EXHIBIT 99-9(a)(1)
TRANSFER AND DIVIDEND DISBURSING AGENCY AGREEMENT
AGREEMENT made as of this 1st day of April, 1988 by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇
INVESTMENT COMPANY, a Maryland corporation having its principal place of
business at First ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
called the "Investment Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
COMPANY, a Washington corporation having its principal place of business at
First ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Firm." or
"Transfer Agent").
WITNESSETH THAT:
WHEREAS, Investment Company (i) is a diversified, open-end management investment
company of the "series" type and is registered as such under the Investment
Company Act of 1940, as amended, (ii) offers shares of classes of capital stock
identified in Schedule A with each class evidencing an interest in a separate
portfolio of investment securities (each of which is herein referred to as a
"Fund"), and may subsequently offer shares of additional Funds to be organized
and made subject to the provisions of this Agreement in accordance with
paragraph 26 hereof; and
WHEREAS, Investment Company desires to retain the Transfer Agent to render
transfer agency and dividend disbursing agency services to the Investment
Company and the Transfer Agent has agreed to act as Transfer Agent of the
Investment Company and as its Dividend Disbursing Agent;
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:
FRIMCo. is hereby appointed Transfer Agent for the Stock of the Investment
Company and shall act as Plan Agent if one or more Plans exist for shareholders
of the Investment Company under the following terms and conditions:
DOCUMENTS
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1. In connection with the appointment of FRIMCo. as Transfer Agent, the
Investment Company shall file with FRIMCo. the following documents:
A. Certified copies of the Articles of Incorporation of the Investment
Company and all amendments thereto;
B. A certified copy of the Bylaws of the Investment Company as amended to
date;
C. A copy of the resolution of the Board of Directors of the Investment
Company authorizing the Agreement;
D. Specimens of all forms of outstanding and new stock certificates in
the forms approved by the Board of Directors of the Investment Company
with a certificate of the Secretary of the Investment Company as to
such approval;
E. All account application forms and other documents relating to
shareholder's accounts;
F. Copies of all documents relating to plans instituted by the Investment
Company, including periodic investment and withdrawal plans, for which
FRIMCo. is to act as Plan Agent;
G. An opinion of counsel for the Investment Company with respect to the
validity of the Stock, the number of shares authorized, the status of
redeemed shares and the number of shares with respect to which a
Registration Statement has been filed and is in effect.
FURTHER DOCUMENTATION
---------------------
2. The Investment Company will also furnish from time to time the following
documents:
A. Each resolution of the Board of Directors of the Investment Company
authorizing the original issue of its shares;
B. Each Registration Statement filed with the Securities and Exchange
Commission and amendments thereof and orders relating thereto in
effect with respect to the sale of shares of the Investment Company;
C. A certified copy of each amendment to the Articles of Incorporation
and the By-Laws of the Investment Company;
D. Certified copies of each resolution of the Board of Directors
authorizing officers to give instructions to FRIMCo.;
E. Specimens of all new stock certificates accompanied by Board of
Directors resolutions approving such forms;
F. Such other certificates, documents or opinions which FRIMCo. may, in
its discretion, deem necessary or appropriate in the proper
performance of its duties.
AUTHORIZED SHARES
-----------------
3. The Investment Company certifies to FRIMCo. that as of the close of
business on the date of the Agreement, it has authorized, shares of its
Stock, as stated in the then current Prospectus and Statement of Additional
Information, and certifies that by virtue of its Articles of Incorporation
and the provisions of the law of the state of its incorporation shares of
its Stock which are redeemed by the Funds from their holders are restored
to the status of authorized and unissued shares.
TRANSFER AGENT TO REGISTER SHARES
---------------------------------
4. FRIMCo. shall record issues of shares of the Stock of the Funds. Except as
specifically agreed in writing between FRIMCo. and the Investment Company,
FRIMCo. shall have no obligation, when crediting shares or countersigning
and issuing certificates for shares, to take cognizance of any other laws
relating to the issue and sale of such shares.
TRANSFER AGENT TO RECORD TRANSFER
---------------------------------
5. FRIMCo., upon receipt of proper instructions for transfer and surrender to
it of certificates, if any, in proper form for transfer, is authorized to
transfer on the records of the Funds maintained by it from time to time
shares of the Fund's Stock, and upon cancellation of surrendered
certificates, if any, to credit a like amount of shares to the transferee
and to countersign, issue and deliver new certificates if requested.
STOCK CERTIFICATES
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6. The Investment Company shall supply FRIMCo. with a sufficient supply of
blank stock certificates and from time to time shall renew such supply upon
request of FRIMCo. Such blank stock certificates shall be properly signed,
manually or by facsimile, if authorized by the Investment Company, and
shall bear the corporate seal or facsimile thereof of the Investment
Company; and notwithstanding the death, resignation or removal of any
officers of the Investment Company authorized to sign certificates of
stock, FRIMCo. may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise directed by
the Investment Company.
RECEIPT OF FUNDS
----------------
7. Upon receipt at the office designated by FRIMCo. of any check or other
drawn or endorsed to it as transfer agent for the Investment Company or as
plan agent for any shareholder of the Funds or otherwise identified as
being for the account of the Funds and in the case of a new account
accompanied by a new account application or sufficient information to
establish an account, FRIMCo. shall stamp the check or other order with the
date of receipt, shall forthwith process the same for collection and, as of
the opening of business on the second business day following receipt of
such check or other order, shall credit federal funds to the Funds in the
face amount of the check or other instrument and shall deposit the amount
due the Funds to the Custodial account of the Funds. Upon receipt of funds
through the Federal Reserve Wire System or conversion into federal funds of
funds transmitted by other bank wire transfer systems, FRIMCo. shall notify
the Funds of such deposits, such notification to be given on daily basis.
FRIMCo. shall credit the shareholder's account with number of shares
purchased according to the price of the Funds shares in effect for such
purchases as set forth in the Investment Company's then current prospectus.
ISSUE OF SHARE CERTIFICATES
---------------------------
8. If an investor requests a share certificate, Transfer Agent shall
countersign and mail by first class mail, a share certificate to the
investor at his address as set forth on the transfer books of the Funds,
subject to any instructions for delivery of certificates which the
Investment Company may give to FRIMCo. and subject to the limitation that
no certificates representing newly purchased shares shall be mailed to the
investor until the cash purchase price of such shares has been deposited in
the bank account of the Funds maintained by the Custodian.
RETURNED CHECKS
---------------
9. In the event that any check or other order for the payment of money is
returned unpaid for any reason, FRIMCo. shall:
A. Give prompt notification to the Investment Company of the
nonpayment of said check.
B. In the absence of other instructions from the Investment Company, take
such steps as may be necessary to cancel promptly any shares purchased
on the basis of such returned check and shall cancel accumulated
dividends for such account.
NOTICE OF DISTRIBUTION
----------------------
10. The Investment Company shall promptly inform FRIMCo. of the declaration of
any dividend or distribution on account of its Stock.
DISTRIBUTIONS
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11. FRIMCo. shall act as Dividend Disbursing Agent for the Investment Company,
and, as such, in accordance with the provisions of the Investment Company's
Articles of Incorporation and then current Prospectus and Statement of
Additional Information shall prepare and mail or credit income and capital
gain payments to investors. As the Dividend Disbursing Agent it shall, on
or before the payment date of any such dividend or distribution, notify the
Custodian of the estimated amount required to pay any portion of said
dividend or distribution which is payable in cash, and the Investment
Company agrees that on or before the payment date of such distribution, it
shall instruct the Custodian to make available to the Dividend Disbursing
Agent sufficient funds for the cash amount to be paid out. If an investor
is entitled to receive additional shares by virtue of any such distribution
or dividend, appropriate credits will be made to his account and/or
certificates delivered where requested.
REDEMPTIONS
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12. FRIMCo. shall process each order for the redemption of shares accepted by
it on behalf of the Funds from or on behalf of an investor and shall mail
to the investor a confirmation showing trade date, number of full and
fractional shares redeemed (in the case of a fractional share, rounded to
three decimal places), the price per share and the total redemption
proceeds. In the event of a complete redemption, such confirmation shall
show, in addition, the amount of accumulated dividends included in such
total redemption proceeds not previously reported to the investor in a
monthly statement and the total distributions for the year to date. FRIMCo.
shall either (a) prepare, affix the appropriate facsimile signature to,
address and mail a check in the appropriate amount to the appropriate
person or, (b) in the event redemption proceeds are to be wired through the
Federal Reserve Wire system or by bank wire cause such proceeds to be wired
in federal funds to the bank or trust company account designated by the
investor for receiving such proceeds. The requirements as to instruments of
transfer and other documentation, the applicable redemption price and the
time of payment shall be as provided in the then currently effective
prospectus, subject to such supplemental requirements consistent with such
prospectus as may be established by mutual agreement between the Investment
Company and FRIMCo. If FRIMCo. or the Investment Company determines that a
request for redemption does not comply with the requirements for
redemption, FRIMCo. shall promptly so notify the investor, together with
the reason therefor, and shall effect such redemption at the price in
effect at the time of receipt of documents complying with said standards.
FRIMCo. shall notify the Custodian and the Investment Company on each
business day of the amount of cash required to meet payments made pursuant
to the provisions of this paragraph and the Investment Company shall
instruct the Custodian to make available from time to time sufficient funds
therefor in the liquidation account of the Funds.
Procedures and standards for redemptions in kind and for effecting and accepting
redemption orders from investors by telephone shall be established by mutual
agreement between FRIMCo. and the Investment Company consistent with the then
current prospectus.
The Transfer Agent is authorized, upon receipt of Written Instructions from the
Investment Company, to make payment upon redemption of shares without a
signature guarantee. The Investment Company hereby agrees to indemnify and hold
the Transfer Agent, its successors and assigns, harmless of and from any and all
expenses, damages, claims, suits, liabilities, actions, demands, losses
whatsoever arising out of or in connection with a payment by the Transfer Agent
upon redemption of shares without a signature guarantee pursuant to proper
Written Instructions if such expense, damage, claim, suit, etc. is not the
result of negligence or willful misconduct by the Transfer Agent and upon the
request of the Transfer Agent the Investment Company shall assume the entire
defense of any action, suit claims subject to the foregoing indemnity.
The authority of FRIMCo. to perform its responsibilities under this paragraph 12
shall be suspended upon receipt of notification by it of the suspension of the
determination of the Fund's net asset value.
WITHDRAWAL PLANS
----------------
13. FRIMCo. shall process withdrawal orders in accordance with the terms of any
withdrawal plans instituted by the Investment Company and duly executed by
investors. Payments upon such withdrawal orders and redemptions of shares
held in withdrawal plan accounts for such payments shall be made at such
times as the Investment Company may determine with the approval of FRIMCo.
TAX RETURNS
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14. FRIMCo. shall prepare, file with the Internal Revenue Service and with the
appropriate State Agencies, and, if required, mail to investors such
returns for reporting dividends and distributions paid as are required to
be so filed and mailed, and shall withhold such sums as are required to be
withheld under applicable Federal and State income tax laws, rules and
regulations.
BOOKS AND RECORDS
-----------------
15. FRIMCo. shall maintain records showing for each investor's account the
following:
A. Names, addresses and tax identifying numbers;
B. Number of shares held;
C. Historical information regarding the account of each shareholder,
including dividends paid and date and price for all transactions;
D. Any stop or restraining order placed against the account;
E. Information with respect to withholdings in the case of a foreign
account;
F. Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current maintenance of
the account;
G. Certificate numbers and denominations for any shareholder holding
certificates;
H. Any information required in order for FRIMCo. to perform the
calculations contemplated or required by this Agreement.
Any such records required to be maintained by Rule 31a-1 of the General Rules
and Regulations under the Investment Company Act of 1940 shall be preserved for
the periods prescribed in Rule 31a-2 of said rules as specifically noted below.
Such record retention shall be at the expense of the Investment Company and
records may be inspected by the Investment Company at reasonable times. FRIMCo.
may, at its option at any time, and shall forthwith upon the Investment
Company's demand, turn over to the Investment Company and cease to retain in
FRIMCo.'s files, records and documents created and maintained by FRIMCo.
pursuant to this Agreement, which are no longer needed by FRIMCo. in performance
of its services or for its protection. If not so turned over to the Investment
Company, such records and documents will be retained by FRIMCo. for six years
from the year of creation, during the first two of which such documents will be
in readily accessible form. At the end of the six year period, such records and
documents will either be turned over to the Investment Company, or destroyed in
accordance with the Investment Company's authorization.
INSPECTION OF RECORDS
---------------------
16. In case of any request or demand for the inspection of the share records of
the Investment Company, the Transfer Agent shall immediately notify the
Investment Company and secure instructions as to permitting or refusing
such inspection. All records of the Investment Company are confidential and
will not be released to any party prior to notice to and authorization by
Investment Company unless required by applicable law or regulations,
provided that the Transfer Agent 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 so to do pursuant to any valid court order or decree.
INFORMATION TO BE FURNISHED TO THE INVESTMENT COMPANY
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17. FRIMCo. shall furnish to the Investment Company periodically as agreed upon
the following information:
A. A copy of the daily transaction register;
B. Dividend and reinvestment blotters;
C. The total number of shares distributed in each state for "blue
sky" purposes as determined according to instructions delivered
from time to time by the Investment Company to FRIMCo.
OTHER INFORMATION TO THE INVESTMENT COMPANY
-------------------------------------------
18. FRIMCo. shall furnish to the Investment Company such other information,
including shareholder lists, and statistical information as may be agreed
upon from time to time.
CORRESPONDENCE
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19. FRIMCo. shall answer correspondence from shareholders relating to their
share accounts and such other correspondence as may from time to time be
mutually agreed upon.
PROXIES
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20. FRIMCo. shall mail such proxy cards and other material supplied to it by
the Investment Company in connection with shareholder meetings of the Funds
and shall receive, examine and tabulate returned proxies and certify the
vote of the Funds.
FEES AND CHARGES
----------------
21. FRIMCo. shall receive such compensation from the Investment Company for its
services as the Investment Company's Transfer and Dividend Agent, as Plan
Agent for shareholders of the Investment Company, and for its other duties
pursuant hereto as may be agreed from time to time, and shall be reimbursed
for the cost of any and all forms, including blank checks and proxies, used
by it in communicating with shareholders of the Funds, or especially
prepared for use in connection with its actions hereunder, as well as the
cost of postage, telephone and telegraph used in communicating with
shareholders of the Funds, it being agreed that FRIMCo., prior to ordering
any forms in such supply as it estimates will be adequate for more than two
years use, shall obtain the written consent of the Investment Company. All
forms for which FRIMCo. has received reimbursement from the Investment
Company shall be and remain the property of the Investment Company until
used.
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
--------------------------------------------------
22. The Investment Company assumes full responsibility for insuring that the
contents of each Prospectus and Statement of Additional Information of the
Investment Company complies with all applicable requirements of the
Securities ▇▇▇ ▇▇▇▇, as amended, the Investment Company Act of 1940, as
amended, and any laws, rules and regulations of governmental authorities
having jurisdiction.
INDEMNIFICATION
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23. The Investment Company shall indemnify and hold FRIMCo. harmless from all
loss, cost, damage, and expense, incurred by it resulting from any claim,
demand, action or suit arising directly or indirectly out of or in
connection with the performance of its duties hereunder as Transfer and
Dividend Disbursing Agent and Plan Agent, or as a result of acting upon any
instruction believed by it to have been executed by a duly authorized
officer of the Investment Company, or upon any information, data, records
or documents provided FRIMCo. or its agents by computer tape, telex, CRT
data entry or other similar means authorized by the Investment Company,
provided that this indemnification shall not apply to actions or omissions
of FRIMCo. in cases of its own willful misconduct or negligence. In order
that the indemnification provision contained in this paragraph 23 shall
apply, however, it is understood that if in any case the Investment Company
may be asked to indemnify or save FRIMCo. harmless, the Investment Company
shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FRIMCo. will use
all reasonable care to identify and notify the Investment Company promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Investment
Company. The Investment Company shall have the option to defend FRIMCo.
against any claim which may be the subject of this indemnification, and in
the event that the Investment Company so elects it will so notify FRIMCo.,
and thereupon the Investment Company shall take over complete defense of
the claim, and FRIMCo. shall in such situations incur no further legal or
other expenses for which it shall seek indemnification under this
paragraph. FRIMCo. shall in no case confess any claim or make any
compromise in any case in which the Investment Company will be asked to
indemnify FRIMCo. except with the Investment Company's prior written
consent.
FURTHER ACTIONS
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24. Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
AMENDMENT AND TERMINATION
-------------------------
25. This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement may be terminated at
any time by one hundred twenty (120) day's written notice given by one
party to the other .
ADDITIONAL PROVISIONS
---------------------
26. In the event that the Investment Company establishes additional Funds with
respect to which it desires to have FRIMCo. render services as Transfer
Agent, Dividend Disbursing Agent and Plan Agent under the terms hereof, it
shall so notify FRIMCo. in writing, and if FRIMCo. agrees in writing to
provide such services, such Fund or Funds shall become subject to all
provisions contained herein.
ASSIGNMENT
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27. 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 Investment Company without the
written consent of the Transfer Agent or by the Transfer Agent without the
written consent of the Investment Company.
GOVERNING LAW
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28. This Agreement shall be governed by the laws of the State of Washington.
EXECUTED under seal as of the day and year first above written:
ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
▇▇▇▇ ▇▇▇▇, Secretary ▇▇▇▇ ▇▇▇▇▇▇▇▇, President
ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary ▇▇▇▇ ▇▇▇▇▇▇▇▇, President
SCHEDULE A
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY
EQUITY I
EQUITY II
EQUITY III
EQUITY Q
INTERNATIONAL
FIXED INCOME I
FIXED INCOME II
MONEY MARKET
DIVERSIFIED EQUITY
SPECIAL GROWTH
EQUITY INCOME
QUANTITATIVE EQUITY
INTERNATIONAL SECURITIES
DIVERSIFIED BOND
VOLATILITY CONSTRAINED BOND
LIMITED VOLATILITY TAX-FREE
U.S. GOVERNMENT MONEY MARKET
TAX FREE MONEY MARKET
SCHEDULE B
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT COMPANY
FEE SCHEDULE
FOR
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY
. Shareholder Services $15.00 per Transaction
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oo Includes: Purchases, redemptions, exchanges,
transfers, adjustments
oo Excludes: Dividends and Capital Gain activity
. Out of Pocket Expenses Cost:
----------------------
oo Proxies issued and tabulated for special meetings
oo Counsel fees, forms, magnetic tape shipments, postage, stationery,
computer paper, microfiche, microfilm, checks, wires incoming and
outgoing, telephone, telecommunication connection to system, folding,
manual insertion, bulk mailing and additional inserts with
statements/checks
oo Expenses incurred to satisfy all governmental legislation and
regulations
oo Any other special or extraordinary requirements as mutually agreed
upon