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EXHIBIT (9)
AGENCY AGREEMENT
THIS AGREEMENT made the 6th day of May, 1988, by and between
▇▇▇▇▇ INCOME + GROWTH FUND, INC. a corporation existing
under the laws of the State of Maryland, having its principal place of
business at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Fund"), and
INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust
company organized and existing under the laws of the State of Missouri,
having its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("IFTC"):
WITNESSETH:
WHEREAS, the Fund has issued or intends to issue one or more series of
its Common Stock, $.001 par value per share, with the proceeds of the sale
allocated to the Fund's investment program; and
WHEREAS, Fund desires to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent with respect to its common stock, and IFTC desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Documents to be Filed with Appointment
In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC the
following documents:
A. A certified copy of the resolutions of the Board of Directors of Fund
appointing IFTC as Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating certain persons to
sign stock certificates, if any, and give written instructions and requests on
behalf of Fund;
B. A certified copy of the Articles of Incorporation of Fund and all
amendments thereto;
C. A certified copy of the Bylaws of Fund;
D. Copies of Registration Statements and amendments thereto, filed with
the Securities and Exchange Commission.
E. Specimens of all forms of outstanding stock certificates, in the forms
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approved by the Board of Directors of Fund, with a certificate of the
Secretary of Fund, as to such approval;
F. Specimens of the signatures of the officers of the Fund authorized to
sign stock certificates and individuals authorized to sign written
instructions and requests;
G. An opinion of counsel for Fund with respect to:
(1) Fund's organization and existence under the laws of its state of
organization,
(2) Status of all shares of stock of Fund covered by the appointment under
the Securities Act of 1933, as amended, and any other applicable federal or
state statute and
(3) That all issued shares are, and all unissued shares will be, when issued,
validly issued, fully paid and nonassessable.
2. Certain Representations and Warranties of IFTC
IFTC represents and warrants to Fund that:
A. It is a trust company duly organized and existing and in good standing
under the laws of Missouri.
B. It is duly qualified to carry on its business in the State of Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and bylaws to enter into and perform the services
contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the
Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3. Certain Representations and Warranties of Fund
Fund represents and warrants to IFTC that:
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A. It is a corporation duly organized and existing and in good standing under
the laws of the State of Maryland.
B. It is an open-end diversified management investment company registered under
the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has been filed and
will be effective with respect to all shares of Fund being offered for sale.
D. All requisite steps have been or will be taken as necessary to qualify Fund's
shares for sale in all applicable states.
E. Fund is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement.
4. Scope of Appointment
A. Subject to the conditions set forth in this Agreement, Fund hereby employs
and appoints IFTC as Transfer Agent and Dividend Disbursing Agent on or about
May 6, 1988 or in accordance with the Fund's Registration Statement.
B. IFTC hereby accepts such employment and appointment and agrees that it will
act as Fund's Transfer Agent and Dividend Disbursing Agent. IFTC agrees that it
will also act as agent in connection with Fund's periodic withdrawal payment
accounts and other open accounts or similar plans for shareholders, if any.
C. IFTC agrees to provide the necessary facilities, equipment and personnel to
perform its duties and obligations hereunder in accordance with industry
practice.
D. Fund agrees to use its best efforts to deliver to IFTC in Kansas City,
Missouri, as soon as they are available, all of its shareholder account records.
E. Subject to the provisions of Sections 19. and 20. hereof, IFTC agrees that it
will perform all of the usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent and as Agent for the various shareholder accounts,
including, without limitation, the following: issuing, transferring and
cancelling stock certificates, maintaining all shareholder accounts (including,
determining that (i) Fund shares purchased from Fund have been added to the
proper shareholder account or accounts and (ii) Fund shares repurchased or
redeemed by Fund have been removed from the
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proper shareholder account or accounts and (iii) the proper number of shares
have been added, removed or cancelled from the Fund's shareholder records),
preparing shareholder meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses, withholding taxes on
nonresident alien and foreign corporation accounts, for pension and deferred
income, backup withholding or other instances agreed upon by the parties,
preparing and mailing checks for disbursement of income dividends and capital
gains distributions, preparing and filing U.S. Treasury Department Form 1099 for
all shareholders, preparing and mailing confirmation forms to shareholders and
dealers with respect to all purchases and liquidations of Fund shares and other
transactions in shareholder accounts for which confirmations are required,
recording reinvestments of dividends and distributions in Fund shares, recording
redemptions of Fund shares and preparing and mailing checks for payments upon
redemption and for disbursements to withdrawal plan holders.
F. Whenever any Fund shares are repurchased or redeemed by Fund, IFTC shall
advise the Fund's custodian of the stock so repurchased or redeemed, the
aggregate dollar amount to be paid for such shares, and shall confirm such
advice in writing.
G. Whenever Fund shares are purchased from Fund, IFTC will deposit with the
Fund's custodian the amount received for such shares into the account of the
Fund.
H. IFTC agrees to generate reports which provide certain information for blue
sky reporting by the Fund at least on a monthly basis within five business days
after the end of the month.
5. Limit of Authority
Unless otherwise expressly limited by the resolution of appointment or by
subsequent action by the Fund, the appointment of IFTC as Transfer Agent will be
construed to cover the full amount of authorized stock of the class or classes
for which IFTC is appointed as the same will, from time to time, be constituted
and any subsequent increases in such authorized amount.
In case of such increase Fund will file with IFTC:
A. If the appointment of IFTC was theretofore expressly limited, a certified
copy of a resolution of the Board of Directors of Fund increasing the authority
of IFTC;
B. A certified copy of the amendment to the Articles of Incorporation of Fund
authorizing the increase of stock;
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C. A certified copy of the order or consent of each governmental or regulatory
authority required by law to consent to the issuance of the increased stock, and
an opinion of counsel that the order or consent of no other governmental or
regulatory authority is required;
D. Opinion of counsel for Fund stating:
(1) The status of the additional shares of stock of Fund under the Securities
Act of 1933, as amended, and any other applicable federal or state statute; and
(2) That the additional shares are, or when issued will be, validly issued,
fully paid and nonassessable.
6. Compensation and Expenses
A. In consideration for its services hereunder as Transfer Agent and Dividend
Disbursing Agent, Fund will pay to IFTC from time to time a reasonable
compensation for all services rendered as Agent, and also, all its reasonable
out-of-pocket expenses, charges, counsel fees, and other disbursements incurred
in connection with the agency. Such compensation will be set forth in a separate
schedule to be agreed to by Fund and IFTC, a copy of which is attached hereto
and incorporated herein by reference as though fully set out at this point. If
and as permitted by applicable law, IFTC may charge against any monies held
under this Agreement, the amount of any compensation, expense, loss, or
liability for which IFTC shall be entitled to reimbursement under this Agreement
on account of services performed for the Fund.
B. Fund agrees to promptly reimburse IFTC for all reasonable out-of-pocket
expenses or advances incurred by IFTC in connection with the performance of
services under this Agreement, for postage (and first class mail insurance in
connection with mailing stock certificates), envelopes, check forms, continuous
forms, forms for reports and statements, stationery, and other similar items,
telephone and telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the previous year's transaction
in shareholder accounts and computer tapes used for permanent storage of records
and cost of insertion of materials in mailing envelopes by outside firms.
7. Operation of IFTC System
A. In connection with the performance of its services under this Agreement, IFTC
is responsible for such items as:
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(1) The accuracy of entries in IFTC's records reflecting orders and instructions
received by IFTC from dealers, shareholders, Fund or its principal underwriter;
(2) The availability and the accuracy of shareholder lists, shareholder account
verifications, confirmations and other shareholder account information to be
produced from its records or data;
(3) The accurate and timely issuance of dividend and distribution checks in
accordance with instructions received from Fund;
(4) The accuracy of redemption transactions and payments in accordance with
redemption instructions received from dealers, shareholders or Fund;
(5) The deposit daily in the appropriate special bank account established for
the Fund of all checks and payments received from dealers or shareholders for
investment in shares;
(6) The requiring of proper forms of instructions, signatures and signature
guarantees and any necessary documents supporting the legality of transfers,
redemptions and other shareholder account transactions, all in conformance with
IFTC-B present procedures with such changes as may be required or approved by
Fund; and
(7) The maintenance of a current duplicate set of Fund's essential records at a
secure distant location, in a form available and usable forthwith in the event
of any breakdown or disaster disrupting its main operation.
8. Indemnification
A. Except to the extent that IFTC is covered by and receives payment from any
insurance required hereunder, IFTC wild not be responsible for, and Fund will
hold harmless and indemnify IFTC from and against any loss by or liability to
the Fund or a third party, including attorney's fees, in connection with any
claim or suit asserting any such liability arising out of or attributable to
actions taken or omitted by IFTC pursuant to this Agreement, unless IFTC has
acted negligently or in bad faith or in a manner constituting willful
misconduct. The matters covered by this indemnification include but are not
limited to those of Section 14 hereof.
Fund will be responsible for, and will have the right to conduct or control the
defense of any litigation asserting liability against which IFTC is indemnified
hereunder. IFTC will not be under any obligation to prosecute or defend any
action or suit in respect of the agency relationship hereunder, which, in its
opinion, may involve it in expense or liability, unless Fund will,
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as often as requested, furnish IFTC with reasonable, satisfactory security and
indemnity against such expense or liability.
B. IFTC will hold harmless and indemnify Fund from and against any loss or
liability arising out of IFTC's failure to comply with the terms of this
Agreement or in breach of any representation or warranty of IFTC arising out of
IFTC's negligence, misconduct, or bad faith.
9. Certain Covenants of IFTC and Fund
A. All requisite steps will be taken by Fund from time to time when and as
necessary to qualify the Fund's shares for sale in all states in which Fund's
shares shall at the time be offered for sale and require qualification. If at
any time Fund will receive notice of any stop order or other proceeding in any
such state affecting such registration or the sale of Fund's shares, or of any
stop order or other proceeding under the Federal securities laws affecting the
sale of Fund's shares, Fund will give prompt notice thereof to IFTC.
B. IFTC hereby agrees to perform such transfer agency functions as are attached
hereto as Exhibit A and establish and maintain facilities and procedures
reasonably acceptable to Fund for safekeeping of stock certificates, check
forms, and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices, and to carry insurance as specified in Exhibit B which will not be
lowered without notice to Fund.
C. To the extent required by Section 31 of the Investment Company Act of 1940 as
amended and Rules thereunder, IFTC agrees that all records maintained by IFTC
relating to the services to be performed by IFTC under this Agreement are the
property of Fund and will be preserved and will be surrendered promptly to Fund
on request.
D. IFTC agrees to furnish Fund semiannual reports of its financial condition,
consisting of a balance sheet, earnings statement and any other financial
information reasonably requested by Fund. The annual financial statements will
be certified by IFTC's certified public accountants.
E. IFTC represents and agrees that it will use its best efforts to keep current
on the trends of the investment company industry relating to shareholder
services and will use its best efforts to continue to modernize and improve its
system without additional cost to Fund.
F. IFTC will permit Fund and its authorized representatives to make periodic
inspections of its operations at reasonable time during business
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hours.
10. Recapitalization or Readjustment
In case of any recapitalization, readjustment or other change in the capital
structure of Fund requiring a change in the form of stock certificates, IFTC
will issue or register certificates in the new form in exchange for, or in
transfer of, the outstanding certificates in the old form, upon receiving:
A. Written instructions from an officer of Fund;
B. Certified copy of the amendment to the Articles of Incorporation or other
document effecting the change;
C. Certified copy of the order or consent of each governmental or regulatory
authority, required by law to the issuance of the stock in the new form, and an
opinion of counsel that the order or consent of no other government or
regulatory authority is required;
D. Specimens of the new certificates in the form approved by the Board of
Directors of Fund, with a certificate of the Secretary of Fund as to such
approval;
E. Opinion of counsel for Fund stating:
(1) The status of the shares of stock of Fund in the new form under the
Securities Act of 1933, as amended and any other applicable federal or state
statute; and
(2) That the issued shares in the new form are, and all unissued shares will be,
when issued, validly issued, fully paid and nonassessable.
11. Stock Certificates
Fund will furnish IFTC with a sufficient supply of blank stock certificates and
from time to time will renew such supply upon the request of IFTC. Such
certificates will be signed manually or by facsimile signatures of the officers
of Fund authorized by law and by bylaws to sign stock certificates, and if
required, will bear the corporate seal or facsimile thereof.
12. Death, Resignation or Removal of Signing Officer
Fund will file promptly with IFTC written notice of any change in the officers
authorized to sign stock certificates, written instructions or requests,
together with two signature cards bearing the specimen signature
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of each newly authorized officer. In case any officer of Fund who will have
signed manually or whose facsimile signature will have been affixed to blank
stock certificates will die, resign, or be removed prior to the issuance of such
certificates, IFTC may issue or register such stock certificates as the stock
certificates of Fund notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by Fund in writing. In the absence of such
direction, Fund will file promptly with IFTC such approval, adoption, or
ratification as may be required by law.
13. Future Amendments of Charter and Bylaws
Fund will promptly file with IFTC copies of all material amendments to its
Articles of Incorporation or bylaws made after the date of this Agreement.
14. Instructions, Opinion of Counsel and Signatures
At any time IFTC may apply to any officer of Fund for instructions, and may
consult with legal counsel for Fund or its own legal counsel at the expense of
Fund, with respect to any matter arising in connection with the agency and it
will not be liable for any action taken or omitted by it in good faith in
reliance upon such instructions or upon the opinion of such counsel. IFTC will
be protected in acting upon any paper or document reasonably believed by it to
be genuine and to have been signed by the proper person or persons and will not
be held to have notice of any change of authority of any person, until receipt
of written notice thereof from Fund. It will also be protected in recognizing
stock certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the officers of Fund, and the proper countersignature of
any former Transfer Agent or Registrar, or of a co-Transfer Agent or
co-Registrar.
15. Papers Subject to Approval of Counsel
The acceptance by IFTC, of its appointment as Transfer Agent and Dividend
Disbursing Agent and all documents filed in connection with such appointment and
thereafter in connection with the agencies, will be subject to the approval of
IFTC's in-house legal counsel (which approval will be not unreasonably
withheld). For the purpose of securing IFTC's approval, Fund agrees to forward
to IFTC a copy of any document that Fund intends to file with any regulatory
authority which refers to the appointment of IFTC as the Fund~s Transfer Agent
and Dividend Disbursing Agent. If IFTC or its legal counsel disapproves or
otherwise objects to the use of its name in such document it shall notify the
Fund in writing of its disapproval or objection within a reasonable time after
receiving such document for review, but in any event not less than one business
day before such
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document must be filed with such regulatory authority.
16. Certification of Documents
The required copy of the Articles of Incorporation of Fund and copies of all
amendments thereto will be certified by the Secretary of State (or other
appropriate official) of the State of Incorporation, and if such Articles of
Incorporation and amendments are required by law to be also filed with a county,
city or other officer of official body, a certificate of such filing will appear
on the certified copy submitted to IFTC. A copy of the order or consent of each
governmental or regulatory authority required by law to the issuance of the
stock will be certified by the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such authority. The copy of the
Bylaws and copies of all amendments thereto, and copies of resolutions of the
Board of Directors of Fund, will be certified by the Secretary or an Assistant
Secretary of Fund under the corporate seal.
17. Records
IFTC will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained pursuant to
subparagraph (2) (iv) of paragraph (b) of Rule 31a-1, 31a-2 and 31a-3 under the
Investment Company Act of 1940, if any.
18. Disposition of Books, Records and Cancelled Certificates
IFTC will send periodically to Fund, or to where designated by the Secretary or
an Assistant Secretary of Fund, all books, documents, and all records no longer
deemed needed for current purposes and stock certificates which have been
cancelled in transfer or in exchange, upon the understanding that such books,
documents, records, and stock certificates will not be destroyed by Fund without
the consent of IFTC (which consent will not be unreasonably withheld), but will
be safely stored for possible future reference.
19. Provisions Relating to IFTC as Transfer Agent
A. IFTC will make original issues of stock certificates upon written request of
an officer of Fund and upon being furnished with a certified copy of a
resolution of the Board of Directors authorizing such original issue, an opinion
of counsel as outlined in paragraphs 1.D. and G. of this Agreement, any
documents required by paragraphs 5. or 10. of this Agreement, and necessary
funds for the payment of any original issue tax.
B. Before making any original issue of certificates Fund will furnish IFTC
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with sufficient funds to pay all required taxes on the original issue of the
stock, if any. Fund will furnish IFTC such evidence as may be required by IFTC
to show the actual value of the stock. If no taxes are payable IFTC will be
furnished with an opinion of outside counsel to that effect.
C. Shares of stock will be transferred and new certificates issued in transfer,
or shares of stock accepted for redemption and funds remitted therefor, upon
surrender of the old certificates in form deemed by IFTC properly endorsed for
transfer or redemption accompanied by such documents as IFTC may deem necessary
to evidence that authority of the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of any applicable stock transfer
taxes. IFTC reserves the right to refuse to transfer or redeem shares until it
is satisfied that the endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may require a guaranty of
signature by a firm having membership in the New York Stock Exchange, Midwest
Stock Exchange, American Stock Exchange Securities Corporation, Pacific Coast
Stock Exchange, or any other exchange acceptable to IFTC or by a bank or trust
company approved by it. IFTC also reserves the right to refuse to transfer or
redeem shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it will incur no liability for the refusal in good faith
to make transfers or redemptions which, in its judgment, are improper or
unauthorized. IFTC may, in effecting transfers or redemptions, rely upon
Simplification Acts or other statutes which protect it and Fund in not requiring
complete fiduciary documentation. In cases in which IFTC is not directed or
otherwise required to maintain the consolidated records of shareholder's
accounts, IFTC will not be liable for any loss which may arise by reason of not
having such records, provided that such loss could not have been prevented by
the exercise of ordinary diligence. IFTC will be under no duty to use a greater
degree of diligence by reason of not having such records.
D. When mail is used for delivery of stock certificates IFTC will forward stock
certificates in "nonnegotiable" form by first class or registered mail and stock
certificates in "negotiable" form by registered mail, all such mail deliveries
to be covered while in transit to the addressee by insurance arranged for by
IFTC.
E. IFTC will issue and mail subscription warrants, certificates representing
stock dividends, exchanges or split ups, or act as Conversion Agent upon
receiving written instructions from any authorized officer of Fund pursuant to
section 1.A. hereunder and such other documents as IFTC deems necessary.
F. IFTC will issue, transfer, and split up certificates and will issue
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certificates of stock representing full shares upon surrender of scrip
certificates aggregating one full share or more when presented to IFTC for that
purpose upon receiving written instructions from an officer of Fund and such
other documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates represented to have
been lost, destroyed, stolen or otherwise wrongfully taken upon receiving
instructions from Fund and indemnity satisfactory to IFTC and Fund, and may
issue new certificates in exchange for, and upon surrender of, mutilated
certificates. Such instructions from Fund will be in such form as will be
approved by the Board of Directors of Fund and will be in accordance with the
provisions of law and the bylaws of Fund governing such matter.
H. IFTC will supply a list of the holders of each series of stock to Fund for
any meeting of shareholders called by the Fund upon receiving a request from an
officer of Fund. It will also supply lists at such other times as may be
requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of Fund, IFTC will address
and mail notices to shareholders.
J. In case of any request or demand for the inspection of the stock books of
Fund or any other books in the possession of IFTC, IFTC will endeavor to notify
Fund and to secure instructions as to permitting or refusing such inspection.
IFTC reserves the right, however, to exhibit the stock books or other books to
any person in case it is advised by its counsel that it may be held responsible
for the failure to exhibit the stock books or other books to such person.
20. Provisions Relating to Dividend Disbursing Agency
A. IFTC will, at the expense of Fund, provide a special form of check containing
the imprint of any device or other matter desired by Fund. Said checks must,
however, be of a form and size convenient for use by IFTC.
B. If Fund desires to include additional printed matter, financial statements,
etc., with the dividend checks, the same will be furnished IFTC within a
reasonable time prior to the date of mailing of the dividend checks, at the
expense of Fund.
C. If Fund desires its distributions mailed in any special form of envelopes,
sufficient supply of the same will be furnished to IFTC but the size and form of
said envelopes will be subject to the approval of IFTC. If stamped envelopes are
used, they must be furnished by Fund; or if postage stamps
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are to be affixed to the envelopes, the stamps or the cash necessary for such
stamps must be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent for the Fund, into
which the funds for payment of dividends, distributions, redemptions or other
disbursements provided for hereunder with respect to the Fund's stock will be
deposited, and against which checks for amounts payable from will be drawn.
E. IFTC is authorized and directed to stop payment of checks theretofore issued
hereunder, but not presented for payment, when the payees thereof allege either
that they have not received the checks or that such checks have been mislaid,
lost, stolen, destroyed or through no fault of theirs, are otherwise beyond
their control, and cannot be produced by them for presentation and collection,
and, to issue and deliver duplicate checks in replacement thereof.
21. Termination of Agreement
A. This Agreement may be terminated by either party upon receipt of ninety (90)
days written notice from the other party.
B. Fund, in addition to any other rights and remedies, shall have the right to
terminate this Agreement forthwith upon the occurrence at any time of any of the
following events:
(1) Any interruption or cessation of operations by IFTC or its assigns which
materially interferes with the business operation of Fund;
(2) The bankruptcy of IFTC or its assigns or the appointment of a receiver for
IFTC or its assigns;
(3) Any merger, consolidation or sale of substantially all the assets of IFTC or
its assigns;
(4) The acquisition of a controlling interest in IFTC or its assigns, by any
broker, dealer, investment adviser or investment company except as may presently
exist; or
(5) Failure by IFTC or its assigns to perform its duties in accordance with the
Agreement, which failure materially adversely affects the business operations of
Fund and which failure continues for thirty (30) days after receipt of written
notice from Fund.
C. If at any time this Agreement will be terminated by Fund pursuant to
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clause (1), (2) or (5) of Section 21.B., IFTC will assign this Agreement to DST
Systems Inc. who will assume the duties and obligations agreed to by IFTC under
the same terms and conditions expressed herein.
D. In the event of termination, Fund will promptly pay IFTC all amounts due to
IFTC hereunder.
22. Assignment
A. Neither this Agreement nor any rights or obligations hereunder may be
assigned by IFTC without the written consent of Fund; provided, however, no
assignment will relieve IFTC of any of its obligations hereunder.
B. This Agreement will inure to the benefit of and be binding upon the parties
and their respective successors and assigns.
23. Confidentiality
A. IFTC agrees that, except as provided in the last sentence of Section 19.J
hereof, or as otherwise required by law, IFTC will keep confidential all records
of and information in its possession relating to Fund or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the consent of Fund.
B. Fund agrees to keep confidential all financial statements and other financial
records (other than statements and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and other technical information and
data, not publicly disclosed, relating to IFTC's operations and programs
furnished to it by IFTC pursuant to this Agreement and will not disclose the
same to any person except at the request or with the consent of IFTC.
24. Survival of Representations and Warranties
A. All representations and warranties by either party herein contained will
survive the execution and delivery of this Agreement.
25. Miscellaneous
A. This Agreement is executed and delivered in the State of Missouri and shall
be governed by the laws of said state.
B. All the terms and provisions of this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the respective successor and assigns of
the parties hereto.
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C. No provisions of the Agreement may be amended or modified, in any manner
except by a written agreement properly authorized and executed by both parties
hereto.
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 may be executed simultaneously 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.
F. If any part, term or provision of this Agreement is by the courts held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
G. Notices, requests, instructions and other writings received by Fund at
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such address as Fund may have
designated to IFTC in writing, will be deemed to have been properly given to
Fund hereunder; and notices, requests, instructions and other writings received
by IFTC at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or to such
other address as it may have designated to Fund in writing, will be deemed to
have been properly given to IFTC hereunder. Until further notice is given to
IFTC, all notices and writings to be delivered to the Fund by IFTC shall be
given to ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇/▇ ▇▇▇▇▇ & ▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ and IFTC shall on a best efforts basis also give a copy to ▇▇. ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇/▇ ▇▇▇▇▇ & ▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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ATTEST: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Secretary
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COWEN INCOME GROWTH + FUND, INC.
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer
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ATTEST: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary Exhibit A
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TRANSFER AGENCY SERVICES AND SYSTEMS FEATURES
Functions
A. Issuance of stock certificates
B. Recording of noncertificate shares
C. Purchase, redemptions, exchanges, transfers and legals
D. Changes of address, etc.
E. Daily balancing of fund
F. Dividend calculation and disbursement
G. Mailing of quarterly, semi-annual or annual reports
H. Filing of 1099/1042 information to shareholders and government
I. Provide N-SAR information
J. Systematic withdrawal plans
K. Preauthorized checks
L. Purchase reminders
M. Reconcilement of dividend and disbursement accounts
N. Provide research and correspondence to shareholder's inquiries
O. Daily communication of reports to funds
P. Provide listings, labels and other special reports
Q. Proxy issuance and tabulation
R. Annual statements of shareholders on microfilm
S. Blue-sky reports
T. Wire order processing
U. 12b-1 processing
EXHIBIT B
INSURANCE COVERAGE
Insurance coverages maintained by IFTC effective January 1, 1988.
Description of Policy:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of
securities on or outside of premises while in possession of authorized
person, loss caused by forgery or alteration of checks or similar
instruments.
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Coverage: 75,000,000
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and
omissions.
Coverage: $10,000,000
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of
customers processed by insured but drawn on or against them.
Coverage: $500,000
Mail Insurance (applies to all full service operations)
Provides indemnity for security lost in the mails.
Coverage:
$10,000,000 nonnegotiable securities mailed to domestic locations via
registered mail.
$1,000,000 nonnegotiable securities mailed to domestic locations via
first-class or certified mail.
$1,000,000 nonnegotiable securities mailed to foreign locations via
registered mail.
$1,000,000 negotiable securities mailed to all locations via registered mail.