Exhibit No. 8(a)(iii)
TRANSFER AGENCY AND RELATED SERVICES AGREEMENT
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(LIR CASH RESERVES FUND)
THIS AGREEMENT is made as of February 1, 2000 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and XXXXXXXX XXXXXXXX LIR MONEY SERIES, a
Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and related services agent to the Fund's
Portfolios (as hereinafter defined) and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
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(a) "1933 Act" means the Securities Act of 1933, as amended.
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(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
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(c) "Authorized Person" means any officer of the Fund and any other
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person duly authorized by the Fund's Board of Trustees ("Board") to give Oral
Instructions and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part hereof or any
amendment thereto as may be received by PFPC. An Authorized Person's scope of
authority may be limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
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(e) "Oral Instructions" mean oral instructions received by PFPC from
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an Authorized Person.
(f) "Portfolio" means a series or investment portfolio of the Fund
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identified on Annex A hereto, as the same may from time to time be amended, if
the Fund consists of more than one series or investment portfolio; however, if
the Fund does not have separate series or investment portfolios, then this term
shall be deemed to refer to the Fund itself.
(g) "SEC" means the Securities and Exchange Commission.
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(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
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and the CEA.
(i) "Shares" mean the shares of common stock or beneficial interest
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of any series or class of the Fund.
(j) "Written Instructions" mean written instructions signed by an
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Authorized Person and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to serve as transfer agent,
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registrar, dividend disbursing agent and related services agent to the Fund, but
only with respect to those Portfolios which are listed on Annex A hereto, in
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund (or a particular Portfolio, as
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appropriate) has provided or, where applicable, will provide PFPC with the
following:
(a) Certified or authenticated copies of the resolutions of the
Fund's Board approving the appointment of PFPC to provide
services to the Fund and
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approving this Agreement;
(b) A copy of each executed broker-dealer agreement with respect to
each Fund; and
(c) Copies (certified or authenticated if requested by PFPC) of any
post-effective amendment to the Fund's registration statement,
advisory agreement, distribution agreement, shareholder servicing
agreement and all amendments or supplements to the foregoing upon
request.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with
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all applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund or any of
its Portfolios.
5. INSTRUCTIONS.
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(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person pursuant to this
Agreement. PFPC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or of any vote, resolution or proceeding of the Fund's
Board or of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the next day after such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
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transactions authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an Authorized
Person, PFPC shall incur no liability to the Fund in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions comply with
the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
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(a) Advice of the Fund. If PFPC is in doubt as to any action it
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should or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question
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of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
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directions, advice or Oral Instructions or Written Instructions PFPC receives
from the Fund, and the advice it receives from counsel, PFPC may rely upon and
follow the advice of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the part of PFPC
which constitutes willful misfeasance, bad faith, negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
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takes or does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice or Oral
Instructions or Written Instructions. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (i) to seek such directions, advice or
Oral
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Instructions or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a condition of
PFPC's properly taking or not taking such action. Nothing in this subsection
shall excuse PFPC when an action or omission on the part of PFPC constitutes
willful misfeasance, bad faith, negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS. PFPC shall prepare and maintain in complete and
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accurate form all books and records necessary for it to serve as transfer agent,
registrar, dividend disbursing agent and related services agent to each
Portfolio, including (a) all those records required to be prepared and
maintained by the Fund under the 1940 Act, by other applicable Securities Laws,
rules and regulations and by state laws and (b) such books and records as are
necessary for PFPC to perform all of the services it agrees to provide in this
Agreement and the appendices attached hereto, including but not limited to the
books and records necessary to effect the conversion of a particular class of
shares (should the Fund establish such classes), the calculation of any
contingent deferred sales charges and the calculation of any front-end sales
charges. The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of the Fund. The
Fund and Authorized Persons shall have access to such books and records in the
possession or under the control of PFPC at all times during PFPC's normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records in the possession or under the control of PFPC shall be
provided by PFPC to the Fund or to an Authorized Person. Upon reasonable notice
by the Fund, PFPC shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visits by the Fund, any agent or person designated
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by the Fund or any regulatory agency having authority over the Fund.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
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Fund and information relating to the Fund and its shareholders (past, present
and future), its investment adviser and its principal underwriter, unless the
release of such records or information is otherwise consented to, in writing, by
the Fund prior to its release. The Fund agrees that such consent shall not be
unreasonably withheld and may not be withheld where PFPC may be exposed to civil
or criminal contempt proceedings or when required to divulge such information or
records to duly constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Fund's
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independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
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with appropriate parties one or more agreements making reasonable provisions for
periodic backup of computer files and data with respect to the Fund and
emergency use of electronic data processing equipment. In the event of equipment
failures, PFPC shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement and provided further that PFPC has complied
with the provisions of this paragraph 10.
11. COMPENSATION. As compensation for services rendered by PFPC during the
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term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to from time to time
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in writing by the Fund and PFPC.
12. INDEMNIFICATION.
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(a) The Fund agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, penalties, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws, and
amendments thereto), and expenses, including (without limitation) reasonable
attorneys' fees and disbursements, arising directly or indirectly from (i) any
action or omission to act which PFPC takes (a) at the request or on the
direction of or in reliance on the advice of the Fund or (b) upon Oral
Instructions or Written Instructions or (ii) the acceptance, processing and/or
negotiation of checks or other methods utilized for the purchase of Shares.
Neither PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) arising out of PFPC's or
its affiliates' own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement. The Fund's
liability to PFPC for PFPC's acceptance, processing and/or negotiation of checks
or other methods utilized for the purchase of Shares shall be limited to the to
the extent of the Fund's policy(ies) of insurance that provide for coverage of
such liability, and the Fund's insurance coverage shall take precedence.
(b) PFPC agrees to indemnify and hold harmless the Fund from all
taxes, charges, expenses, assessments, penalties, claims and liabilities arising
from PFPC's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws, and any state and
foreign securities and blue sky laws, and amendments thereto) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of PFPC's or its nominee's own willful
misfeasance, bad faith,
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negligence or reckless disregard of its duties and obligations under this
Agreement.
(c) In order that the indemnification provisions contained in this
Paragraph 12 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
(d) The members of the Board of the Fund, its officers and
shareholders, or of any Portfolio thereof, shall not be liable for any
obligations of the Fund, or any such Portfolio, under this Agreement, and PFPC
agrees that in asserting any rights or claims under this Agreement, it shall
look only to the assets and property of the Fund or the particular Portfolio in
settlement of such rights or claims and not to such members of the Board, its
officers or shareholders. PFPC further agrees that it will look only to the
assets and property of a particular Portfolio of the Fund, should the Fund have
established separate series, in asserting any rights or claims under this
Agreement with respect to services rendered with respect to that Portfolio and
will not seek to obtain settlement of such rights or claims from the assets of
any other Portfolio of the Fund.
13. INSURANCE. PFPC shall maintain insurance of the types and in the
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amounts deemed by it to be appropriate. To the extent that policies of insurance
may provide for coverage of claims for liability or indemnity by the parties set
forth in this Agreement, the contracts of insurance shall take precedence, and
no provision of this Agreement shall be
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construed to relieve an insurer of any obligation to pay claims to the Fund,
PFPC or other insured party which would otherwise be a covered claim in the
absence of any provision of this Agreement.
14. SECURITY.
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(a) PFPC represents and warrants that, to the best of its knowledge,
the various procedures and systems which PFPC has implemented with regard to the
safeguarding from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) of the
Fund's blank checks, certificates, records and other data and PFPC's 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. PFPC shall review such systems and procedures on a
periodic basis, and the Fund shall have reasonable access to review these
systems and procedures.
(b) Y2K Compliance. PFPC further represents and warrants that any and
all electronic data processing systems and programs that it uses or retains in
connection with the provision of services hereunder on or before January 1, 1999
will be year 2000 compliant.
15. RESPONSIBILITY OF PFPC.
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(a) PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be specifically agreed to
by PFPC in writing. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder, to act in good faith and to use its
best efforts in performing services provided for under this Agreement. PFPC
shall be liable for any damages arising out of PFPC's failure to perform its
duties under this Agreement to the extent such damages arise out of PFPC's
willful misfeasance,
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bad faith, negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written Instruction, notice
or other instrument which conforms to the applicable requirements of this
Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to
Section 10, delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund may incur or
suffer by or as a consequence of PFPC's or its affiliates' performance of the
services provided hereunder, whether or not the likelihood of such losses or
damages was known by PFPC or its affiliates.
(d) Notwithstanding anything in this Agreement to the contrary, the
Fund shall not be liable to PFPC nor its affiliates for any consequential,
special or indirect losses or damages which PFPC or its affiliates may incur or
suffer by or as a consequence of PFPC's performance of the services provided
hereunder, whether or not the likelihood of such losses or damages was known by
the Fund.
16. DESCRIPTION OF SERVICES.
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(a) Services Provided on an Ongoing Basis, If Applicable.
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(i) Calculate 12b-1 payments to financial intermediaries,
including
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brokers, and financial intermediary trail commissions;
(ii) Develop, monitor and maintain, in consultation with the
Fund, all systems necessary to implement and operate a
tiered distribution system, including any conversion
feature, as described in the registration statement and
related documents of the Fund, as they may be amended from
time to time;
(iii) Calculate contingent deferred sales charge amounts upon
redemption of Fund shares and deduct such amounts from
redemption proceeds;
(iv) Calculate front-end sales load amounts at time of
purchase of shares;
(v) Determine dates of conversion of a particular class and
effect the same;
(vi) Establish and maintain proper shareholder registrations;
(vii) Review new applications and correspond with shareholders
to complete or correct information;
(viii) Direct payment processing of checks or wires;
(ix) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(x) Prepare and mail to shareholders confirmation of
activity;
(xi) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(xii) Send duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-
dealer or directly with PFPC;
(xiii) Provide periodic shareholder lists, outstanding share
calculations and related statistics to the Fund;
(xiv) Provide detailed data for underwriter/broker
confirmations;
(xv) Prepare and mail required calendar and taxable year-end
tax and statement information (including forms 1099-DIV
and 1099-B and accompanying statements);
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(xvi) Notify on a daily basis the investment adviser, accounting
agent, and custodian of fund activity ;
(xvii) Perform, itself or through a delegate, such of the
services, whether or not included within the scope of
another paragraph of this Paragraph 16(a), specified on
Annex I of the related Delegation Agreement as may be
agreed upon from time to time; and
(xviii) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
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Instructions.
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(i) Accept and post daily Fund and class purchases and
redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Cancel certificates.
(c) Purchase of Shares. PFPC shall issue and credit an account of an
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investor, in the manner described in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account;
and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
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function is properly authorized by the Fund's organizational documents or
resolutions of the Fund's Board. Shares shall be redeemed and payment therefor
shall be made in accordance with the Fund's or Portfolio's prospectus.
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(i) Broker-Dealer Accounts.
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When a broker-dealer notifies PFPC of a redemption desired
by a customer, and the Fund's or Portfolio's custodian (the
"Custodian") has provided PFPC with funds, PFPC shall (a)
transfer by Fedwire or other agreed upon electronic means
such redemption payment to the broker-dealer for the credit
to, and for the benefit of, the customer's account or (b)
shall prepare and send a redemption check to the broker-
dealer, made payable to the broker-dealer on behalf of its
customer.
(ii) Fund-Only Accounts.
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If Shares (or appropriate instructions) are received in
proper form, at the Fund's request Shares may be redeemed
before the funds are provided to PFPC from the Custodian. If
the recordholder has not directed that redemption proceeds
be wired, when the Custodian provides PFPC with funds, the
redemption check shall be sent to and made payable to the
recordholder, unless:
(a) the surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed
by the recordholder; or
(b) transfer authorizations are signed by the recordholder
when Shares are held in book-entry form.
(e) Dividends and Distributions. Upon receipt of a resolution of the
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Fund's
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Board authorizing the declaration and payment of dividends and distributions,
PFPC shall issue dividends and distributions declared by the Fund in Shares, or,
upon shareholder election, pay such dividends and distributions in cash, if
provided for in the appropriate Fund's or Portfolio's prospectus. PFPC shall
mail to the Fund's shareholders and the IRS and other appropriate taxing
authorities such tax forms, or permissible substitute forms, and other
information relating to dividends and distributions paid by the Fund (including
designations of the rate at which portions of distributions of net capital gain
are taxed) as are required to be filed and mailed by applicable law, rule or
regulation within the time required thereby. PFPC shall mail to the Fund's
shareholders such tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the Fund as are required
to be filed and mailed by applicable law, rule or regulation. PFPC shall
prepare, maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends above a stipulated amount paid by the Fund to
its shareholders as required by tax or other law, rule or regulation.
(f) Shareholder Account Services.
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(i) PFPC will arrange, in accordance with the appropriate
Fund's or Portfolio's prospectus, for issuance of Shares
obtained through:
- The transfer of funds from shareholders' accounts at
financial institutions, provided PFPC receives advance
Oral or Written Instruction of such transfer;
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC will arrange, in accordance with the appropriate
Fund's or Portfolio's prospectus, for a shareholder's:
- Exchange of Shares for shares of another fund with which
the
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Fund has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a systematic withdrawal plan;
and/or
- Redemption of Shares from an account with a checkwriting
privilege.
(g) Communications to Shareholders. Upon timely Written Instructions,
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PFPC shall mail all communications by the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax forms (including substitute forms) and accompanying
information containing the information required by
paragraph 16(e).
If requested by the Fund, PFPC will receive and tabulate the proxy
cards for the meetings of the Fund's shareholders and supply personnel to serve
as inspectors of election.
(h) Records. PFPC shall maintain those records required by the
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Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PFPC hereunder
with respect to shareholder accounts or by transfer agents generally, including
records of the accounts for each shareholder showing the following information:
(i) Name, address and United States Taxpayer Identification
or Social Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
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(iii) Historical information regarding the account of each
shareholder, including dividends and distributions
paid, their character (e.g. ordinary income, net capital
gain, exempt-interest, foreign tax-credit and dividends
received deduction eligible) for federal income tax
purposes and the date and price for all transactions on
a shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current maintenance of
a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent
to perform any calculations contemplated or required by
this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice
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against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. The lost or stolen certificate will be canceled and
uncertificated Shares will be issued to a shareholder's account only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a surety
company approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
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Fund shareholder to inspect stock records, PFPC will notify the Fund, and the
Fund will issue instructions granting or denying each such request. Unless PFPC
has acted contrary to the Fund's instructions, the Fund agrees and does hereby
release PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund's shareholder records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
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receipt of Written Instructions, PFPC shall cancel outstanding certificates
surrendered by the Fund to
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reduce the total amount of outstanding shares by the number of shares
surrendered by the Fund.
17. Duration and Termination.
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(a) This Agreement shall be effective on the date first written above
and shall continue until August 1, 2000 (the "Initial Term"). Upon the
expiration of the Initial Term, this Agreement shall automatically renew for
successive terms of one (1) year ("Renewal Terms") each provided that it may be
terminated by either party during a Renewal Term upon written notice given at
least ninety (90) days prior to termination. During either the Initial Term or
the Renewal Terms, this Agreement may also be terminated on an earlier date by
either party for cause.
(b) With respect to the Fund, cause includes, but is not limited to,
(i) PFPC's material breach of this Agreement causing it to fail to substantially
perform its duties under this Agreement. In order for such material breach to
constitute "cause" under this Paragraph, PFPC must receive written notice from
the Fund specifying the material breach and PFPC shall not have corrected such
breach within a 15-day period; (ii) financial difficulties of PFPC evidenced by
the authorization or commencement of a voluntary or involuntary bankruptcy under
the U.S. Bankruptcy Code or any applicable bankruptcy or similar law, or under
any applicable law of any jurisdiction relating to the liquidation or
reorganization of debt, the appointment of a receiver or to the modification or
alleviation of the rights of creditors; and (iii) issuance of an administrative
or court order against PFPC with regard to the material violation or alleged
material violation of the Securities Laws or other applicable laws related to
its business of performing transfer agency services;
(c) With respect to PFPC, cause includes, but is not limited to, the
failure of the Fund to pay the compensation set forth in writing pursuant to
Paragraph 11 of this
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Agreement.
(d) Any notice of termination for cause in conformity with
subparagraphs (a), (b) and (c) of this Paragraph by the Fund shall be effective
thirty (30) days from the date of any such notice. Any notice of termination for
cause by PFPC shall be effective 90 days from the date of such notice.
(e) Upon the termination hereof, the Fund shall pay to PFPC such
compensation as may be due for the period prior to the date of such termination.
In the event that the Fund designates a successor to any of PFPC's obligations
under this Agreement, PFPC shall, at the direction and expense of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by PFPC hereunder including, a certified list of the
shareholders of the Fund or any Portfolio thereof with name, address, and if
provided, taxpayer identification or Social Security number, and a complete
record of the account of each shareholder. To the extent that PFPC incurs
expenses related to a transfer of responsibilities to a successor, other than
expenses involved in PFPC's providing the Fund's books and records described in
the preceding sentence to the successors, PFPC shall be entitled to be
reimbursed for such extraordinary expenses, including any out-of-pocket expenses
reasonably incurred by PFPC in connection with the transfer.
(f) Any termination effected pursuant to this Paragraph shall not
affect the rights and obligations of the parties under Paragraph 12 hereof .
(g) Notwithstanding the foregoing, this Agreement shall terminate
with respect to the Fund or any Portfolio thereof upon the liquidation, merger,
or other dissolution of the Fund or Portfolio or upon the Fund's ceasing to be a
registered investment company.
18. REGISTRATION AS A TRANSFER AGENT. PFPC represents that it is
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currently registered with the appropriate federal agency for the registration of
transfer agents, or is otherwise
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permitted to lawfully conduct its activities without such registration and that
it will remain so registered or able to so conduct such activities for the
duration of this Agreement. PFPC agrees that it will promptly notify the Fund in
the event of any material change in its status as a registered transfer agent.
Should PFPC fail to be registered with the SEC as a transfer agent at any time
during this Agreement, and such failure to register does not permit PFPC to
lawfully conduct its activities, the Fund may, on written notice to PFPC,
terminate this Agreement upon five days written notice to PFPC.
19. NOTICES. All notices and other communications, including Written
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Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at the address
of the Fund or (c) if to neither of the foregoing, at such other address as
shall have been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device during regular business hours, it shall
be deemed to have been given immediately; if sent at a time other than regular
business hours, such notice shall be deemed to have been given at the opening of
the next business day. If notice is sent by first-class mail, it shall be deemed
to have been given three days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it is delivered. All
postage, cable, telegram, telex and facsimile sending device charges arising
from the sending of a notice hereunder shall be paid by the sender .
20. AMENDMENTS. This Agreement, or any term thereof, may be changed or
----------
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19
21. ADDITIONAL PORTFOLIOS. In the event that the Fund establishes one or
---------------------
more investment series in addition to and with respect to which it desires to
have PFPC render services as transfer agent, registrar, dividend disbursing
agent and related services agent under the terms set forth in this Agreement, it
shall so notify PFPC in writing, and PFPC shall agree in writing to provide such
services, and such investment series shall become a Portfolio hereunder, subject
to such additional terms, fees and conditions as are agreed to by the parties.
22. DELEGATION; ASSIGNMENT.
----------------------
(a) PFPC may, at its own expense, assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of PFPC or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to
comply with all relevant provisions of the Securities Laws; and (iii) PFPC and
such delegate (or assignee) promptly provide such information as the Fund may
request, and respond to such questions as the Fund may ask, relative to the
delegation (or assignment), including (without limitation) the capabilities of
the delegate (or assignee). The assignment and delegation of any of PFPC's
duties under this subparagraph (a) shall not relieve PFPC of any of its
responsibilities or liabilities under this Agreement.
(b) PFPC may delegate to PaineWebber Incorporated its obligation to
perform the services described on Annex I of the related Delegation Agreement.
In addition, PFPC may assign its rights and delegate its other duties hereunder
to PaineWebber Incorporated or Xxxxxxxx Xxxxxxxx Asset Management Inc. or an
affiliated person of either, provided that (i) PFPC gives the Fund thirty (30)
days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and
the Fund to comply with all relevant provisions of the Securities Laws; and
(iii) PFPC and such delegate (or assignee) promptly provide such information as
the Fund may request, and
20
respond to such questions as the Fund may ask, relative to the delegation (or
assignment), including (without limitation) the capabilities of the delegate (or
assignee). In assigning its rights and delegating its duties under this
paragraph, PFPC may impose such conditions or limitations as it determines
appropriate including the condition that PFPC be retained as a sub-transfer
agent.
(c) In the event that PFPC assigns its rights and delegates its
duties under this section, no amendment of the terms of this Agreement shall
become effective without the written consent of PFPC.
23. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
24. FURTHER ACTIONS. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
25. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to services to be performed and fees payable under this Agreement.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
21
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
------------------
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXXX XXXXXXXX LIR
MONEY SERIES
By: /s/ Xxxxxx X. X'Xxxxxxx
--------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Vice President and Secretary
23
ANNEX A
Portfolios
LIR Cash Reserves Fund
24
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
_____________________
_____________________
_____________________
_____________________
_____________________
_____________________
25
TRANSFER AGENCY - RELATED SERVICES DELEGATION AGREEMENT
THIS AGREEMENT is made as of February 1, 2000 by and between PFPC INC., a
Massachusetts corporation ("PFPC") and PAINEWEBBER INCORPORATED, a Delaware
corporation ("PaineWebber").
WHEREAS, PFPC has entered, or may from time to time in the future enter,
into agreements substantially in the form of Exhibit 1 hereto ("Transfer Agency
and Related Services Agreements") to provide transfer agency and related
services to various open-end management investment companies that are part of
the PaineWebber Family of Mutual Funds ("Funds"); and
WHEREAS, under the Transfer Agency and Related Services Agreements PFPC is
authorized to delegate to PaineWebber its obligation to perform services
thereunder; and
WHEREAS, subject to the terms and conditions hereof, PFPC wishes to
delegate to PaineWebber, and PaineWebber wishes to perform, certain of the
transfer agency-related services that PFPC is obligated to perform under the
Transfer Agency and Related Services Agreements;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, PFPC and PaineWebber hereby
agree as follows:
1. Delegation. PFPC hereby delegates to PaineWebber its duty and
----------
obligation under each of the Transfer Agency and Related Services Agreements to
perform those services specified in Annex I hereto (the "Delegated Services"),
and PaineWebber hereby agrees to perform the Delegated Services in accordance
with the terms and conditions hereof. In the event that PFPC determines to
delegate, and PaineWebber agrees in writing to perform, additional services now
or hereafter required to be performed by PFPC under one or more of the Transfer
Agency and Related Services Agreements, such additional services shall
constitute Delegated Services hereunder, provided, however, that PaineWebber
shall receive such additional compensation for the performance of those
additional services as shall be agreed upon between the parties.
2. Responsibilities of PaineWebber. PaineWebber shall perform the
-------------------------------
Delegated Services in accordance with the terms and conditions of the Transfer
Agency and Related Services Agreements.
PaineWebber undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PaineWebber
hereunder. Except as specifically set forth herein, PaineWebber assumes no
responsibility for such compliance by the Fund or any of its Portfolios.
PaineWebber shall prepare and maintain in complete and accurate form all
books and records necessary for it to perform the Delegated Services including
(a) all those records required
26
to be prepared and maintained by the Fund under the Investment Company Act of
1940, as amended, by other applicable Securities Laws, rules and regulations and
by state laws and (b) such books and records as are necessary for PaineWebber to
perform all of the services it agrees to provide in this Agreement and the
annexes attached hereto. The books and records pertaining to the Fund, which are
in the possession or under the control of PaineWebber, shall be the property of
the Fund. The Fund and Authorized Persons shall have access to such books and
records in the possession or under the control of PaineWebber at all times
during PaineWebber's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records in the possession or under the
control of PaineWebber shall be provided by PaineWebber to the Fund or to an
Authorized Person. Upon reasonable notice by the Fund, PaineWebber shall make
available during regular business hours its facilities and premises employed in
connection with its performance of this Agreement for reasonable visits by the
Fund, any agent or person designated by the Fund or any regulatory agency having
authority over the Fund.
PaineWebber further represents and warrants that any and all electronic
data processing systems and programs that it uses or retains in connection with
the provision of services hereunder prior to 1999 will be year 2000 compliant.
In performing the Delegated Services, PaineWebber shall be subject to the same
record keeping and other responsibilities, duties and standards of care and
shall have the same rights, benefits (other than compensation), liabilities and
limitations as are applicable to PFPC under the Transfer Agency and Related
Services Agreements with respect to the performance of the same services.
3. Compensation. As compensation for performance of the Delegated
------------
Services, PFPC will pay to PaineWebber the fees and expense reimbursements set
forth in Annex II hereto, together with such other amounts as may be agreed from
time to time in writing by PFPC and PaineWebber, provided that PFPC shall not be
obligated to pay such compensation to PaineWebber with respect to any invoice
for which PFPC has not received payment from the Fund pursuant to the Transfer
Agency and Related Services Agreement.
4. Duration and Termination. This Agreement shall be effective upon the
------------------------
date first above written and, unless sooner terminated as set forth herein,
shall continue with respect to each Transfer Agency and Related Services
Agreement for so long as that Transfer Agency and Related Services Agreement
remains in effect. This Agreement may be terminated for cause upon at least
thirty (30) days prior written notice. For purposes of this paragraph, "cause"
shall mean:
(a) in the case of a termination by PaineWebber, the failure of PFPC
to timely pay the compensation to PaineWebber that is provided for hereunder;
and
(b) in the case of a termination by PFPC, (i) PaineWebber's material
breach of this Agreement causing it to fail to substantially perform its duties
under this Agreement, provided that PaineWebber has received written notice from
PFPC specifying the material breach and has not corrected such breach within a
15-day period; (ii) financial difficulties of PaineWebber evidenced by the
authorization or commencement of a voluntary or involuntary bankruptcy under the
U.S. Bankruptcy Code or any applicable bankruptcy or similar law, or
27
under any reorganization of debt, the appointment of a receiver or to the
modification or alleviation of the rights of creditors; and (iii) issuance of an
administrative or court order against PaineWebber with regard to the material
violation or alleged material violation of the Securities Laws or other
applicable laws related to the performance of transfer agency-related services.
5. Miscellaneous.
-------------
(a) Unless the context otherwise requires, all capitalized terms not
otherwise defined herein shall have the same meanings as in the Transfer Agency
and Related Services Agreement attached as Exhibit 1 hereto.
(b) It is understood and agreed that all Delegated Services performed
by PaineWebber under this Agreement will be as an independent contractor and not
as an employee or agent of PFPC or the Funds.
(c) This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof.
(d) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(e) This Agreement shall be deemed to be a contract made in Delaware
and governed by Delaware law without regard to principles of conflicts of law.
(f) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
(g) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
(h) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
(i) This Agreement, or any term thereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
28
IN WITNESS WHEREOF, PFPC and PaineWebber have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
PFPC INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
PAINEWEBBER INCORPORATED
By: /s/ Xxx X. Xxxxxxxxx
--------------------------
Name: Xxx X. Xxxxxxxxx
Title: Senior Vice President
29
ANNEX I
DELEGATED SERVICES
The following transfer agency-related services that are required to be
performed under the Transfer Agency and Related Services Agreements are
delegated by PFPC to PaineWebber:
a. Establish and maintain a dedicated service center with sufficient
facilities, equipment and skilled personnel to address all shareholder
inquiries received by telephone, mail or in-person regarding the Funds and
their accounts
b. Provide timely execution of redemptions, exchanges and non-financial
transactions directed to investment executives and specifically requested
by Fund shareholders
c. Issue checks from proceeds of Fund share redemptions to shareholders as
directed by the shareholders or their agents
d. Process and maintain shareholder account registration information
e. With respect to customer accounts maintained through PaineWebber
Incorporated, review new applications and correspond with shareholders to
complete or correct information
f. Prepare and mail monthly or quarterly consolidated account statements that
reflect PaineWebber Mutual Fund balances and transactions (such
information to be combined with other activity and holdings in investors'
brokerage accounts)
g. Establish and maintain a dedicated service center with sufficient
facilities, equipment and skilled personnel to address all branch inquiries
regarding operational issues and performance
h. Capture, process and mail required tax information to shareholders and
report this information to the Internal Revenue Service
i. Provide the capability to margin PaineWebber Mutual Funds held within the
client's brokerage account
j. Prepare and provide shareholder registrations for mailing of proxies,
reports and other communications to shareholders
k. Develop, maintain and issue checks from the PaineWebber systematic
withdrawal plan offered within the client's brokerage account
l. Maintain duplicate shareholder records and reconcile those records with
those at the transfer agent
30
m. Process and mail duplicate PaineWebber monthly or quarterly statements to
PaineWebber Investment Executives
n. Establish and maintain shareholder distribution options (i.e., election to
have dividends paid in cash, rather than reinvested in Fund shares)
o. Process and mail purchase, redemption and exchange confirmations to Fund
shareholders and PaineWebber Investment Executives
p. Issue dividend checks to shareholders that select cash distributions to
their brokerage account
q. Develop and maintain the automatic investment plan offered within the
client's brokerage account
r. Provide bank-to-bank wire transfer capabilities related to transactions in
Fund shares
s. Maintain computerized compliance programs for blue sky and non-resident
alien requirements (only with respect to PaineWebber Cashfund, Inc.)
31
