TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT dated as of this 5th day of October, 1998, between Investors
Research Fund, Inc. (the "Fund"), a corporation organized under the laws of the
State of Delaware, having its principal office and place of business at 0000
Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, and ND Resources, Inc.
(the "Transfer Agent"), a corporation organized under the laws of the State of
North Dakota with its principal place of business at 0 Xxxxx Xxxx, Xxxxx, Xxxxx
Xxxxxx 00000.
WITNESSETH:
That for and in consideration of the mutual covenants and 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) "Authorized Person" shall be deemed to include the President, the Vice
President, the Secretary, and the Treasurer of the Fund, the persons listed
in Appendix A hereto, and any other person, whether or not such person is
an officer of the Fund, duly authorized to give Oral Instructions or
Written Instructions on behalf of the Fund, as indicated in a certificate
furnished to the Transfer Agent, pursuant to Sections 4(f) and 5(b) hereof,
as may be received by the Transfer Agent from time to time.
(b) "Commission" shall have the meaning given it in the 1940 Act.
(c) "Custodian" refers to any custodian or 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 a custodian
pursuant to a Custodian Agreement.
(d) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, Partnership Agreement or similar organizational
document, as the case may be, of the Fund as the same may be amended from
time to time.
(e) "Officer" shall mean the President, Vice President, Secretary, and
Treasurer of the parties hereto.
(f) "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.
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(g) "Prospectus" shall mean the most recently dated Fund Prospectus and
Statement of Additional Information relating to the registration of the
Fund's Shares under the Securities Act of 1933 and the 1940 Act, as
amended.
(h) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case may be,
of the Fund, as may be issued from time to time, and if the Fund is a
closed-end or a series fund, as such terms are used in the 1940 Act, any
other classes or series of capital stock, share of beneficial interest, or
limited partnership interests that may be issued from time to time.
(i) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers to
partners of limited partnerships.
(j) "Directors" or "Board of Directors" shall mean the Board of Directors,
Board of Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.
(k) "Written Instructions" shall mean a written or electronic communication
actually received by the Transfer Agent from an Authorized Person, or from
a person reasonably believed by the Transfer Agent to be an Authorized
Person, by U.S. Mail, facsimile, or any other such system whereby the
receiver of such communication is able to verify through codes or otherwise
with a reasonable degree of certainty the authenticity of the sender of
such communications.
(1) "1940 Act" shall mean the Investment Company Act of 1940, and the Rules
and Regulations promulgated thereunder, all as amended from time to time.
(m) "Fund" shall mean the entity executing this Agreement, and if it is a
series fund, as such term is used in the 1940 Act, such term shall mean
each series of the Fund hereafter created, except that appropriate
documentation with respect to each series must be presented to the Transfer
Agent before this Agreement shall become effective with respect to each
such series.
2. APPOINTMENT OF THE TRANSFER AGENT.
The Fund hereby appoints and constitutes the Transfer Agent as
transfer agent, registrar and dividend disbursing agent for Shares of the
Fund and as shareholder servicing agent for the Fund and as plan agent
under the Fund's Dividend Reinvestment Plan. The Transfer Agent accepts
such appointments and agrees to perform the duties hereinafter set forth.
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. The
Transfer Agent will xxxx the Fund as soon as practicable after the end of
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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.
In addition, the Fund agrees to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by the Transfer Agent in
the performance of its duties hereunder. Out-of-pocket expenses shall
include, but shall not be limited to, the items specified in the written
schedule of out-of-pocket charges annexed hereto as Schedule C and
incorporated herein; which charges shall be those imposed by outside
providers. Unspecified out-of-pocket expenses shall be limited to those
out-of-pocket expenses reasonably incurred by the Transfer Agent in the
performance of its obligations hereunder. Reimbursement by the Fund for
expenses incurred by the Transfer Agent in any month shall be made as soon
as practicable but no later than thirty- (30) days after the receipt of an
itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from time to time
upon mutual agreement by both parties hereto by attaching to Schedule A of
this Agreement a revised Fee Schedule, dated and signed by an Officer of
each party hereto.
4. DOCUMENTS.
In connection with the appointment of the Transfer Agent, the Fund
shall, on or before the date this Agreement goes into effect, but in any
case, within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder, furnish the Transfer Agent with the
following documents:
(a) A certified copy of the Fund's Articles of Incorporation, as amended;
(b) A certified copy of the Fund's Bylaws, as amended;
(c) A copy of the resolution of the Directors authorizing the execution and
delivery of this Agreement;
(d) If applicable, specimens of certificates for Shares of the Fund in the
form mutually approved by the Directors and the Transfer Agent, with a
certificate of the Secretary of the Fund as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts, or to any plan, program, or service offered by the
Fund;
(f) A signature card bearing the signatures of any person authorized to
sign Written Instructions or is authorized to give Oral Instructions to the
Transfer Agent on behalf of the Fund;
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(g) A certified list of Shareholders of the Fund with the name, address,
and taxpayer identification number of each Shareholder, and the number of
Shares of the Fund held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any accounts against which
stop transfer orders have been placed, together with the reasons therefore,
and the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the validity of the
Shares and the status of such Shares under the Securities Act of 1933, as
amended.
5. FURTHER DOCUMENTATION.
The Fund will also furnish the Transfer Agent with copies of the
following documents promptly after the same become available:
(a) The Fund's Registration Statement and each subsequent amendment to the
Fund's Registration Statement that is filed with the Commission;
(b) A certified copy of each resolution of the Board of Directors, or other
authorization, designating Authorized Persons;
(c) Such other certificates, documents, or opinions as the Transfer Agent
deems to be appropriate or necessary for the proper performance of its
duties hereunder; and
(d) Each resolution of the Board of Directors authorizing the issuance of
Shares.
6. REPRESENTATIONS.
The Fund represents to the Transfer Agent that all outstanding Shares
are validly issued, fully paid and non-assessable. When Shares are
hereafter issued in accordance with the terms of the Fund's Articles of
Incorporation and its Prospectus, such Shares shall be validly issued,
fully paid and non-assessable. The Transfer Agent represents that it is and
will continue to be registered as a transfer agent under the Securities
Exchange Act of 1934.
7. DISTRIBUTIONS PAYABLE IN SHARES.
In the event that the 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 of the Fund,
upon which the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, (ii) that all appropriate
action has been taken, and (iii) that any amendment to the Articles of
Incorporation, which may be required, has been filed and is effective. Such
notice shall be accompanied by an opinion of counsel for the Fund relating
to the legal adequacy and effect of the transaction. This provision shall
not apply to Shares to be issued in the normal course of reinvestment of
any distributions or dividends in accordance with the Fund's Prospectus.
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8. 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 as plan agent
under the Fund's Dividend Reinvestment Plan; and for performing Shareholder
account and administrative agent functions in connection with the issuance,
transfer, and redemption or repurchase (including coordination with the
Custodian) of Shares in accordance with the terms of the Prospectus and
applicable law. The operating standards and procedures to be followed shall
be determined, from time to time, by agreement between the Transfer Agent
and the Fund, and shall be expressed in a written schedule of duties of the
Transfer Agent annexed hereto as Schedule B and incorporated herein. In
addition, the Fund shall deliver to the Transfer Agent all notices issued
by the Fund with respect to the Shares in accordance with, and pursuant to,
the Articles of Incorporation and By-laws of the Fund, or as required by
law, and shall perform such other specific duties as are set forth in the
Articles of Incorporation, including the giving of notice of any special or
annual meetings of shareholders, and any other notices required thereby.
9. RECORDKEEPING AND OTHER INFORMATION.
(a) The Transfer Agent shall create and maintain all necessary records, in
accordance with all applicable laws, rules and regulations, including
records required by Section 31(a) of the 1940 Act and those records
pertaining to the various functions performed by it hereunder, which are
set forth in Schedule B hereto. All records shall be available during
regular business hours for inspection and use by the Fund. Where
applicable, such records shall be maintained by the Transfer Agent for the
periods and in the places required by Rule 3la-2 under the 1940 Act.
(b) Upon reasonable notice by the Fund, the Transfer Agent shall make
available, during regular business hours, its facilities and premises,
employed in connection with the performance of its duties under this
Agreement, for reasonable visitation by the Fund, or any person retained by
the Fund, as may be necessary for the Fund to evaluate the quality of the
services performed by the Transfer Agent pursuant hereto.
(c) The Transfer Agent and the Fund agree that the records kept by the
Transfer Agent, in compliance with the federal securities and applicable
tax laws, remain the property of the Fund and, upon the termination of this
Agreement, the Transfer Agent shall, at the Fund's expense, provide such
records to the Fund, or such successor transfer agent as the Fund
designates in writing to the Transfer Agent.
(d) The Transfer Agent and the Fund agree that all books, records,
information, and data pertaining to the business of the other party, which
are exchanged or received in connection with this Agreement, shall remain
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confidential and shall not be voluntarily disclosed to any person, except
as may be required by law. In the case of any requests or demands for any
inspection of the Shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund and to secure instructions from an authorized
Officer of the Fund as to such inspection.
10. OTHER DUTIES.
In addition to the duties expressly set forth in Schedule B to this
Agreement, the Transfer Agent shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time to
time be agreed upon in writing between the Fund and the Transfer Agent. The
compensation for such other duties and functions shall be reflected in a
written amendment to Schedule A and the duties and functions shall be
reflected in an amendment to Schedule B, both dated and signed by
authorized persons of the parties hereto.
11. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent will be protected in acting upon Written or Oral
Instructions, as appropriate, believed to have been executed or orally
communicated by an Authorized Person, and will not be held to have any
notice of any change of authority of any person until receipt of a Written
Instruction thereof from the Fund. The Transfer Agent will also be
protected in processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the Officers of the Fund
and the proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized Person of
the Fund for Written Instructions, and may seek advice from legal counsel
for the Fund, or its own legal counsel, with respect to any matter arising
in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance
with such Written Instructions or in accordance with the opinion of counsel
for the Fund. 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 Fund agrees that all Oral Instructions shall
be followed within one business day by confirming Written Instructions, and
that the Fund's failure to so confirm shall not impair in any respect the
Transfer Agent's right to rely on Oral Instructions. The Transfer Agent
shall have no duty or obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act done by it upon the
request or direction of 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:
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i the legality of the issuance or sale of any Shares;
ii the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor, so long as redemption is in accordance
with provisions of the Prospectus;
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.
Neither the Transfer Agent nor the Fund will be liable or responsible
for delays or errors by reason of circumstances beyond its reasonable
control, including acts of civil or military authority, national
emergencies, fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots, or failure beyond its
control of transportation, communication, or power supply.
13. DUTY OF CARE AND INDEMNIFICATION.
The Fund and the Transfer Agent will indemnify each other against, and
hold the other party 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
willful misfeasance, bad faith or negligence of the other party, and
arising out of, or in connection with, the duties and responsibilities
described 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:
(a) 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;
(b) 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
(c) any action taken as a result of any error or omission in any record
(including, but not limited to, magnetic tapes, computer printouts,
hard copies, and microfilm copies) delivered, or caused to be
delivered, by the Fund to the Transfer Agent, in connection with this
Agreement.
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In any case in which the Fund or the Transfer Agent may be asked to
indemnify or hold the other party harmless, the requesting party will
provide the other party with all pertinent facts concerning the situation
in question and will use reasonable care to identify and provide notice of
any situation which presents, or appears likely to present, a claim for
indemnification. Each party shall have the option to defend the other party
against any claim which may be the subject of this indemnification, and in
the event that a party so elects, such defense shall be conducted by
counsel chosen by the party making such election; and such counsel shall be
satisfactory to the other party, and thereupon such electing party shall
take over complete defense of the claim, and the requesting party shall
sustain no further legal or other expenses in such situation for which it
seeks indemnification under this Section 13. Neither party will confess any
claim or make any compromise in any case in which the other party will be
asked to provide indemnification, except with the other party's prior
written consent. The obligations of the parties hereto under this Section
shall survive the termination of this Agreement.
14. CONSEQUENTIAL DAMAGES.
In no event and under no circumstances shall either party under this
Agreement be liable to the other party for indirect loss of profits, or
other consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.
15. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date first set forth above
(the "Effective Date") and shall continue in effect for three (3) years,
and then for successive annual periods thereafter, as the parties may
mutually agree; provided, that either party hereto may terminate this
Agreement by giving to the other party a notice in writing specifying the
date of such termination, which shall be not less than 60 days after the
date of receipt of such notice.
(b) In the event such notice is given by the Fund, it shall be accompanied
by a resolution of the Board of Directors of the Fund, certified by the
Secretary, electing to terminate this Agreement, and designating a
successor transfer agent or transfer agents. Upon such termination, and at
the expense of the Fund (unless termination is as a result of the bad faith
or negligence of the Transfer Agent), the Transfer Agent will deliver to
such successor a certified list of Shareholders of the Fund (with names,
addresses, and taxpayer identification numbers), an historical record of
the account of each Shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form
reasonably acceptable to the Fund, and will cooperate in the transfer of
such duties and responsibilities, including provisions for assistance from
the Transfer Agent's personnel in the establishment of books, records, and
other data by such successor or successors.
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16. CONFIDENTIALITY.
Both parties hereto agree that any non-public information obtained
hereunder, concerning the other party, is confidential and may not be
disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the
Commission or other governmental agency.
17. AMENDMENT.
This Agreement may not be amended or modified in any manner, except by
a written agreement executed by both parties.
18. SUBCONTRACTING.
Except as otherwise provided below, neither this Agreement nor any
rights or obligations hereunder, may be assigned by either party without
the express written consent of the other party. The Transfer Agent may
subcontract, in whole or in part, for the performance of its obligations
and duties hereunder, subject to the approval of the Fund, which approval
shall not be unreasonably withheld by the Fund, with any person or entity,
including, but not limited to, any affiliate or subsidiary; provided,
however, that (a) the Transfer Agent shall remain fully responsible to the
Fund for the acts and omissions of any agent or subcontractor as it is for
its own acts and omissions, and (b) to the extent that the Transfer Agent
subcontracts any functions or activities required to be performed by a
registered transfer agent, the subcontracting party shall be a duly
registered transfer agent with the appropriate regulatory agency as
required under Section 17A of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, as amended.
19. SECURITY.
The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent has
implemented, or will implement, with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause (including provision
for 24 hours-a-day restricted access) of the Fund's records and other data
and the Transfer Agent's records, data, equipment facilities, and other
property used in the performance of its obligations hereunder, are
adequate, and that it will make such changes therein, from time to time, as
in its judgment are required for the secure performance of its obligations
hereunder. The parties shall review such systems and procedures on a
periodic basis.
20. 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.
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To the Fund:
Investors Research Fund, Inc.
Attn: Xxxx X. Xxxxxxxxx, President
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
To the Transfer Agent:
ND Resources, Inc.
Attn: Xxxx X. Xxxxxxxx, Shareholder Services Manager
0 Xxxxx Xxxx
Xxxxx, XX 00000
(b) Successors. 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 other party.
(c) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but
such counterparts shall, together, constitute only one instrument.
(d) Captions. The captions of this Agreement are included for convenience
of reference only, and in no way define or delimit any of the
provisions hereof, or otherwise affect their construction or effect.
(e) Use of Transfer Agent's Name. The Fund shall not use the name of the
Transfer Agent in any Prospectus, Statement of Additional Information,
Shareholders' report, sales literature, or other material relating to
the Fund for other than internal use, in a manner not approved prior
thereto; provided, that the Transfer Agent shall approve all
reasonable uses of its name which merely refer in accurate terms to
its appointment hereunder or which are required by the Commission or a
state securities administrator.
(f) 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 administrator.
(g) Independent Contractors. The parties agree that they are independent
contractors and not partners or co-venturers.
(h) Entire Agreement; Severability. This Agreement, and the Schedules
attached hereto, constitute the entire agreement of the parties
hereto, relating to the matters covered hereby, and supersede any
previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions
shall not be affected or impaired thereby.
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21. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective corporate officers thereunder duly authorized as of the day
and year first above written.
INVESTORS RESEARCH FUND, INC.
By: Xxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Signature
Title: President
--------------------------------
Date:
Agreed and Accepted by:
ND RESOURCES, INC.
By: Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Signature
Title: President
--------------------------------
Date:
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APPENDIX A
We, Xxxx X. Xxxxxxxxx, President, and Xxxxxxx X. Xxxxxxxx, Secretary, of
Investors Research Fund, Inc. (the "Fund"), a corporation organized under the
laws of the State of Delaware, do hereby certify that the following individuals
have been duty authorized as Authorized Persons to give Oral Instructions and
Written Instructions on behalf of the Fund, and the signatures set forth
opposite their respective names are their true and correct signatures:
Name(s): Signature(s):
Name of Authorized Person
Names of Authorized Person
Xxxx X. Xxxxxxxxx
President
Xxxxxxx X. Marshal
Secretary
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SCHEDULE A
FEE SCHEDULE
TRANSFER AGENT CHARGES
ND RESOURCES, INC.
Transfer Agency Fee Schedule
(Per portfolio)
PER MONTH MINIMUM(1) $2,125.00 per month
EQUITY FUNDS $16.25 per account(2) per year on first
15,000 Accounts; and $15.25 per account, per year thereafter
FIXED INCOME FUNDS $17.25 per account, per year
XXXXX FORMATTING (for filings which are
not included under Section F of Exhibit
1 to Schedule B):
Word processing conversion to XXXXX $10.00 per page
Desk top Publishing
(Quark Xpress/Pagemaker)
Conversion to XXXXX $25.00 per page
Rush Charge(3) $10.00 per page
TOTAL PAGES
PER FILING SETUP FEE
---------- ---------
1-50 $200.00
51-100 300.00
101-150 400.00
151-200 500.00
101-250 600.00
251-300 700.00
301-350 800.00
351-400 900.00
400+ 950.00
SPECIAL SERVICES $75.00 per hour
OUT-OF-POCKET EXPENSES Passed through to Fund at cost
----------
(1) The Fund will pay a monthly minimum charge of $2,125 until such time as the
account-based charges exceed the monthly minimum. At that point, the
account-based charges will supersede the $2,125 monthly minimum.
(2) Per-account charges are calculated on open accounts. Open accounts include
any account with a current share balance and/or beginning-of-year balance.
(3) Rush charges will be applied to all XXXXX formatting which is not received
by the Transfer Agent at least 2 business days prior to filing date.
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SCHEDULE B
DUTIES OF THE TRANSFER AGENT (See
Exhibit I 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 his address and taxpayer
identification number 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 and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Fund. The Transfer Agent shall keep records of
Shareholder correspondence and replies thereto and of the lapse of time
between the receipt of such correspondence and the mailing of such replies.
3. STATE REGISTRATION REPORTS.
The Transfer Agent shall furnish, on a state-by-state basis, sales
reports and such periodic and special reports as the Fund may reasonably
request, and such other information, including Shareholder lists and
statistical information concerning accounts, as may be agreed upon from
time to time between the Fund and the Transfer Agent.
4. 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.
5. 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 for the purchase of
Shares, the Transfer Agent shall forthwith process the check for
collection, and shall record the number of Shares sold, the trade date, the
price per Share, and the amount of money to be delivered to the Custodian
of the Fund for the sale of such Shares.
(b) Issuance of Shares. Upon receipt of notification that the Custodian has
received the amount of money specified in the immediately preceding
paragraph, the Transfer Agent shall issue to and hold in the account of the
purchaser/Shareholder, or if no account is specified therein, in a new
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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) Statements. On a quarterly basis, the Transfer Agent shall send to the
purchaser/Shareholder a statement of account which will show the new Share
balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form of statement as the Fund and the
Transfer Agent may agree from time to time.
(d) Suspension of Sale of Shares. The Transfer Agent shall not be required
to issue any Shares where it has received a Written Instruction from the
Fund or written notice from any appropriate federal or state authority that
the sale of the Shares of the Fund has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such Written Instructions
or written 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:
(1) give prompt notice of such return to the Fund or its designee;
(2) place a stop transfer order against all Shares issued as a result
of such check or order; and
(3) take such actions as the Transfer Agent may from time to time
deem appropriate.
6. 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 Prospectus and all
determinations of the number of Shares required to be redeemed to fund
designated monthly payments, automatic payments, or any other such
distribution or withdrawal plan.
The Transfer Agent will transfer or redeem Shares upon receipt of Written
Instructions and Share certificates, if any, properly endorsed for transfer
or redemption, accompanied by such documents as the Transfer Agent
reasonably may deem necessary to evidence the authority of the person
making such transfer or redemption, and bearing satisfactory evidence of
the payment of stock transfer taxes, if any.
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Except to the extent inconsistent with the procedures set forth in the
Prospectus, the Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the endorsement on the
instructions is valid and genuine, and for that purpose it will require a
guarantee of signature by a member firm of a national securities exchange,
by any national bank or trust company, or by any member bank of the Federal
Reserve system. The Transfer Agent also reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the requested transfer
or redemption is legally authorized, and it shall incur no liability for
the refusal, in good faith, to make transfers or redemptions which the
Transfer Agent, in its good judgment, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to any claims
adverse to such transfer or redemption.
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 State of North Dakota,
which in the opinion of legal counsel for the Fund or of its own legal
counsel protect it in not requiring certain documents in connection with
the transfer or redemption of Shares. The Fund may authorize the Transfer
Agent to waive the signature guarantee in certain cases by Written
Instructions.
For the purpose of the redemption of Shares which have been purchased
within 30 days of a redemption request, the Transfer Agent may refuse to
redeem such Shares until the Transfer Agent has received fed funds for the
purchase of such Shares.
(b) Notice to Custodian and Fund. When Shares are redeemed, the Transfer
Agent shall, upon receipt of the instructions and documents in proper form,
deliver to the Custodian and the Fund a notification setting forth the
dollar amount to be redeemed. Such redemptions shall be reflected on
appropriate accounts maintained by the Transfer Agent reflecting
outstanding Shares and Shares attributed to individual accounts and, if
applicable, any individual withdrawal or distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon receipt
of the moneys paid to it by the Custodian for the redemption of Shares, pay
to the Shareholder, or his authorized agent or legal representative, such
moneys as are received from the Custodian, all in accordance with the
redemption procedures described in the Prospectus; provided, however, that
the Transfer Agent shall pay the proceeds of any redemption of Shares
purchased within 30 days of a redemption request to the Transfer Agent,
upon a determination that good funds have been collected for the purchase
of such Shares. The Fund shall indemnify the Transfer Agent for any payment
of redemption proceeds or refusal to make such payment if the payment or
refusal to' pay is in accordance with this Section.
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 net asset
value.
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7. 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 Shares, the Fund shall furnish to the Transfer
Agent a copy of a resolution of its Board of Directors, certified by the
Secretary, setting forth, with respect to the Shares, the date of the
declaration of such dividend or distribution, the ex-dividend date, the
date of payment thereof, the record date as of which Shareholders entitled
to payment shall be determined, the amount payable per Share to the
Shareholders of record as of that date, the total amount payable to the
Transfer Agent on the payment date, and whether such dividend or
distribution is to be paid in Shares at net asset value.
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 such date) and mail to
each Shareholder, on a quarterly basis, at his address of record, or such
other address as the Shareholder may have designated, a statement showing
the number of full and fractional Shares (rounded to three decimal places)
then currently owned by the Shareholder, and the net asset value of the
Shares so credited to the Shareholder's account; provided, however, that if
the Transfer Agent has on file a direction by the Shareholder to pay income
dividends or capital gains dividends, or both, in cash, such dividends
shall be paid in accordance with such instructions; and provided further,
that in the event of the return of two consecutive dividend checks as
undeliverable, Transfer Agent shall consider the account to be abandoned
property, and shall initiate measures to locate lost shareholder(s), in
accordance with Rules 17Ad- 1 7 and 17a-24 under the Securities Exchange
Act of 1934.
(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 such appropriate information returns concerning the payment of
dividends, return of capital, and capital gain distributions with the
proper federal, state, and local authorities as are required by law to be
filed and shall be responsible for the withholding of taxes, if any, due on
such dividends or distributions to Shareholders when required to withhold
taxes under applicable law.
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8. SHARE CERTIFICATES.
(a) At the expense of the Fund, it shall supply the Transfer Agent or its
agent with an adequate supply of blank share certificates to meet the
Transfer Agent's or its 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 or its agent may continue to countersign certificates
which bear such signatures until otherwise directed by Written
Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly
executed affidavits and lost certificate bonds, in form satisfactory
to the Transfer Agent or its agent, with the Fund and the Transfer
Agent or its agent as obligee under the bond.
(c) The Transfer Agent or its 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 form, i.e., no certificate being issued with respect
thereof, including their names, addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer
record on lost and/or replaced certificates.
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Exhibit I to Schedule B
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
Maintain daily the following information, with respect to each Shareholder
account, as received:
* Name and Address
* State of residence code
* Taxpayer identification number
* Beneficial owner code (i.e., custodian, joint tenant, etc.)
* Balance of Shares held by Transfer Agent
* Number of Shares held in certificate form
* Dividend payment code
B. OTHER DAILY ACTIVITY
* Answer oral and written inquiries relating to Shareholder accounts
(Matters relating to portfolio management, distribution of Shares, and
other management policy questions will be forwarded to the Fund.).
* Open new accounts and maintain records of exchanges between accounts.
* Process dividends and disbursements into established Shareholder
accounts in accordance with Written Instructions from the Transfer
Agent.
* Examine and process Share purchase applications in accordance with the
Prospectus.
* Furnish Forms W-9 to all Shareholders whose initial subscriptions for
Shares did not include a taxpayer identification number.
* Process additional payments into established Shareholder accounts in
accordance with the Prospectus.
* Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
* Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to
such purchase and process as agreed by the Transfer Agent and the
Fund, in accordance with written procedures set forth in the Fund's
Prospectus.
* Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
* Issue and mail replacement checks.
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* Maintain a toll-free telephone number (at the Fund's expense) for use
by the Fund's Shareholders, with the provision for the recording of
such calls.
C. DIVIDEND ACTIVITY
* Calculate and process dividends and distributions, as instructed by
the Fund.
* Compute, prepare, and mail all necessary reports to Shareholders,
federal, and/or state authorities, as requested by the Fund.
D. REPORTS PROVIDED TO THE FUND
Provide monthly reports to the Fund, including:
* Fund financial statements (e.g., Balance Sheet and Income Statement)
* Blue sky reports
* Monthly Form N-SAR information (sales/redemptions)
* Monthly report of outstanding Shares
* Monthly analysis of accounts by beneficial owner code
* Monthly analysis of accounts by Share range
* Analysis of sales by state
E. MEETINGS OF SHAREHOLDERS
* Cause to be mailed, proxy, and related material, for all meetings of
Shareholders. Tabulate returned proxies (Proxies must be adaptable to
mechanical equipment of the Transfer Agent or its agents.) and supply
daily reports when sufficient proxies have been received. Costs
incurred in providing this service will be billed to the Fund as an
out-of-pocket expense of the Transfer Agent.
* Prepare and submit to the Fund an Affidavit of Mailing.
* At the time of the meeting, furnish a certified list of Shareholders.
F. PERIODIC ACTIVITIES
* Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (Material must be adaptable to mechanical
equipment of Transfer Agent or its agents.)
* XXXXX formatting and filing with the Commission of the Fund's
Semi-Annual Report, Annual Report, Form N-SAR, Form N I -A, and Proxy
Statement (once annually for each report listed above, except Form
N-SAR, which shall be formatted and filed twice annually).
* Maintain Fund/SERV and related networking levels.
* Provide ACH transaction capabilities.
* Commission determinations and processing.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to, the following items:
1. Abandoned Property Monitoring and Reporting
2. Conversion/deconversion charges
3. Courier services
4. Daily & Distribution advice mailings
5. Duplicating services
6. Federal Reserve charges for check clearance
7. Microfiche/microfilm production
8. NSCC charges levied by NSCC for those expenses incurred by the Fund
9. Postage (bulk, pre-sort, ZIP+4, bar-coding, first class) and postage
insurance
10. Printing costs, including certificates, envelopes, checks and
stationery
11. Outside services required for proxy solicitations, mailings and
tabulations
12. Record retention, retrieval and destruction costs, including, but not
limited to, exit fees charged by third party record keeping vendors
13. Shipping, Certified and Overnight mail, and insurance
14. Telephone and telecommunication costs, including all lease,
maintenance and line costs
15. Terminals, communications lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
16. Third party audit reviews, not ordered by the Transfer Agent
17. Wire charges
18. Year-end form production and mailings
19. Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this
Agreement.
The Fund will promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent, whenever such expenses are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
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