EXHIBIT (9)(d)
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of June 7, 1989, between Xxxxx Xxxxx Growth Fund,
Inc. (the "Fund"), having its principal office and place of business at 00
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and BOSTON SAFE DEPOSIT AND TRUST
COMPANY (the "Transfer Agent"), a Massachusetts corporation with principal
offices at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Organization" shall mean the Articles of
Organization of the Fund as the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include the President,
any Vice President, the Secretary and Treasurer of the Fund, the persons listed
in Appendix A hereto, and any other person, whether or not such person is an
Officer or employee 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;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Custodian" 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
(pursuant to the Custodian Agreement between the Fund and Investors Bank & Trust
Company);
(e) "Directors" or "Board of Directors" refers to the duly elected
Directors of the Fund;
(f) "Portfolio" refers to the Depositors Fund or any such other
separate and distinct Portfolio as may from time to time be established and
designated by the Fund in accordance with the provisions of the Articles of
Organization.
(g) "Officer" shall mean the President, any Vice President,
Secretary and Treasurer;
(h) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the Fund's 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;
(j) "Shares" refers to the Shares of Common Stock of the Fund;
(k) "Shareholder" means a record owner of Shares;
(l) "Written Instructions" shall mean written communication signed
by an Authorized Person and actually received by the Transfer Agent; and
(m) The "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 Transfer Agent. The Fund hereby appoints
and constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Fund, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth. If the Board
of Directors, pursuant to the Articles of Incorporation, hereafter establishes
and designates a new Portfolio, the Transfer Agent agrees that it will act as
transfer agent and shareholder servicing agent for such new Portfolio in
accordance with the terms set forth herein. The Directors shall cause a written
notice to be sent to the Transfer Agent to the effect that it has established a
new Portfolio and that it appoints the Transfer Agent as transfer agent and
shareholder servicing agent for the new Portfolio. Such written notice must be
recieved by the Transfer Agent in a reasonable period of time prior to the
commencement of operations of the new Portfolio to allow the Transfer Agent, in
the ordinary course of its business, to prepare to perform its duties for such
new Portfolio.
3. Compensation
(a) The 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.
Schedule A does not include out-of-pocket disbursements of the Transfer Agent
for which the Transfer Agent shall be entitled to xxxx the Fund separately.
The Transfer 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.
Out-of-pocket disbursements shall mean the items specified in the
written schedule of out-of-pocket charges annexed hereto as Schedule B and
incorporated herein. Reimbursement by the Fund for such out-of-pocket
disbursements incurred by the Transfer Agent in any month shall be made as soon
as practicable after the receipt of an itemized xxxx from the Transfer Agent.
Reimbursement by the Fund for expenses other than those specified in Schedule B
shall be upon mutual agreement of the parties as provided in Schedule B.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A of this Agreement a revised Fee Schedule,
dated and signed by an Officer of each party hereto.
4. Documents. In connection with the appointment of the Transfer
Agent, the Fund shall upon request, 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.
(a) A certified copy of the Articles of Organization of the Fund, as
amended;
(b) A copy of the resolution of the Directors authorizing the
execution and delivery of this Agreement;
(c) If applicable, a specimen of the certificate for Shares of the
Fund in the form approved by the Directors, with a certificate of an Officer of
the Fund as to such approval;
d) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund;
(e) A signature card bearing the signatures of any Officer of the
Fund or other Authorized Person who will sign Written Instructions.
5. Further Documentation. The Fund will also furnish from time to
time the following documents:
(a) Certified copies of each vote of the Directors designating
Authorized Persons;
(b) The current Prospectus and Statement of Additional Information
of the Fund.
(c) Certificates as to any change in any Officer or Director of the
Fund.
6. Representations of the Fund. The Fund represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable by the Fund. When Shares are hereafter issued in accordance with
the terms of the Fund's Articles of Organization and its Prospectus, such Shares
shall be validly issued, fully paid and non-assessable by the Fund.
In the event that the Board of Directors 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
thereof, upon which the Transfer Agent shall be entitled to rely for all
purposes, certifying (i) the number of Shares involved and (ii) that all
appropriate action has been taken.
7. Duties of the Transfer Agent. The Transfer 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 C and
incorporated herein.
8. Recordkeeping and Other Information. The Transfer 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, as amended, 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 which are set forth in Schedule C
and Exhibit 1 to Schedule C attached hereto. All records and other data
established and maintained by the Transfer Agent pursuant to this Agreement
shall be the property of the Fund, shall be available for inspection and use by
the Fund and shall be surrendered promptly upon request. 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, as the same may be amended
from time to time. Disposition of such records after such prescribed periods
shall be as mutually agreed upon from time to time by the Fund and the Transfer
Agent.
9. Audit, Inspection and Visitation. The Transfer Agent 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,
the Transfer Agent 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, to inspect its operating capabilities or for any other reason.
10. Confidentiality of Records. The Transfer Agent agrees to treat
all records and other information relative to the Fund and its prior, present or
potential Shareholders in confidence except that, after prior notification to
and approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Transfer Agent may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
11. Reliance by the Transfer Agent; Instructions
(a) The Transfer Agent will be protected in acting upon Written or
Oral Instructions which it may reasonably have 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 or 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.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Fund for Written Instructions and may, after obtaining prior oral
or written approval by an Authorized Person, 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. 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.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received therefor; (ii) the
propriety of the amount per share to be paid on any redemption; (iii) the
legality of the declaration of any dividend by the Directors, or the legality of
the issuance of any Shares in payment of any dividend; or (iv) the legality of
any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by reason or circumstances beyond its control,
including acts of civil or military authority, national emergencies, fire,
mechanical breakdown beyond its control, flood, acts of God, insurrection, war,
riots, and loss of communication or power supply.
13. Duty of Care and Indemnification. The Fund will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the bad faith or negligence of the Transfer Agent, and arising out of, or in
connection with, its duties on behalf of the Fund hereunder. In addition, the
Fund will indemnify the Transfer Agent against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand action or suit as a
result of: (i) any action taken in accordance with Written or Oral Instructions,
or any other instructions, or share certificates reasonably believed by the
Transfer Agent to be genuine and to be signed, countersigned or executed, or
orally communicated by an Authorized Person; (ii) any action taken in accordance
with written or oral advice reasonably believed by the Transfer Agent to have
been given by counsel for the Fund or its own counsel; or (iii) any action taken
as a result of any error or omission in any record which the Transfer Agent had
no reason to believe was inaccurate (including but not limited to magnetic
tapes, computer printouts, hard copies and microfilm copies) and was delivered,
or caused to be delivered, by the Fund to the Transfer Agent in connection with
this Agreement.
In any case in which the Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent shall notify the
Fund promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Fund. The Fund shall have the
option to defend the Transfer Agent against any claim which may be the subject
of this indemnification and, in the event that the Fund so elects, such defense
shall be conducted by counsel chosen by the Fund, and thereupon the Fund shall
take over complete defense of the claim and the Transfer Agent shall sustain no
further legal or other expenses in such situation for which it seeks
indemnification under this Section 13. The Transfer Agent will not confess any
claim or make any compromise in any case in which the Fund will be asked to
provide indemnification, except with the Fund's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
14. Terms and Termination. This Agreement 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,
however, 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 not be 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 Directors, certified by a Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents. Upon
such termination 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 and such other federal tax information
as the Transfer Agent may be required to maintain), 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.
If this Agreement is terminated, the Transfer Agent shall deliver
all records and data established or maintained under this Agreement without
compensation or other fees except that the Transfer Agent shall be entitled to
incidental out-of-pocket expenses as limited by and provided for in Schedule B
to this Agreement incurred in the delivery of such records and data.
15. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
16. Subcontracting. The Fund agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Agent shall not relieve the Transfer Agent of its responsibilities hereunder and
provided that the Transfer Agent has given 30 days prior written notice to an
Authorized Person.
17. Use of Transfer Agent's Name. 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
securities commission.
18. Use of the Fund's Name. The Transfer 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 commission.
19. Security. The Transfer Agent represents and warrants that, to
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 judgement are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
20. Insurance. The Transfer Agent shall notify the Fund should any
of its insurance coverage as set forth in Schedule D attached hereto be changed
for any reason. Such notification shall include the date of change and reason or
reasons therefor. The Transfer Agent shall notify the Fund of any 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, and at least within 30 days following
the end of each fiscal year of the Transfer Agent, of the total outstanding
claims made by the Transfer Agent under its insurance coverage.
21. Miscellaneous
(a) Any 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:
Xxxxx Xxxxx Growth Fund, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: H. Day Brigham, Jr., Esq.
To the Transfer Agent:
Boston Safe Deposit and Trust Company
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx Xxxx
(b) 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 be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
(e) The captions of this Agreement are included for convenience or
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
22. Liability of Directors, Officers and Shareholders. The execution
and delivery of this Agreement have been authorized by the Directors of the Fund
and signed by an authorized Officer of the Fund, acting as such, and neither
such authorization by such Directors 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 Directors or shareholders of the Fund,
but bind only the property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers thereunder duly authorized as of the day
and year first above written.
Xxxxx Xxxxx Growth Fund, Inc.
Attest: /s/ Xxxx X. Xxxxxxx, Xx. By: /s/ Xxxxx X. X'Xxxxxx
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
Attest: By: /s/ Xxxxx Xxxx
Appendix A
AUTHORIZED PERSONS
Xxxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. XxxXxxxxx
Xxxxxx X. Xxxxxxxx
Schedule A
SCHEDULE OF FEES
Transfer Agent Fees are computed and paid monthly based on month end net assets
and the following annual rates:
First $250,000,000 8 basis points
$250,000,001 - $500,000,000 7 basis points
$500,000,001 and over 6 basis points
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o postage and mailing
o forms
o outgoing wire charges
o telephone
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o if applicable, terminals, transmitting lines and
any expenses incurred in connection with such
terminals and lines
The Fund agrees that an estimate of the postage and mailing expenses of
the Transfer Agent will be paid on the day of or prior to a mailing if requested
reasonably in advance by the Transfer Agent. In addition, the Fund will
reimburse the Transfer Agent for other expenses incurred by the Transfer Agent
which the Fund and the Transfer Agent agree are not otherwise properly borne by
the Transfer Agent as part of its duties and obligations under the Agreement.
Schedule C
DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services)
1. Shareholder Information. The Transfer Agent shall maintain a
record of the number of Shares held by each holder of record which shall include
their addresses and taxpayer identification numbers and which shall indicate
whether such Shares are held in certificated or uncertificated form.
2. Shareholder Services. The Transfer Agent will investigate all
Shareholder inquiries relating to Shareholder accounts and will answer all
correspondence from Shareholders and others relating to its duties hereunder
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.
3. State Registration Reports. The Transfer Agent shall furnish the
Fund, on a state-by-state basis, sales reports, 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 Transfer Agent.
4. Share Certificates
(a) At the expenses of the Fund, the Transfer Agent shall maintain
an adequate supply of blank Share certificates to meet the Transfer Agent's
requirements therefor. Such Share certificates shall be properly signed by
facsimile. The Fund agrees that, notwithstanding the death, resignation, or
removal of any Officer of the Fund whose signature appears on such certificates,
the Transfer Agent may continue to countersign certificates which bear such
signatures until otherwise directed by the Fund.
(b) The Transfer Agent shall issue replacement Share certificates in
lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Directors or any Officer of the Fund, upon
receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with the Fund and
the Transfer Agent as obligees under the bond.
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to Shares held in open accounts or uncertificated forms,
i.e., no certificate being issued with respect thereto, the Transfer Agent shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. The Transfer Agent shall
further maintain separately for the Fund a stop transfer record on lost and/or
replaced certificates.
5. Mailing Communications to Shareholders; Proxy Materials. The
Transfer 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, and such other communications as the Fund may
authorize. In connection with meetings of Shareholders, the Transfer Agent will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
6. Sales of Shares
(a) Processing 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, or drawn or endorsed to the
Distributor of the Fund's Shares 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 and
price per Share, and the amount of money to be delivered to the Custodian of the
Fund for the sale of such Shares.
Upon receipt of an order to purchase shares from a broker or dealer
pursuant to procedures approved by the Fund, the Transfer Agent shall record the
number of Shares sold for the account of such broker or dealer, the trade date
and price per share, the amount of money to be delivered to the Custodian of the
Fund for the sale of such Shares, and shall confirm such order and amount to the
broker or dealer promptly in accordance with good industry practice.
(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the first paragraph of
section (a) above, 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.
(c) Confirmation. The Transfer Agent shall send to the
purchaser/Shareholder a confirmation of each purchase 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 as the Fund and the Transfer Agent may
agree from time to time.
(d) Suspension of Sales of Shares. The Transfer Agent shall not be
required to issue any Shares of the Fund 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 notification.
(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.
(f) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer Agent will:
(i) give prompt notice of such return to the Fund or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from time to time
deem appropriate.
7. Redemptions
(a) Requirements 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 Fund's Prospectus, or as
authorized by the Fund pursuant to Written Instructions, including, but not
limited to, all requests from Shareholders to redeem Shares, all determinations
of the number of Shares required to be redeemed to fund designated monthly
payments and automatic payments or any such distribution or withdrawal plan.
The Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the instructions to do so are valid and
genuine, in accordance with procedures set forth in the Fund's Prospectus. The
Transfer Agent shall incur no liability for the refusal, in good faith, to make
transfer or redemptions which the Transfer Agent, in its good judgment deems
improper or unauthorized based upon such procedures, or until it is reasonably
satisfied that there is no basis for any claim adverse to such transfer or
redemption.
The Transfer 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 Commonwealth of Massachusetts,
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 of the Fund which have
been purchased within 15 days of a redemption request, the Fund shall provide
the Transfer Agent with written Instructions (see Exhibit 2 hereto) concerning
the time within which such requests may be honored.
(b) Notice to Custodian. When Shares are redeemed, the Transfer
Agent shall, upon receipt of the instructions and documents in proper form,
deliver to the Custodian 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 of the Fund and Shares
attributed to individual accounts and, if applicable, any individual withdrawal
or distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the money 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 Fund's Prospectus; provided, however, that the
Transfer Agent shall pay the proceeds of any redemption of Shares purchased
within a period of time agreed upon in writing by the Transfer Agent and the
Fund only in accordance with procedures agreed to in writing by the Transfer
Agent and the Fund for determining that good funds have been collected for the
purchase of such Shares, such written procedures being attached to this Schedule
as Exhibit 2. The Fund shall indemnify the Transfer Agent for any payment of
redemption proceeds or refusal or make such payment if the payment or refusal to
pay is in accordance with said written procedures.
The Transfer 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's net asset value.
(d) The Transfer Agent shall send to the Shareholder a confirmation
of each redemption showing the amount (and price) of shares redeemed, the new
Share balance, and such other information as the Fund may request from time to
time.
8. Dividends
(a) Notice to Transfer Agent and Custodian. Upon the declaration of
each dividend and each capital gains distribution by the Board of Directors of
the Fund with respect to its Shares, the Fund shall furnish to the Transfer
Agent Written Instructions setting forth, with respect to 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 of such
class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, 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 payment date.
(b) Payment of Dividends by the Transfer Agent. The Transfer Agent
will, on the designated payment date, automatically reinvest all dividends in
additional Shares at net asset value (determined on the record date of such
dividend with respect to Shareholders who have elected such reinvestment), and
promptly mail to each Shareholder 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. All other dividends shall be paid in cash, or by
check, to Shareholders of their designees, for shareholders who have so elected.
(c) Insufficient 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.
(d) Information Returns. It is understood that the Transfer Agent
shall file in a timely manner such appropriate information returns concerning
the payment of dividends, return of capital, capital gains distributions and
special information returns for retirement plan accounts with the proper
Federal, state, local and other 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 Transfer Agent shall also mail copies of such information
returns to the appropriate Shareholders.
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent shall be as follows;
A. DAILY RECORDS
Maintain daily on disk, tape or other magnetic media the following
information with respect to each shareholder account as received:
o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e, male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax identification number, any TEFRA and
backup withholding)
o Other special coding for retirement plan accounts
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts (matters
relating to portfolio management, distribution of Shares and other
management policy questions will be referred to the Fund).
o Furnish a Statement of Additional Information to any Shareholder
who requests (in writing or by telephone) such statement from the
Transfer Agent.
o Examine and process Share purchase applications in accordance with
the Prospectus.
o Furnish Forms W-9 to all shareholders whose initial subscriptions
for Shares did not include certified taxpayer identification
numbers.
o Process additional payments into established Shareholder accounts
in accordance with the Prospectus.
o Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
o In accordance with procedures outlined in the Fund's Prospectus,
process and effect telephone exchanges among funds with similar
distribution plans.
o Maintain records of Letter of Intent escrow shares.
o Maintain records necessary to properly invoke the contingent
deferred sales charge.
o Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to
such purchase and process as agreed by the Transfer Agent and the
Fund in accordance with written procedures set forth in the Fund's
Prospectus.
o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Maintain and execute share purchases with respect to Rights of
Accumulation.
C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING
The Transfer Agent shall provide the Custodian on or before 9:30 A.M.
each day reports summarizing the previous day's transaction activity,
subtotaled by transaction type and trade date, and showing the balance
of the Fund's shares outstanding and other pertinent information. These
reports shall indicate all cash amounts to be paid or received by the
Fund for such purposes as settling sales and redemption of Fund Shares
or making distributions to Shareholders. Providing that the Transfer
Agent has reported the daily settlement amounts in a timely manner with
appropriate back-up documentation, the Fund will cause to be wired
monies due the Transfer Agent by the Fund on or before the close of
business that day. All monies due the Fund from the Transfer agent
shall be wired by the Transfer Agent on or before 2:00 P.M.
D. REPORTS PROVIDED TO THE FUND AND/OR THE CUSTODIAN
Furnish the following reports to the Fund:
o Daily financial totals
o Monthly form N-SAR information (sales/redemptions)
o Monthly report of outstanding Shares
o Monthly analysis of accounts by beneficial owner code
o Monthly analysis of accounts by share range
o Bi-monthly 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 the
state.
E. DIVIDEND AND REDEMPTION ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Fund.
o Compute; prepare and mail all necessary reports to Shareholders,
federal and/or state authorities as requested by the Fund.
o On the payable date of a distribution to shareholders, the Transfer
Agent shall deliver to the Custodian a complete dividend
reconciliation, including the record date shares, total amount
distributed, amount reinvested and cash due the Transfer Agent.
Payment of the cash by the Custodian upon receipt of the
reconciliation shall be contingent upon the Custodian's assent that
the figures in such reconciliation appear to be reasonable.
o The Transfer Agent shall deliver a final dividend reconciliation to
the Custodian no later than 30 days after the payable date which
will reflect any adjustments made subsequent to the payable date.
After the final dividend reconciliation is prepared, no further
adjustments shall be made to affect the total amount of the
distribution without the written approval of the Fund.
F. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be adaptable
to mechanical equipment of the Transfer Agent or its agents) and
supply daily reports when sufficient proxies have been received.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, if requested, furnish a certified list
of Shareholders in hard copy, microfilm or microfiche and
Inspectors of Election.
G. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (material must be adaptable to the mechanical
equipment of Transfer Agent or its agents).
o Produce and mail periodic statements as requested to Shareholders
and broker/dealers.
H. AS OF TRANSACTIONS
o The Transfer Agent shall make every effort to minimize the
occurrence of "as of" transactions. For those that do occur, the
Transfer Agent shall maintain records as to the reason for the
delay in processing. In the event the delayed processing is the
fault of the Transfer Agent, and the Fund sustains a loss, the Fund
shall be entitled to compensation from the Transfer Agent.
Exhibit 2
to
Schedule C
It is hereby agreed between the Fund and the Transfer Agent that Shares
purchased by personal check may be redeemed only after they are deemed to have
been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a Shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
CHECK-AGING SCHEDULE
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
---- ------- ----------------- -------
01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
00 XX Xxxxxxxx 0
00 XX Xxxxxxxx xx Xxxxxxxx 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
00 XX Xxxxx Xxxxxx 0
00 XX Xxxxx Xxxxxxxx 9
42 SD South Dakota 11
43 TN Tennessee 9
44 TX Texas 11
45 UT Utah 12
46 VT Vermont 7
47 VA Virginia 9
48 WA Washington 12
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York
54 54 APO, FPO California
55 55 Other U.S. Possessions
56 56 Foreign Addresses
SCHEDULE D
SCHEDULE OF INSURANCE COVERAGE
Boston Safe Deposit and Trust Company ("Boston Safe"), and its New York clearing
facility, Boston Safe Clearing Corporation, are named insureds under the
following insurance policies presently in force covering assets held in custody
at either company.
BANKERS BLANKET BOND
Basic Coverage: $22,500,000
Carrier: Continental Insurance Company #BND1619079, et al., policy
dated April 7, 1985 and effective until cancelled.
Deductible: $250,000
This coverage relates to any dishonest act of any employee of Boston
Safe and to any loss by burglary or mysterious unexplainable
disappearance of securities. The bond provides coverage for forgery
losses up to $2,500,000 and losses for Boston Safe's acceptance of
counterfeited securities in good faith up to $1,000,000.
Additional Coverage;
In addition, both companies are named insureds for $57,500,000 of
excess bond coverage through American Express, bringing the total
blanket bond coverage to $80,000,000
Also, through American Express, Boston Safe has $245,000,000 of Lost
Instrument Bond coverage in addition to the $80.0 million blanket bond
coverage.
ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY
Coverage: $5,000,000
Carrier: First State Insurance Company, policy dated November 14,
1988, and effective until November 14, 1989
Deductible: $250,000
Protection under the Errors and Omissions Policy for an account would
be in the area of any alleged negligent act, error, or omission
committed by Boston Safe in the course of its performance of its duties
as Custodian.
As a participant in the Depository Trust Company ("DTC"), Boston Safe is insured
under policies made available by DTC with respect to securities deposited.
