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EXHIBIT 8B
TRANSFER AGENCY AGREEMENT
This Agreement, dated as the 27th day of March, 1986, made by and
between NAVIGATOR TAX-FREE MONEY MARKET FUND, INC. (the "Fund"), a corporation
operating as an open-end investment company, duly organized and existing under
the laws of the State of Maryland, and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a
corporation duly organized and existing under the laws of the United States of
America:
WITNESSETH THAT:
WHEREAS, the Fund desires to appoint Fund/Plan as Transfer Agent of the
Fund as its Dividend Disbursing Agent; and
WHEREAS, the Fund also desires to appoint Fund/Plan as its Accounting
Services Agent to maintain and keep current the books, accounts, records
journals or other records of original entry relating to the business of the Fund
as set forth in Section 15 of this Agreement (the "Accounts and Records") and to
perform certain other functions in connection with such Accounts and Records;
and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context
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otherwise requires.
The Fund: The term Fund shall mean the Navigator Tax-Free Money Market
Fund, Inc.
Custodian: The term Custodian shall mean First Pennsylvania Bank n.a.
in its capacity as custodian with respect to the Fund under a separate Custodian
Agreement.
Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and investments
from time to time owned by the Fund.
Share Certificates: The term Share Certificates shall mean the stock
certificates for the Shares of the Fund.
Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares of the Fund in accordance with the stock
registry records of the Fund.
Share: The term Shares shall mean the issued and outstanding shares of
beneficial interest of the Fund.
Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Fund/Plan in person or by telephone, telegram, telecopy, or
other mechanical or documentary means lacking original signature, by a person or
persons authorized by a resolution of the Board of Directors of the Fund to give
Oral Instructions on behalf of the Fund.
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Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Fund/Plan in original writing containing original signatures
or a copy of such document transmitted by telecopy including transmission of
such signature, believed in good faith by Fund/Plan to be the signature of a
person authorized by a resolution of the Board of Directors of the Fund to given
Written Instructions on behalf of the Fund.
Section 2. The Fund hereby appoints Fund/Plan as its Transfer, Dividend
Disbursing, and Accounting Services Agent and Fund/Plan accepts such
appointments and agrees to act in such capacities upon the terms set forth in
this Agreement.
TRANSFER AGENCY
Section 3. The Fund shall furnish to Fund/Plan as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of Fund/Plan. Such blank Share Certificates shall
be signed manually or by facsimile signatures of officers of the Fund authorized
by law or by the by-laws of the Fund to sign Share Certificates and, if
required, shall bear the corporate seal or a facsimile thereof.
Section 4. Fund/Plan as Transfer Agent shall make original issues of
Shares in accordance with Section 26 and 27 below and with the Fund's Prospectus
and Statement of Additional
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Information upon the written request of the Fund and upon being furnished with
(i) a certified copy of a resolution or resolutions of the Board of Directors of
the Fund authorizing such issue; (ii) an opinion of counsel as to the validity
of such additional Shares; and (iii) necessary funds for the payment of any
original issue tax applicable to such additional Shares.
Section 5. Transfers of Shares shall be registered and new Share
Certificates issued by Fund/Plan upon surrender of outstanding Share
Certificates (i) in form deemed by Fund/Plan to be properly endorsed for
transfer, (ii) with all necessary endorsers' signatures guaranteed by a member
firm of a national securities exchange or a commercial bank, accompanied by
(iii) such assurances as Fund/Plan shall deem necessary or appropriate to
evidence the genuineness and effectiveness of each necessary endorsement, and
(iv) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes.
Section 6. When mail is used for delivery of Share Certificates,
Fund/Plan shall forward Share Certificates in "non-negotiable" form by
first-class mail, and Share Certificates in "negotiable" form by registered
mail, all mail deliveries to be covered while in transit to the addressee by
insurance arranged for by Fund/Plan.
Section 7. In registering transfers, Fund/Plan as Transfer Agent may
rely upon the Uniform Commercial Code or any
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other statutes which, in the opinion of counsel, protect Fund/Plan and the Fund
is not requiring complete documentation, in registering transfers without
inquiry into adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration where, in its judgment, an adverse claim
requires such refusal.
Section 8. Upon receiving indemnity satisfactory to Fund/Plan,
Fund/Plan as Transfer Agent may issue new Share Certificates in place of Share
Certificates represented to have been lost, destroyed, or stolen, and may issue
new Share Certificates in exchange for, and upon surrender of, mutilated Share
Certificates.
Section 9. In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share
Certificates shall die, resign, or be removed from office prior to the issuance
of such Share Certificates, Fund/Plan as Transfer Agent may issue or register
such Share Certificates as the Share Certificates of the Fund notwithstanding
such death, resignation, or removal; and the Fund shall file promptly with
Fund/Plan such approval, adoption, or ratification as may be required by law.
Section 10. Fund/Plan will maintain stock registry records in the usual
form in which it will note the issuance, transfer, and redemption of Shares and
the issuance and transfer of Share Certificates, and is also authorized to
maintain an account
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entitled Unissued Certificate Account in which it will record the Shares and
fractions issued and outstanding from time to time for which issuance of Share
Certificates is deferred. Except with respect to Share transactions processed
through the Transfer Agent, the Fund is responsible for providing Fund/Plan with
reports of Fund Share purchases, redemptions, and total Shares outstanding on
the next business day after each net asset valuation. Fund/Plan is authorized to
keep records, which will be part of the stock transfer records, in which it will
note the names and registered addresses of Shareholders, and the number of
Shares and fractions from time to time owned by them for which no Share
Certificates are outstanding. Each Shareholder will be assigned a single account
number. Whenever a Shareholder redeems Shares represented by Share Certificates,
Fund/Plan as Transfer Agent, upon receipt of the Share Certificates registered
in the name of the Shareholder (or if not so registered, in proper form for
transfer), shall cancel such Share Certificates, debit the Shareholder's
individual stock account and credit the Shares to the Unissued Share Certificate
Account.
Section 11. Fund/Plan will issue Share Certificates for Shares of the
Fund only upon receipt of a written request from a Shareholder. In all other
cases, the Fund authorizes the Fund/Plan to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case, Fund/Plan as Transfer Agent shall merely note on its stock
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registry records the issuance of the Shares and fractions (if any), shall credit
the Unissued Certificate Account with the Shares and fractions issued and shall
credit the proper number of Shares and fractions to the respective Shareholders.
Likewise, whenever Fund/Plan has occasion to surrender for redemption Shares and
fractions owned by Shareholders, it shall be unnecessary to issue Share
Certificates for redemption purposes. The Fund authorizes Fund/Plan in such
cases to process the transactions by appropriate entries in its stock transfer
records, and debiting of the Unissued Certificate Account and the record of
issued Shares outstanding.
Section 12. Fund/Plan as Transfer Agent will, in addition to the duties
and functions above mentioned, perform the usual duties and functions of a stock
Transfer Agent for a corporation. It will countersign for issuance or reissuance
Share Certificates representing original issue or reissue treasury Shares as
provided herein, and will transfer Share Certificates registered in the name of
Shareholders from one Shareholder to another in the usual manner. Fund/Plan may
rely conclusively and act without further investigation upon any list,
instruction, certificate, authorization, Share Certificate, or other instrument
or paper believed by it in good faith to be genuine and unaltered, and to have
been signed, countersigned, or executed by duly authorized person or persons, or
upon the instructions of any officer of the Fund, or upon the advice of
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counsel for the Fund or for Fund/Plan. Fund/Plan may record any transfer of
Share Certificates which is believed by it in good faith to have been duly
authorized or may refuse to record any transfer of Share Certificates if, in
good faith, Fund/Plan as Transfer Agent deems such refusal necessary in order to
avoid any liability either to the Fund or to Fund/Plan. The Fund agrees to
indemnify and hold Fund/Plan harmless from and against any and all losses,
costs, claims, and liability which it may suffer or incur by reason of so
relying or acting or refusing to act.
Section 13. In case of any request or demand for the inspection of the
share records of the Fund, Fund/Plan as Transfer Agent shall endeavor to notify
the Fund and to secure instructions as to permitting or refusing such
inspection. However, Fund/Plan may exhibit such records to any person in any
case where it is advised by its counsel that it may be held liable for failure
to do so.
ACCOUNTING SERVICES
Section 14. The Fund shall promptly turn over to Fund/Plan such of the
Accounts and Records previously maintained by or for it as are necessary for
Fund/Plan to perform its functions under this Agreement. The Fund authorizes
Fund/Plan to rely on such Accounts and Records turned over to it and hereby
indemnifies and holds Fund/Plan, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities, actions,
demands, and losses whatsoever arising out of or in
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connection with any error, omission, inaccuracy, or other deficiency of such
Accounts and Records or in the failure of the Fund to provide any portion of
such or to provide any information needed by Fund/Plan to knowledgeably perform
its functions.
The Fund agrees promptly to advise Fund/Plan in writing of any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records. Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to Fund/Plan, to the extent such matters are disclosed to
Fund/Plan or are discovered by it and are relevant to its performance of its
functions under this Agreement. The Fund shall provide Fund/Plan with such
assistance as it may reasonably request in connection with its efforts to
correct such matters. The Fund agrees to pay Fund/Plan on a current and ongoing
basis for its reasonable time and costs expended on the correction of such
matters, said payment to be in addition to the fees and charges agreed to for
the normal services rendered under this Agreement.
Fund/Plan expressly makes no warranty or representation that any error,
omission, or deficiency can be satisfactorily corrected. The Fund further agrees
that if Fund/Plan is subject to any claim, suit, or other expenses due, in
Fund/Plan's sole reasonable judgment, to any inaccuracy, omission, discrepancy,
or other deficiency of the Accounts and Records delivered to
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Fund/Plan hereunder, or due to any failure to provide any records or material
required hereunder, the Fund shall pay Fund/Plan on a monthly basis for all
costs in connection therewith and indemnify and hold Fund/Plan harmless from and
against all costs in connection therewith, including all attorneys' fees and
costs; provided, however, that if such error, omission, inaccuracy, or other
deficiency is caused directly or indirectly by gross negligence or reckless
disregard by Fund/Plan of its duties and responsibilities hereunder, the Fund
shall have no obligation to indemnify and hold harmless Fund/Plan, its
successors, or assigns.
Section 15. To the extent it and the Custodian possess the necessary
information by reason of the performance of their custodial, transfer agency and
dividend disbursing services under this Agreement and the Custodian Agreement
relating to the Fund and to the extent it receives other necessary information
by Written or Oral Instructions, Fund/Plan shall maintain and keep current the
following Accounts and Records relating to the business of the Fund in such form
as may be mutually agreed to between the Fund and Fund/Plan:
(a) Cash Receipt Journal
(b) Cash Disbursements Journal
(c) Dividends Paid Record
(d) Purchase and Sales Journals - Portfolio
Securities
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(e) Subscription and Redemption Journals
(f) Security Ledgers
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and
collateral therefor
(l) Daily Trial Balance
(m) Investment Income Journal
Unless necessary information to perform the above functions (which is
not otherwise in the possession of the Transfer Agent or Custodian) is furnished
by Written or Oral Instructions to Fund/Plan daily prior to (i) the close of
business on the next day on which money market instruments are generally traded
(a "Business Day") and (ii) the calculation of the Funds' net asset value, as
provided below, Fund/Plan shall incur no liability, and the Fund shall indemnify
and hold harmless Fund/Plan from and against any liability arising from any
failure to provide complete information or from any discrepancy between the
information received by Fund/Plan and used in such calculations and any
subsequent information received by Fund/Plan.
Section 16. Fund/Plan shall make the proper accounting entries in
accordance with the information available to it in
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accordance with Section 15 hereof, and shall notify the Custodian of all cash
and Securities. The Fund shall direct that the broker-dealer or other person
through whom a transaction occurred send a confirmation to the Fund/Plan.
Fund/Plan shall verify this confirmation against the Written Instructions when
received from the Fund and forward the confirmation to the Custodian. Fund/Plan
shall promptly notify the Fund of any discrepancy between the confirmation and
the Fund's Written Instructions, but shall incur no responsibility or liability
for such discrepancy. The Fund shall cause any necessary corrections to be made
and shall advise Fund/Plan accordingly.
Section 17. On each Business Day, Fund/Plan shall calculate the net
asset value of the Fund in accordance with the Fund's prospectus and Statement
of Additional Information, and shall communicate this information to the Fund's
Administrator.
Fund/Plan shall calculate the daily dividend ratio of the Fund in
accordance with the Fund's prospectus and Statement of Additional Information
and resolutions of the Fund's Board of Directors and shall communicate this
information to the Administrator. Fund/Plan shall also prepare and maintain, at
such intervals not more frequent than daily specified by the Fund, an evaluation
of Securities for which market quotations are available through Quotron
Financial Information Services or other mechanical pricing services used by
Fund/Plan; all other Securities shall be evaluated in accordance with the Fund's
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Written Instructions, and Fund/Plan shall have no responsibility or liability
for the accuracy of the prices quoted by Quotron or by the information supplied
by the Fund or upon the Written Instructions.
The Fund assumes all responsibility for computation of "amortized
cost", valuation of restricted securities, and all valuations not ascertainable
solely by mechanical procedures.
Section 18. For all purposes under this Agreement, Fund/Plan is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives from the Fund or its agents on behalf of the Fund. In cases where
the first Instruction is an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where Fund/Plan receives an Instruction from the /fund, whether Written
or Oral, to enter a portfolio transaction on the records, the Fund shall cause
the broker-dealer to send a written confirmation to Fund/Plan. Fund/Plan shall
be entitled to rely on the first Instruction received and, for any act or
omission undertaken in compliance therewith, shall be free of liability and
fully indemnified and held harmless by the Fund; provided, however, that in the
event a Written or Oral Instruction received by Fund/Plan is countermanded by a
timely later Written or Oral Instruction received by Fund/Plan prior to acting
upon such countermanded
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Instruction, Fund/Plan shall act upon such later Written or Oral Instruction.
The sole obligation of Fund/Plan with respect to any follow-up or confirmatory
Written Instruction, Oral Instruction in documentary or written form, or
broker-dealer written confirmation shall be to make reasonable efforts to detect
any discrepancy between the original Instruction and such confirmation and to
report such discrepancy to the Fund. The Fund shall be responsible, at the
Fund's expense, for taking any action, including any reprocessing, necessary to
correct any discrepancy or error and, to the extent such action requires
Fund/Plan to act, the Fund shall give Fund/Plan specific Written Instruction as
to the action required.
Section 19. At the end of each month, the Fund shall cause the
Custodian to forward to Fund/Plan a monthly statement of cash and portfolio
transactions, which will be reconciled with Fund/Plan's Accounts and Records
maintained for the Fund. Fund/Plan will report any discrepancies to the
Custodian, and report any unreconciled items to the Fund.
Section 20. Fund/Plan shall promptly supply daily and periodic reports
of the Fund as requested by the Fund and agreed upon by Fund/Plan.
Section 21. The Fund shall and shall require each of its agents to
provide Fund/Plan as of the close of each business day, or on such other
schedule as the Fund determines is necessary, with Written or Oral Instructions
(to be delivered to Fund/Plan
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by 10:00 a.m. the next following Business Day) containing all data and
information necessary for Fund/Plan to maintain the Fund's Accounts and Records,
and Fund/Plan may conclusively assume that the information it receives by
Written or Oral Instructions is complete and accurate. Except with respect to
Share transactions processed through the Transfer Agent, the Fund is responsible
to provide or cause to be provided to Fund/Plan reports of Share purchases,
redemptions, and total shares outstanding on the next business day after each
net asset valuation.
Section 22. The Accounts and Records, in the agreed upon format,
maintained by Fund/Plan shall be the property of the Fund, and shall be made
available to the Fund promptly upon request and shall be maintained for the
periods prescribed in Rule 31(a)-2 of the Investment Company Act of 1940, as
amended. Fund/Plan shall assist the Fund's independent auditors or, upon
approval of the Fund or upon demand, any regulatory body, in any requested
review of the Fund's Accounts and Records but shall be reimbursed for all
expenses and employee time invested in any such review of the Fund's Accounts
and Records outside of routine and normal periodic reviews. Upon receipt from
the Fund of any necessary information not in its possession, Fund/Plan shall
supply the necessary data for the Fund's or its accountant's completion of any
necessary tax returns, questionnaires, periodic reports to shareholders and such
other reports and information
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requests as the Fund and Fund/Plan shall agree upon from time to time.
Section 23. Fund/Plan and the Fund may from time to time adopt such
procedures as they agree upon in writing, and Fund/Plan may conclusively assume
that any procedure approved by the Fund or directed by the Fund, does not
conflict with or violate any requirements of the Fund's Prospectus, Statement of
Additional Information, Deed of Fund, or any rule or regulation of any
regulatory body or governmental agency. The Fund shall be responsible for
notifying Fund/Plan of any changes in regulations or rules which might
necessitate changes in Fund/Plan's procedures, and for working out with
Fund/Plan such changes.
Section 24. Fund/Plan, in performing under the terms and conditions of
this Agreement, shall incur no liability for its status hereunder or for any
actions taken or omitted in good faith reliance upon any authorized Written or
Oral Instruction, any certified copy of any resolution of the Board of Directors
of the Fund, or any other document reasonably believed by Fund/Plan to be
genuine and to have been executed or signed by the proper person or persons, and
the Fund hereby agrees to indemnify and hold Fund/Plan harmless from any and all
loss, liability, and expense, including any legal expenses, arising out of
Fund/Plan's performance, or status, or any act or omission of Fund/Plan, under
this Agreement.
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Section 25. All financial data provided to, processed by, and reported
by Fund/Plan under this Agreement shall be stated in United States dollars or
currency. Fund/Plan shall have no obligation to convert to, equate, or deal in
foreign currencies or values, and expressly assumes no liability for any
currency conversion or equation computations relating to the affairs of the
Fund.
ISSUANCE OF SHARES
Section 26. Prior to the daily determination of net asset value and in
accordance with the Fund's Prospectus and Statement of Additional Information,
Fund/Plan shall process all purchase orders received since the last
determination of the net asset value of the Fund. (For purposes of this
Agreement, the date of a purchase order is received shall be determined in
accordance with the Fund's Prospectus as in effect from time to time.)
Fund/Plan shall calculate daily the amount available for investment in
Shares of the Fund at the net asset value determined by the Fund as of the time
stated in the Fund's Prospectus and Statement of Additional Information, the
number of Shares and fractional Shares of the Fund to be purchased, and the net
asset value to be deposited with the Custodian. Fund/Plan, as Agent for the
Shareholders, shall place a purchase order daily with the Fund for the proper
number of Shares and fractional Shares of the Fund to be purchased and confirm
such number to the Fund in writing.
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Section 27. Having made the calculations provided for in Section 25,
Fund/Plan shall thereupon pay over the net asset value of shares purchased to
the Custodian. The net asset value shall then be deposited in the account
maintained under the Custodian Agreements. The proper number of Shares and
fractional Shares of the Fund shall then be issued daily and credited by
Fund/Plan to the Unissued Certificate Account. The Shares and fractional Shares
of the Fund purchased for each Shareholder will be credited by Fund/Plan to his
separate account. Fund/Plan shall mail to each Shareholder a confirmation of
each purchase, with copies to the Fund if requested. Such confirmation will show
the prior Share balance, the new Share balance, the Shares for which Share
Certificates are outstanding (if any), the amount invested, and the price paid
for the newly purchased Shares.
REDEMPTIONS
Section 28. Prior to the daily determination of net asset value and in
accordance with the Fund's Prospectus and Statement of Additional Information,
Fund/Plan shall process all requests from Shareholders to redeem Shares of the
Fund and determine the number of Shares of the Fund required to be redeemed to
make monthly payments, automatic payments, or the like. thereupon, Fund/Plan
shall advise the Fund of the total number of Shares of the Fund available for
redemption and the number of Shares and fractional Shares of the fund requested
to be redeemed. The Fund shall then quote to Fund/Plan the applicable net asset
value,
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whereupon Fund/Plan shall furnish the Fund with an appropriate confirmation of
the redemption and process the redemption by filing with the Custodian an
appropriate statement and making the proper distribution and application of the
redemption proceeds in accordance with the Fund's Prospectus and Statement of
Additional Information. The stock registry books recording outstanding Shares,
the Unissued Certificate Account, and the individual account of the Shareholder
shall be properly debited.
Section 29. The proceeds of redemption shall be remitted by Fund/Plan
in accordance with the Fund's Prospectus and Statement of Additional
Information, and in accordance with the particular shareholder's Account
Registration Form filed with the Transfer Agent. If Share Certificates have been
issued for Shares being redeemed, then such Share Certificates and a stock power
with a signature guarantee of a commercial Fund/Plan, or of a member firm of a
national securities exchange, shall accompany the redemption request. If Share
Certificates have not been issued to the redeeming Shareholder, the signature of
the Shareholder on the redemption request must be similarly guaranteed. The Fund
may authorize Fund/Plan to waive the signature guarantee in certain cases by
Written Instructions and hereby authorizes Fund/Plan to waive the signature
guarantee with respect to all redemptions by telephone and check described in
the Fund's Prospectus and Statement of Additional Information.
For the purposes of redemption of Shares which have been
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purchased within 15 days of a redemption request, the Fund shall provide
Fund/Plan, from time to time, with Written Instructions concerning the time
within which such requests may be honored.
DIVIDENDS
Section 30. Upon the declaration of each dividend and each capital
gains distribution by the Board of Directors of the Fund, the Fund shall notify
Fund/Plan of the date of such declaration, the amount payable per Share, the
record date of such declaration, the amount payable per Share, the record date
for determining the Shareholders entitled to payment, the payment, and the
reinvestment date price.
Section 31. On or before each payment date the Fund will transfer or
cause the Custodian to transfer to Fund/Plan, in its capacity as Dividend
Disbursing Agent, the total amount of the dividend or distribution currently
payable. On the designated payment date, Fund/Plan will automatically reinvest
all dividends in additional Shares of the Fund except in cases where
Shareholders have elected to receive Shares in cash, in which case Fund/Plan
will mail distribution checks to the Shareholders for the proper amounts payable
to them.
GENERAL PROVISIONS
Section 32. Fund/Plan shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends, and dividend reinvestment, in which will
be noted the transactions effected for each Shareholder and the number of
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Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Fund/Plan agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 any records relating to services provided
under this Agreement which are required to be maintained by Rule 31a-1.
Section 33. In addition to the services as Transfer Agent, Dividend
Disbursing, and Accounting Services Agent, as set forth above, Fund/Plan will
perform other services for the Fund as agreed from time to time, including but
not limited to preparation of and mailing Federal Tax Information Forms, mailing
semi-annual reports of the Fund, preparation of one annual list of Shareholders,
and mailing notices of Shareholders' meetings, proxies, and proxy statements.
Section 34. Nothing contained in this Agreement is intended to or shall
require Fund/Plan, in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance, or any other day on which Fund/Plan
or the New York Stock Exchange is closed. Functions or duties normally scheduled
to be performed on such days shall be performed on, and as of, the next
succeeding business day on which both the New York Stock Exchange and Fund/Plan
are open. Notwithstanding the foregoing, Fund/Plan shall compute the net asset
value of the Fund on each day required pursuant to Rule 22c-1 promulgated under
the Investment Company Act of 1940.
Section 35. The Fund agrees to pay Fund/Plan compensation
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for its services and to reimburse it for expenses, as set forth in Schedule A
attached hereto, or as shall be set forth in amendments to such Schedule
approved by the Fund and Fund/Plan.
Section 36. In acting in any capacity set forth in this Agreement,
Fund/Plan shall not be personally liable for any taxes, assessments, or
governmental charges which may be levied or assessed on any basis whatsoever in
connection with its duties hereunder, excepting only for taxes assessed against
it in its corporate capacity arising out of its compensation hereunder.
Section 37. The Fund shall indemnify Fund/Plan and save it harmless and
against any and all actions, suits, and claims, whether groundless or otherwise,
arising directly or indirectly out of or in connection with its performance
under this Agreement as Transfer Agent and Dividend Disbursing Agent, and from
and against any and all losses, damages, costs, charges, counsel fees, payments,
expenses, and liabilities incurred by Fund/Plan in connection with any such
action, suit, or claim. Fund/Plan shall not be under any obligation to prosecute
or to defend any action, suit, or claim arising out of or in connection with its
performance under this Agreement as Transfer Agent and Dividend Disbursing Agent
which, in the opinion of its counsel, may involve it in expense or liability,
and the Fund shall, so often as reasonably requested, furnish Fund/Plan with
satisfactory indemnity against such expense or liability, and upon request of
Fund/Plan the Fund shall assume the entire defense of any action,
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suit, or claim subject to the foregoing indemnity; provided, however, that
Fund/Plan shall give the Fund notice of and reasonable opportunity to defend any
such action, suit, or claim, in the name of the Fund or Fund/Plan or both.
Without limiting the foregoing:
(a) Fund/Plan may rely upon the advice of the Fund or of
counsel, who may be counsel for the Fund or counsel for Fund/Plan, and upon
statements of accountants, brokers, and other persons reasonably believed by it
in good faith to be expert in the matters upon which they are consulted, and,
for any actions taken in good faith upon such statements, Fund/Plan shall not be
liable to anyone.
(b) Fund/Plan may act upon any Oral Instruction which it
receives and which it believes in good faith was transmitted by the person or
persons authorized by the Board of Directors of the Fund to give such Oral
Instruction. Fund/Plan shall have no duty or obligation to make any inquiry or
effort of certification of such Oral Instruction.
(c) Fund/Plan shall not be liable for any action taken in good
faith reliance upon any Written Instruction or certified copy of any resolution
of the Board of Directors of the Fund, and Fund/Plan may rely upon the genuiness
of any such document or copy thereof believed in good faith by Fund/Plan to have
been validly executed.
(d) Fund/Plan may rely and shall be protected in
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acting upon any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice, consent,
order, or other paper or document believed by it to be genuine and to have been
signed or presented by a purchaser, by the Fund, or by other proper party or
parties.
Section 38. Upon receipt of Written Instructions from the Fund and as
provided herein, Fund/Plan is authorized to make payment upon redemption of
Shares without a signature guarantee. The Fund hereby agrees to indemnify and
hold Fund/Plan and its successors and assigns harmless from and against any and
all expenses, damages, claims, suits, liabilities, actions, demand, and losses
whatsoever arising out of or in connection with a payment by Fund/Plan upon
redemption of Shares without a signature guarantee and, upon the request of
Fund/Plan, the Fund shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity. Fund/Plan shall notify the Fund of any
such action, suit, or claim within 30 days after receipt by Fund/Plan of notice
thereof.
Section 39. The Fund shall promptly cause to be turned over to
Fund/Plan (i) an accurate list of Shareholders of the Fund showing the proper
registered address and number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated share
accounts and (ii)
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25
all shareholder records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by the Fund/Plan under this
Agreement (hereinafter called "Materials"), and hereby agrees to indemnify and
hold Fund/Plan, its successors, and assigns, harmless from and against any and
all expenses, damages, claims, suits, liabilities, actions, demands, and losses
whatsoever arising out of or in connection with any error, omission, inaccuracy,
or other deficiency of such Materials, or out of the failure of the Fund to
provide any portion of such or to provide any information need by Fund/Plan
knowledgeably to perform its functions.
Section 40. The Fund shall file with Fund/Plan a certified copy of each
resolution of its Board of Directors authorizing the execution of Written
Instructions or the transmittal of Oral Instructions, as provided in Section 1
of this Agreement.
Section 41. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and Fund/Plan.
Section 42. Either the Fund or Fund/Plan may give 60 days' written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice.
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26
Section 43. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund:
Navigator Tax-Free Money Market Fund, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Fairfield Group, Inc.
If to Fund/Plan:
Fund/Plan Services, Inc.
X.X. Xxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: X. X. Xxxxxxxxx, Xx.
Section 44: The Fund represents and warrants to Fund/Plan that the
execution and delivery of this Transfer Agency Agreement by the undersigned
officers of the Fund has been duly and validly authorized by resolution of the
Board of Directors of the Fund.
Section 45. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 46. 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 Fund/Plan
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27
or by Fund/Plan without the written consent of the Fund, authorized or approved
by a resolution of its Board of Directors.
Section 47. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 48. Notwithstanding anything herein to the contrary, nothing
herein shall protect the Transfer Agent for the consequences of its negligence
in the performance of the responsibilities assumed by it hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
NAVIGATOR TAX-FREE MONEY
MARKET FUND, INC.
(SEAL) By /s/ X.X. Xxxxxx
-----------------------
Title: Director
Attest /S/ Xxxx X. Xxxxxx
---------------------------
VICE PRESIDENT
FUND/PLAN SERVICES, INC.
(SEAL) By /s/ X.X. Xxxxxxxxx, Xx.
-----------------------
Title: President
Attest /s/ X.X. Xxxxxx
---------------------------
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