Exhibit 9(b)
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 31st day of December,
1992, between The ▇▇▇▇▇▇ Square International Securities Fund, Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"),
having its principal place of business in Wilmington, Delaware, and ▇▇▇▇▇▇
Square Management Corporation, a corporation organized under the laws of the
State of Delaware ("RSMC"), having its principal place of business in
Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
offers for public sale distinct series of shares of common stock, par value
$0.01 per share, each corresponding to a distinct portfolio ("Portfolio");
WHEREAS, each share of a Portfolio represents an undivided interest in
the assets, subject to the liabilities, allocated to that Portfolio and each
Portfolio has a separate investment objective and policies;
WHEREAS, the Fund desires to avail itself of the services of RSMC to
serve as the Fund's transfer agent; and
WHEREAS, RSMC is willing to furnish such services to the Fund with
respect to each of the Portfolios listed in Schedule A to this Agreement on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Fund and RSMC agree as follows:
1. APPOINTMENTS. The Fund hereby appoints RSMC as transfer agent, registrar
and dividend disbursing agent for the shares of common stock (the
"Shares") of the Fund and as servicing agent in connection with the
disbursements of dividends and distributions and as shareholders'
servicing agent for the Fund, each such appointment to take effect at the
close of business on December 31, 1992, and RSMC shall act as such and
perform its obligations thereof upon the terms and conditions hereafter
set forth and in accordance with the principles of principal and agent
enunciated by the common law.
2. DOCUMENTS. The Fund has furnished RSMC with copies of the Fund's
Articles of Incorporation, By-Laws, Investment Advisory Agreement, Sub-
Advisory Agreements, Custodian Agreement, Administration Agreement,
Distribution Agreement, Accounting Services Agreement, most recent
Registration Statement on Form N-1A, current Prospectus and Statement of
Additional Information (the "SAI"), all forms relating to any plan,
program or service offered by the Fund and a certified copy of the
resolution of its Board of Directors approving RSMC's appointment
hereunder and identifying and containing the signatures of the Fund's
officers authorized to issue Oral Instructions and to sign Written
Instructions, as hereinafter defined, on behalf of the Portfolio and to
execute stock certificates representing Shares. Subject to the
provisions of Section 21 hereof, the Fund shall furnish promptly to RSMC
INTLTRAG
a copy of any amendment or supplement to the above-listed documents. The
Fund shall furnish to RSMC any additional documents necessary for it to
perform its functions hereunder.
3. DEFINITIONS.
(a) Authorized Person. As used in this Agreement, the term "Authorized
Person" means any officer of the Fund and any other person, whether or
not any such person is an officer or employee of the Fund, duly
authorized by the Board of Directors of the Fund to give Oral and Written
Instructions on behalf of the Portfolio and certified by the Secretary or
Assistant Secretary of the Fund or any amendment thereto as may be
received by RSMC from time to time.
(b) Oral Instructions. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by RSMC from an
Authorized Person or from a person reasonably believed by RSMC to be an
Authorized Person. The Fund agrees to deliver to RSMC, at the time and
in the manner specified in Section 4(b) of this Agreement, Written
Instructions confirming Oral Instructions.
(c) Written Instructions. As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand, mail, tested
telegram, cable, telex or facsimile sending device, and received by RSMC
and signed by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH ARTICLES OF INCORPORATION, ETC.
(a) Unless otherwise provided in this Agreement, RSMC shall act only
upon Oral or Written Instructions. Although RSMC may know of the
provisions of the Articles of Incorporation and By-Laws of the Fund, RSMC
may assume that any Oral or Written Instructions received hereunder are
not in any way inconsistent with any provisions of such Articles of
Incorporation or By-Laws or any vote, resolution or proceeding of the
shareholders, or of the Board of Directors, or of any committee thereof.
(b) RSMC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by RSMC pursuant to this
Agreement. The Fund agrees to forward to RSMC Written Instructions
confirming Oral Instructions in such manner that the Written Instructions
are received by RSMC by the close of business of the same day that such
Oral Instructions are given to RSMC. The Fund agrees that the fact that
such confirming Written Instructions are not received by RSMC shall in no
way affect the validity of the transactions or enforceability of the
transactions authorized by such Oral Instructions. The Fund agrees that
RSMC shall incur no liability to the Fund in acting upon Oral
Instructions given to RSMC hereunder concerning such transactions,
provided such instructions reasonably appear to have been received from
an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, RSMC is authorized to take the following actions:
(a) Issuance of Shares. Upon receipt of a purchase order from the
Distributor, as defined in the Distribution Agreement between the Fund
and ▇▇▇▇▇▇ Square Distributors, Inc. or a prospective shareholder for the
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purchase of Shares and sufficient information to enable RSMC to establish
a shareholder account or to issue Shares to an existing shareholder
account, and after confirmation of receipt or crediting of Federal funds
for such order from RSMC's designated bank, RSMC shall issue and credit
the account of the investor or other record holder with Shares in the
manner described in the Prospectus. RSMC shall deposit all checks
received from prospective shareholders into an account on behalf of the
Fund, and shall promptly transfer all Federal funds received from such
checks to the Custodian, as defined in the Custodian Agreement between
the Fund and Wilmington Trust Company. (References herein to "Custodian"
shall also be construed to refer to a "Sub-Custodian" if such appointment
has been made.) If so directed by the Distributor, the confirmation
supplied to the shareholder to ▇▇▇▇ such issuance will be accompanied by
a Prospectus.
(b) Transfer of Shares; Uncertificated Securities. Where a shareholder
does not hold a certificate representing the number of Shares in its
account and does provide RSMC with instructions for the transfer of such
Shares which include a signature guaranteed by a commercial bank, trust
company or member firm of a national securities exchange and such other
appropriate documentation to permit a transfer, then RSMC shall register
such Shares and shall deliver them pursuant to instructions received from
the transferor, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"), and the laws of the State of
Maryland relating to the transfer of shares of common stock.
(c) Stock Certificates. If at any time the Portfolio issues stock
certificates, the following provisions will apply:
(i) The Fund will supply RSMC with a sufficient supply of stock
certificates representing Shares, in the form approved from time to time
by the Board of Directors of the Fund, and, from time to time, shall
replenish such supply upon request of RSMC. Such stock certificates
shall be properly signed, manually or by facsimile signature, by the duly
authorized officers of the Fund, and shall bear the corporate seal or
facsimile thereof of the Fund, and notwithstanding the death, resignation
or removal of any officer of the Fund, such executed certificates bearing
the manual or facsimile signature of such officer shall remain valid and
may be issued to shareholders until RSMC is otherwise directed by Written
Instructions.
(ii) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by RSMC.
(iii) Upon receipt of signed stock certificates, which shall be in
proper form for transfer, and upon cancellation or destruction thereof,
RSMC shall countersign, register and issue new certificates for the same
number of Shares and shall deliver them pursuant to instructions received
from the transferor, the rules and regulations of the SEC, and the laws
of the State of Maryland relating to the transfer of shares of common
stock.
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(iv) Upon receipt of the stock certificates, which shall be in
proper form for transfer, together with the shareholder's instructions to
hold such stock certificates for safekeeping, RSMC shall reduce such
Shares to uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the transfer books.
(v) Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of shares in
its account, RSMC will issue such stock certificates and deliver them to
the shareholder.
(d) Redemption of Shares. Upon receipt of a redemption order from the
Distributor or a shareholder, RSMC shall redeem the number of Shares
indicated thereon from the redeeming shareholder's account and receive
from the Fund's Custodian and disburse pursuant to the redeeming
shareholder's instructions the redemption proceeds therefor, or arrange
for direct payment of redemption proceeds by the Custodian to the
redeeming shareholder or as instructed by the shareholder, in accordance
with such procedures and controls as are mutually agreed upon from time
to time by and among the Fund, RSMC and the Fund's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. RSMC shall record issues of
all Shares and shall notify the Fund in case any proposed issue of Shares
by the Fund shall result in an over-issue as defined in Section 8-104(2)
of Article 8 of the Maryland Uniform Commercial Code. In case any issue
of Shares would result in such an over-issue, RSMC shall refuse to issue
said Shares and shall not countersign and issue certificates for such
Shares. The Fund agrees to notify RSMC promptly of any change in the
number of authorized Shares and of any change in the number of Shares
registered under the Securities Act of 1933, as amended or termination of
the Fund's declaration under Rule 24f-2 of the 1940 Act. The Fund has
advised RSMC, as of the date hereof, of the number of Shares (i) held in
any redemption or repurchase account, and (ii) registered under the
Securities Act of 1933, as amended, which are unsold. In the event that
the Fund shall declare a stock dividend or a stock split, the Fund shall
deliver to RSMC a certificate, upon which RSMC shall be entitled to rely
for all purposes, certifying (i) the number of Shares involved, (ii) that
all appropriate corporate action has been taken, and (iii) that any
amendment to the Articles of Incorporation of the Fund which may be
required has been filed and is effective. Such certificate shall be
accompanied by an opinion of counsel to the Fund relating to the legal
adequacy and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish RSMC with
appropriate evidence of action by the Fund's Board of Directors
authorizing the declaration and payment of dividends and distributions as
described in the Prospectus. After deducting any amount required to be
withheld by any applicable tax laws, rules and regulations or other
applicable laws, rules and regulations, RSMC shall in accordance with the
instructions in proper form from a shareholder and the provisions of the
Fund's Articles of Incorporation 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 to the shareholders in the
manner described in the Prospectus. In lieu of receiving from the Fund's
Custodian and paying to shareholders cash dividends or distributions,
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RSMC may arrange for the direct payment of cash dividends and
distributions to shareholders by the Custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by
and among the Fund, RSMC and the Fund's Custodian.
RSMC shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders such
returns and information relating to dividends and distributions paid by
the Fund as are required to be so prepared, filed and mailed by
applicable laws, rules and regulations, or such substitute form of notice
as may from time to time be permitted or required by the Internal Revenue
Service. On behalf of the Portfolio, RSMC 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 Portfolio, all as
required by applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Fund's Board of
Directors that are not inconsistent with this Agreement and are provided
to RSMC from time to time, and such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, RSMC and
the Fund's Custodian, RSMC shall (a) arrange for issuance of Shares
obtained through transfers of funds from shareholders' accounts at
financial institutions; (b) arrange for the exchange of Shares for Shares
of other Portfolios of the Fund, or of shares of other eligible Funds in
the ▇▇▇▇▇▇ Square Complex, when permitted by the Prospectus.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) Communications to Shareholders. RSMC will address and mail all
communications by the Portfolio to its shareholders, including reports to
shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy material for its
meetings of shareholders. RSMC will receive and tabulate the proxy cards
for the meetings of the shareholders of the Portfolio.
(b) Correspondence. RSMC will answer such correspondence from
shareholders, securities brokers and others relating to its duties
hereunder and such other correspondence as may from time to time be
mutually agreed upon between RSMC and the Fund.
9. SERVICES TO BE PERFORMED. RSMC 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 administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination
with the Fund's custodian bank in connection with shareholder redemption
by check) of the Fund's Shares as set forth in Schedule B. The details
of the operating standards and procedures to be followed shall be
determined from time to time by agreement between RSMC and the Fund and
may be expressed in written schedules which shall constitute attachments
to this Agreement.
10. RECORD KEEPING AND OTHER INFORMATION.
(a) RSMC shall maintain records of the accounts for each Shareholder
showing the items listed in Schedule C.
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(b) RSMC 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 the
rules thereunder, as the same may be amended from time to time, and those
records pertaining to the various functions performed by it hereunder.
All records shall be the property of the Fund at all times and shall be
available for inspection and use by the Fund. Where applicable, such
records shall be maintained by RSMC for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
11. AUDIT, INSPECTION AND VISITATION. RSMC shall make available during
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the
Fund or any person retained by the Fund. Upon reasonable notice by the
Fund, RSMC shall make available during regular business hours its
facilities and premises employed in connection with its performance of
this Agreement for reasonable visitation by the Fund, or any person
retained by the Fund.
12. COMPENSATION. Compensation for services and duties performed pursuant to
this Agreement is provided in Schedule D hereto. Certain other fees due
and expenses incurred pursuant to this Agreement are payable by the Fund
or the shareholder on whose behalf the service is performed and are also
listed in Schedule D.
The Fund shall reimburse RSMC for all reasonable out-of-pocket expenses
incurred by RSMC or its agents in the performance of its obligations
hereunder. Such reimbursement for expenses incurred in any calendar
month shall be made on or before the tenth day of the next succeeding
month.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by RSMC in the performance of its obligations hereunder: the
cost of stationery and forms (including but not limited to checks, proxy
cards, and envelopes), the cost of postage, the cost of insertion of non-
standard size materials in mailing envelopes and other special mailing
preparation by outside firms, the cost of first-class mailing insurance,
the cost of external electronic communications as approved by the Board
of Directors (to include telephone and telegraph equipment and an
allocable portion of the cost of personnel responsible for the
maintenance of such equipment), toll charges, data communications
equipment and line charges and the cost of microfilming of shareholder
records (including both the cost of storage as well as charges for access
to such records). If RSMC shall undertake the responsibility for
microfilming shareholder records, it may be separately compensated
therefor in an amount agreed upon by the principal financial officer of
the Fund and RSMC, such amount not to exceed the amount which would be
paid to an outside firm for providing such microfilming services.
13. USE OF RSMC'S NAME. The Fund shall not use the name of RSMC in any
Prospectus, SAI, sales literature or other material relating to the Fund
in a manner not approved prior thereto, provided, however, that RSMC
shall approve all uses of its name which merely refer in accurate terms
to its appointments hereunder or which are required by the SEC or a state
securities commission and, provided further, that in no event shall such
approval be unreasonably withheld.
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14. USE OF FUND'S NAME. RSMC shall not use the name of the Fund or the
Portfolio of the Fund or material relating to the Fund or the Portfolio
on any checks, bank drafts, bank statements or forms for other than
internal use in a manner not approved prior thereto, provided, however,
that the Fund shall approve all uses of its name which merely refer in
accurate terms to the appointment of RSMC hereunder or which are required
by the SEC or a state securities commission, and, provided, further, that
in no event shall such approval be unreasonably withheld.
15. SECURITY. RSMC represents and warrants that, to the best of its
knowledge, the various procedures and systems which RSMC has implemented
with regard to safeguarding from loss or damage attributable to fire,
theft or any other cause (including provision for twenty-four hours a day
restricted access) the Fund's blank checks, records and other data and
RSMC'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.
16. INSURANCE. RSMC shall notify the Fund should any of its insurance
coverage be materially changed. Such notification shall include the date
of change and the reason or reasons therefor. RSMC shall notify the Fund
of any material claims against it, whether or not they may be covered by
insurance and shall notify the Fund from time to time as may be
appropriate of the total outstanding claims made by RSMC under its
insurance coverage.
17. ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any rights or
obligations hereunder may be assigned by RSMC without the written consent
of the Fund. RSMC may, however, at any time or times in its discretion
appoint (and may at any time remove) any other bank or trust company,
which is itself qualified under the Securities Exchange Act of 1934 to
act as a transfer agent, as its agent to carry out such of the services
to be performed under this agreement as RSMC may from time to time
direct; provided, however, that the appointment of any agent shall not
relieve RSMC of any of its responsibilities or liabilities hereunder.
18. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless RSMC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
including, without limitation, liabilities arising under the Securities
Act of 1933, the Securities Exchange Act of 1934 and any state and
foreign securities and blue sky laws, and amendments thereto (the
"Securities Laws"), and expenses, including without limitation reasonable
attorneys' fees and disbursements arising directly or indirectly from any
action or omission to act which RSMC takes (i) at the request of or on
the direction of or in reliance on the advice of the Fund or (ii) upon
Oral or Written Instructions. Neither RSMC nor any of its nominees shall
be indemnified against any liability (or any expenses incident to such
liability) arising out of RSMC's or its nominees' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
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(b) RSMC agrees to indemnify and hold harmless the Fund from all taxes,
charges, expenses, assessments, claims and liabilities arising from
RSMC's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws, and any state
and foreign securities and blue sky laws, and amendments thereto) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of RSMC's or its
nominees' own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
(c) In order that the indemnification provisions contained in this
Section 18 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion,
and shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall
have the option to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in no
case confess any claim or make any compromise in any case in which the
other party may be required to indemnify it except with the other party's
prior written consent.
19. RESPONSIBILITY OF RSMC. RSMC shall be under no duty to take any action
on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by RSMC in writing. RSMC shall be obligated to
exercise due care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best efforts in performing
services provided for under this Agreement. RSMC shall be liable for any
damages arising out of or in connection with RSMC's performance of or
omission or failure to perform its duties under this Agreement to the
extent such damages arise out of RSMC's negligence, reckless disregard of
its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, RSMC, in connection with its duties under
this Agreement, shall not be under any duty or obligation to inquire into
and shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other
instrument which conforms to the applicable requirements of this
Agreement, and which RSMC reasonably believes to be genuine; or (b)
subject to the provisions of Section 20, delays or errors or loss of data
occurring by reason of circumstances beyond RSMC's control, including
acts of civil or military authority, national emergencies, labor
difficulties, fire, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power
supply.
20. ACTS OF GOD, ETC. RSMC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies,
labor difficulties, fire, flood or catastrophe, acts of God,
insurrection, war, riots, or failure of the mails, transportation,
communication or power supply. In the event of equipment breakdowns
beyond its control, RSMC shall, at no additional expense to the Fund,
take reasonable steps to minimize service interruptions but shall have no
8
liability with respect thereto. RSMC 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.
21. AMENDMENTS. RSMC and the Fund shall regularly consult with each other
regarding RSMC's performance of its obligations and its compensation
hereunder. In connection therewith, the Fund shall submit to RSMC at a
reasonable time in advance of filing with the SEC copies of any amended
or supplemented registration statements (including exhibits) under the
Securities Act of 1933, as amended, and the 1940 Act, and a reasonable
time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by
the Fund. Any change in such material which would require any change
in RSMC's obligations hereunder shall be subject to RSMC's approval,
which shall not be unreasonably withheld. In the event that such change
materially increases the cost to RSMC of performing its obligations
hereunder, RSMC shall be entitled to receive reasonable compensation
therefor.
22. DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only
by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
This Agreement shall become effective at the close of business on
December 31,1992, and shall continue in effect for one year from the
effective date, and thereafter as the parties may mutually agree;
provided, however, that this Agreement may be terminated at any time by
six months' written notice given by RSMC to the Fund or six months'
written notice given by the Fund to RSMC; and provided further that this
Agreement may be terminated immediately at any time for cause either by
the Fund or by RSMC in the event that such cause remains unremedied for a
period of time not to exceed ninety days after receipt of written
specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 18 hereof.
Upon the termination hereof, the Fund shall reimburse RSMC for any out-of-
pocket expenses reasonably incurred by RSMC during the period prior to
the date of such termination. In the event that the Fund designates a
successor to any of RSMC's obligations hereunder, RSMC shall, at the
expense and direction of the Fund, transfer to such successor a certified
list of the shareholders of the Fund (with name, address, and, if
provided, tax identification or Social Security number), a complete
record of the account of each shareholder, and all other relevant books,
records and other data established or maintained by RSMC hereunder. RSMC
shall be liable for any losses sustained by the Fund as a result of
RSMC's failure to accurately and promptly provide these materials.
23. REGISTRATION AS A TRANSFER AGENT. RSMC 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. RSMC agrees that it will promptly notify the Fund in
the event of any material change in its status as a registered transfer
9
agent. Should RSMC fail to be registered with the Federal Deposit
Insurance Corporation or any successor regulatory authority as a transfer
agent at any time during this Agreement, the Fund may, on written notice
to RSMC, immediately terminate this Agreement.
24. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to
this Agreement at its principal place of business.
25. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
26. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of Delaware.
27. MISCELLANEOUS. Both parties agree to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in 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. This
Agreement may be executed simultaneously in two counterparts, each of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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SCHEDULE A
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
PORTFOLIO LISTING
The ▇▇▇▇▇▇ Square International Equity Fund
A-1
SCHEDULE B
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
SERVICES TO BE PERFORMED
▇▇▇▇▇▇ Square Management Corporation ("RSMC") will perform the following
functions as transfer agent on an ongoing basis with respect to the Portfolio:
(a) furnish state-by-state registration reports;
(b) calculate sales load or compensation payment and provide such
information;
(c) calculate dealer commissions;
(d) provide toll-free lines for direct shareholder use, plus customer liaison
staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their clients' activity,
whether executed through the dealer or directly with RSMC;
(f) 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 Fund and RSMC;
(g) provide shareholder lists and statistical information concerning accounts
of the Portfolio to the Fund; and,
(h) provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time between RSMC and the
Portfolio or the Custodian, to the Fund or the Custodian.
B-1
SCHEDULE C
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
SHAREHOLDER RECORDS
▇▇▇▇▇▇ Square Management Corporation ("RSMC") shall maintain records of the
accounts for each shareholder showing the following information:
(a) name, address and United States Tax Identification or Social Security
number;
(b) number of Shares held and number of Shares for which certificates, if
any, have been issued, including certificate numbers and denominations;
(c) 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;
(d) any stop or restraining order placed against a shareholder's account;
(e) any correspondence relating to the current maintenance of a shareholder's
account;
(f) information with respect to withholdings; and,
(g) any information required in order for RSMC to perform any calculations
contemplated or required by this Agreement.
C-1
SCHEDULE D
THE ▇▇▇▇▇▇ SQUARE INTERNATIONAL SECURITIES FUND, INC.
FEE SCHEDULE
ANNUAL MAINTENANCE FEE FOR EACH ACCOUNT
1/12th of the annual maintenance fee shall be charged and payable each
month. The fee will be charged for any account which at any time
during the month had a share balance in the Fund.
FEE PER ANNUM
TYPE OF FUND/ACCOUNT PER ACCOUNT
-------------------- -------------
Annual Dividend $ 7.00
Semi-Annual Dividend 8.50
Quarterly Dividend 10.00
Monthly Dividend 18.00
Inactive Account 0.30
OTHER FEES
Monthly return of checks $ 0.44 per check
Non-return of check 0.10 per check
Out of pocket expenses shall be reimbursed by the Fund to ▇▇▇▇▇▇ Square
Management Corporation ("RSMC") or paid directly by the Fund. Such
expenses include but are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement - $7.50 per wire
g. Mailing fee - approximately $30.00 per 1,000 items
h. Cost of proxy solicitation, mailing and tabulation (if required)
i. Certificate issuance - $2.00 per certificate
j. Development/programming costs/special projects - time and material
NATIONAL SECURITIES CLEARING CORPORATION ("NSCC") FUND/SERV CHARGES (NON-
MONEY MARKET SERIES)
Participation Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ 0.50 each
NSCC will deduct its monthly fee on the 15th of each month from RSMC's
cash settlement that day. These charges will be included on the next ▇▇▇▇
as out-of-pocket expenses.
D-1
SYSTEM ACCESS CHARGES (PER TRUST)
Transaction fees based on each month's total:
NUMBER OF TRANSACTIONS FEE PER TRANSACTION
---------------------- -------------------
1- 400 $.75
401- 800 $.60
801- 1,200 $.50
1,201- 1,500 $.45
1,501- 2,000 $.40
over 2,000 $.35
PLUS: out-of-pocket expenses for settlements, wire charges, NSCC pickup
charges, hardware, CRT's modems, lines (if required), etc.
MINIMUM MONTHLY FEE:
▇▇▇▇▇▇ Square International Equity Fund $1,000 per month
Each New Series $1,000 per month
ADDITIONAL EXPENSES (PAID BY SHAREHOLDER):
Direct ▇▇▇/▇▇▇▇▇ processing $10.00 per account per annum
$ 5.00 new account set-up fee
$ 2.50 per distribution
$10.00 per transfer out
Account transcripts most recent seven years$35.00
Account transcripts beyond seven years $50.00
Checkwriting charges
Stop payments $ 7.50 per stop
Non-sufficient funds $12.50 per return
Check copy $ 2.00 per copy
PAYMENT
The above will be billed within the first five (5) business days of each
month and will be paid by wire within five (5) business days of receipt.
D-2
