy of the
By-Laws and copies of all amendments thereto, and copies of resolutions of the
Board of Directors of the Fund, shall be certified by the Secretary of the Fund
under the corporate seal.
38. It shall be the sole responsibility of the Fund to deliver to the
Transfer Agent the Fund's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until it is actually received by the
Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
39. The Transfer Agent shall not be liable and shall be fully protected
in acting upon any computer tape, writing or document believed by it to be
genuine and to have been signed or made by the proper person or persons and
shall not be held to have any notice of any change of authority of any person
until receipt of written notice thereof from the Fund or such person. It shall
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.
1.
40. The Transfer Agent may establish such additional procedures, rules
and regulations governing the transfer or registration of certificates of stock
as it may deem advisable and consistent with such rules and regulations
generally adopted by bank transfer agents.
41. The Transfer Agent shall keep such records as are specified in
Appendix C hereto in the form and manner, and for such period, as it may deem
advisable but not inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under the federal
Investment Company Act as amended from time to time. The Transfer Agent may
deliver to the Fund from time to time at Its discretion, for safekeeping or
disposition by the Fund in accordance with law, such records, papers, Share
certificates which have been cancelled in transfer, exchange or redemption, or
other documents accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those which the
Transfer Agent is itself required to maintain pursuant to applicable laws and
regulations, and the Fund shall assume all responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate, or other
document so returned, if and when required. The records specified in Appendix C
hereto maintained by the Transfer Agent pursuant to this paragraph 3, which have
not been previously delivered to the Fund pursuant to the foregoing provisions
of this paragraph 3, shall be considered to be the property of the Fund, shall
be made available upon request for inspection by the officers, employees, and
auditors of the Fund, and records shall be delivered to the Fund upon request
and in any event upon the date of termination of this Agreement, as specified in
Article IX of this Agreement, in the form and manner kept by the Transfer Agent
on such date of termination or such earlier date as may be requested by the
Fund.
42. The Transfer Agent may employ agents or attorneys-in-fact at the
expense of the Fund, and shall not be liable for any loss or expense arising out
of, or in connection with,
the actions or omissions to act of its agents or attorneys-in-fact so long as
the Transfer Agent acts without bad faith, negligence or willful misconduct in
connection with the selection of such agents or attorneys-in-fact.
43. The Transfer Agent shall not be liable for any loss or damage,
including counsel fees, resulting from its actions or omissions to act or
otherwise, except for any loss or damage arising out of its own bad faith,
negligence or willful misconduct.
44. The Fund shall indemnify and exonerate, save and hold harmless the
Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including attorney's fees) and
liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by the
Transfer Agent without bad faith, negligence or willful misconduct or in
reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii)
any instruction or order including, without limitation, any computer tape
believed by the Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
Officer of the Fund; (v) any Certificate or other instructions of an Officer; or
(vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund
shall indemnify and exonerate, save and hold the Transfer Agent harmless from
and against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent by any person by reason of or as a result of any
action taken or omitted to be taken by the Transfer Agent in connection with its
appointment or in reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may thereafter have been
altered, changed, amended or repealed.
45. Specifically, but not by way of limitation, the Fund shall
indemnify and exonerate, save and hold the Transfer Agent harmless from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent by any person in connection with the genuineness of a
Share certificate, the Transfer Agent's capacity and authorization to issue
Shares and the form and amount of authorized Shares.
46. Notwithstanding the foregoing, the Transfer Agent shall
be liable to the Fund with respect to any redemption check which the Transfer
Agent pays on which the signature of the drawer is forged, but only to the
extent of the lesser of (a) the amount of such redemption check minus $2,500.00
and (b) the amount of insurance proceeds received by the Transfer Agent with
respect to such redemption check, and only if, and for so long as, each of the
following conditions is satisfied: (i) insurance with respect to Fund redemption
checks is maintained by the Transfer Agent, and (ii) the Fund pays to the
Transfer Agent monthly the amount which the Transfer Agent determines to be the
Fund's pro rata share of the cost of such insurance coverage. The Fund agrees
that the insurance may be discontinued or cancelled without any prior notice,
and that the Transfer Agent shall at all times have the absolute right, without
any prior notice to the Fund, to cease to maintain such insurance, and the
Transfer Agent agrees to notify the Fund promptly upon cancelling or
discontinuing any such insurance or upon learning of any such cancellation or
discontinuance. In the event such insurance is not maintained, or in the event
the Fund does not pay monthly to the Transfer Agent the amount which Transfer
Agent determines to be the Fund's pro rata share of the cost of such insurance
coverage, the Transfer Agent shall not be liable for any loss or damage,
including counsel fees, resulting from its paying or not paying any redemption
check, unless such loss or damage arises out of the Transfer Agent's bad faith,
negligence or willful misconduct.
47. At any time the Transfer Agent may apply to an Officer of the Fund
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instructions from an Officer of the Fund may, at the
option of the Transfer Agent, set forth in writing any action proposed to be
taken or omitted by the Transfer Agent with respect to its duties or obligations
under this Agreement and the date on and/or after which such action shall be
taken, and the Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such application on or
after the date specified therein unless, prior to taking or omitting any such
action, the Transfer Agent has received written instructions in response to such
application specifying the action to be taken or omitted. The Transfer Agent may
consult counsel to the Fund, or its own counsel, at the expense of the Fund and
shall be fully protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the Fund or its own
counsel.
48. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Transfer
Agent's Blanket Bond, the Transfer Agent shall send such non-negotiable Share
certificates by first class mail, and such deliveries will be covered while in
transit by the Transfer Agent's Blanket Bond, non-negotiable Share certificates,
the value of which exceed the limits of the Transfer Agent's Blanket Bond, will
be sent by insured registered mail. Negotiable Share certificates will be sent
by insured registered mail. The Transfer Agent shall advise the Fund of any
Share certificates returned as undelivered after being mailed as herein provided
for.
49. The Transfer Agent may issue new Share certificates in place of
Share certificates represented to 'have been lost, stolen, or destroyed upon
receiving instructions in writing from an Officer and indemnity satisfactory to
the Transfer Agent. Such instructions from the Fund shall be in such form as
approved by the Board of Directors of the Fund in accordance with the provisions
of law or of the By-Laws the Fund governing such matters. If the Transfer Agent
receives written notification from the owner of the lost, destroyed, or stolen
Share certificate within a reasonable time after he has notice of it, the
Transfer Agent shall promptly notify the Fund and shall act pursuant to written
instructions signed by an Officer. If the Fund receives such written
notification from the owner of the lost, destroyed or stolen Share certificate
within a reasonable time after he has notice of it, the Fund shall promptly
notify the Transfer Agent and the Transfer Agent shall act pursuant to written
instructions signed by an Officer. The Transfer Agent shall not be liable for
any act done or omitted by it pursuant to the written instructions described
herein. The Transfer Agent may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
50. The Transfer Agent will issue and mail subscription warrants for
Shares of capital stock, Shares representing stock dividends, exchanges or
splits, or act as conversion agent upon receiving written instructions from an
Officer and such other documents as the Transfer Agent may deem necessary.
51. The Transfer Agent will supply shareholder lists to the Fund from
time to time upon receiving a request therefor from an Officer of the Fund.
52. In case of any requests or demands for the inspection of the
shareholder records of the Fund, the Transfer Agent will endeavor to notify the
Fund and to secure instructions from an Officer as to such inspection. The
Transfer Agent reserves the right, however, to exhibit the Shareholder records
to any person whenever it receives an opinion from its counsel that it may be
held liable for the failure to exhibit the shareholder records to
such person.
53. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as the Fund may direct.
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:
(1) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the authority of the
Approved Institution or of the Fund, as the case may be, to request such sale or
issuance;
(2) The legality of a transfer of Shares, or of a redemption
of any Shares, the propriety of the amount to be paid therefor, or the authority
of the Approved Institution or of the Fund, as the case may be, to request such
transfer or redemption;
(3) The legality of the declaration of any dividend by the
Fund, or the legality of the issue of any Shares in payment of any stock
dividend; or
(4) The legality of any recapitalization or readjustment of
the Shares.
54. The Transfer Agent shall be entitled to receive and the Fund hereby
agrees to pay to the Transfer Agent for its performance hereunder, including its
performance of the duties and functions set forth in Appendix C hereto, (i) its
out-of-pocket expenses (including legal expenses and attorney's fees) and (ii)
such compensation as may be agreed upon in writing from time to time by the
Transfer Agent and the Fund.
55. The Transfer Agent shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against the Transfer Agent.
ARTICLE IX
TERMINATION
Either of the parties 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 90 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 copy
of a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating a successor transfer agent or transfer agents. In the event such
notice is given by the Transfer Agent, the Fund shall, on or before the
termination date, deliver to the Transfer Agent a copy of a resolution of its
Board of Directors certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Fund, the Transfer Agent may designate a successor
transfer agent. If the Fund fails to designate a successor transfer agent and if
the Transfer Agent is unable to find a successor transfer agent, the Fund shall,
upon the date specified in the notice of termination of this Agreement and
delivery of the records maintained hereunder, be deemed to be its own transfer
agent and the Transfer Agent shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement.
ARTICLE X
MISCELLANEOUS
56. The Fund agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of the
Transfer Agent hereunder, it shall advise the Transfer Agent of such proposed
change at least 30 days prior to the intended date of the same, and shall
proceed with such change only if it shall have received the written consent of
the Transfer Agent thereto.
57. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its office at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as the Fund may from
time to time designate in writing.
58. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Transfer Agent shall be sufficiently given
if addressed to the Transfer Agent and mailed or delivered to it at its office
at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as the
Transfer Agent may from time to time designate in writing.
59. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement, and, except for an amendment to Appendix B or Appendix C hereto,
authorized or approved by a resolution of the Board of Directors of the Fund.
60. 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 Transfer Agent.
61. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
62. 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.
63. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Fund, and no rights shall be granted to any other person
by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officers, thereunto duly
authorized and their respective corporate seals to be hereunto affixed, as of
the day and year first above written.
Attest: EMPIRE TAX FREE MONEY MARKET, INC.
By:
Attest: THE BANK OF NEW YORK
By:
TRANSFER AGENCY AGREEMENT
APPENDIX C
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT SERVICES
The Bank of New York, Transfer Agent and Dividend Agent shall:
1. DAILY ACTIVITY
Maintain on a daily basis the following shareholder information on
disc:
Name and Address (Zip Code)
Balance of shares held by The Bank of New York
Balance of shares issued in certificate form
Certificate number, number of shares and issuance date of each
certificate outstanding
Certificate number, number of shares, issuance date and cancellation
date for each certificate no longer outstanding
State of residence code
Beneficial owner code, i.e., male, female, joint tenant, etc.
Dividend code (cash, reinvestment, or income in cash--capital gains
reinvested)
Dealer Number, territory and branch code as provided; The dealer name
and address and branch addresses are maintained on disc, on a sub-file
Representative's number and name as provided
2. OTHER DAILY ACTIVITY
Answer all investor telephone and/or written inquiries, except those
concerning Fund policy which will be referred to the Fund.
Examine and process Account Applications received with cash or stock
certificates.
Process payments into established accounts upon availability of funds.
Issue share certificates upon receipt of instructions.
Deposit share certificates into accounts upon receipt of instructions.
Prepare and process redemptions of shares issued in certificate form;
identify any account that had a cash and/or share transaction within
fifteen (15) days and notify Fund for further instructions concerning
the acceptance of the redemption request.
Prepare and process Book share redemptions; identify any account that
had a cash and/or share transaction within fifteen (15) days and notify
Fund for further instructions concerning the acceptance of the
redemption request.
Examine and process all transfer of shares insuring that all transfer
requirements and legal documents have been supplied.
Issue and mail replacement checks.
Handle foreign collection items, if any.
Handle bad check collection, with notification to the Fund.
Immediately liquidate the shares purchased and return to the
shareholder the check and a confirmation of the transaction.
Solicit missing taxpayer identification numbers via message printed on
the daily confirmation.
Process and confirm address changes to the former address of record,
reflecting the new address.
3. REPORTS PROVIDED TO THE FUND
Furnish the following reports to the Fund:
Daily totals of Transfer Sheets
Daily Journals
Monthly N-1R Report (correspondence and liquidation/
redemptions)
Monthly Trial Balance Totals
Monthly Report of Outstanding Shares with a copy to the
Fund's Auditors, as requested
Daily analysis of accounts by beneficial owner code
Daily analysis of accounts by share range
Daily analysis of accounts by state
Monthly Blue Sky Report
Annual year-end summary statements on microfilm
4. DIVIDEND ACTIVITY
Calculate and process daily accrual or reinvestment of dividends, mail
dividend statements and one (1) capital gains distribution, in
accordance with investors standing instructions (the capital gains
distribution to be paid simultaneously with the dividend).
Compute, prepare and mail all necessary reports to shareholder,
federal and/or state authorities (forms 1096, 1099, 1042 and 1042S).
5. ANNUAL MEETINGS
Address and mail annual proxy and related material. Tabulate returned
proxies and supply daily reports when sufficient proxies have been
received (material must be adaptable to mechanical equipment of The
Bank of New York).
Prepare and submit to Fund an affidavit of mailing.
Furnish certified list of stockholders, hard copy or microfilm, and
Inspectors of Election.
6. PERIODIC ACTIVITIES
Address and mail up to four (4) periodic financial reports and one (1)
prospectus per year (material must be adaptable to mechanical
equipment of The Bank of New York).
TRANSFER AGENCY AGREEMENT
APPENDIX A
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇, President, and I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Assistant Secretary, of EMPIRE TAX FREE MONEY MARKET INC. , a Maryland
corporation, (the "Fund") , do hereby certify that:
The following individuals have been authorized by the Board of
Directors of the Fund in conformity with the Fund's Articles of Incorporation
and By-Laws to execute any Certificate, instruction, notice or other instrument,
including an amendment to Appendix B hereto, or to give oral instruction on
behalf of the Fund, and the signatures set forth opposite their respective names
and their true and correct signatures.
Name Signature
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TRANSFER AGENCY AGREEMENT
APPENDIX B
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇, President, and I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Secretary of EMPIRE TAX FREE MONEY MARKET INC., Maryland corporation, (the
"Fund"), do hereby certify that:
The following is a list of the class or classes of the capital stock
of the Fund issued and/or authorized by the Fund as of the date of this Transfer
Agency Agreement.
AUTHORIZED:
Twenty billion (20,000,000,000) shares of all Classes, all designated
as Common Stock until such time as the Board of Directors of the Fund shall
designate otherwise in accordance with the Articles of Incorporation of the
Fund.
ISSUED:
One hundred thousand shares of the Fund's Common Stock issued to Empire
Group, Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
President and Assistant
Secretary
