Exhibit 99.h(5)
TRANSFER AGENCY AGREEMENT
AGREEMENT dated the 16/th/ day of December, 2002, by and between ▇▇▇▇▇▇▇
Investment Services Company, a Delaware corporation ("Service Company"), and
each Registered Investment Company listed in Exhibit A attached hereto (each a
"Fund" or "Trust" or "Investment Company" as the case may be; collectively, the
"Funds" or "Investment Companies").
WHEREAS, the Funds want to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, and the Service Company wants 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 Service Company as Transfer Agent and Dividend Disbursing Agent for the
Funds and Investment Companies, there will be filed with Service Company
the following documents:
A. A certified copy of the resolutions of the Board of Trustees or Board
of Directors of the Investment Companies (the "Board") appointing
Service Company as Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating certain persons
to give written instructions and requests on behalf of the Funds.
B. A certified copy of the resolutions of the Board of Trustees or Board
of Directors of the Funds appointing Service Company as Transfer Agent
and Dividend Disbursing Agent, approving the form of this Agreement,
and designating certain persons to give written instructions and
requests on behalf of the Funds.
C. A certified copy of the Funds' Articles of Incorporation, and any
amendments thereto.
D. A certified copy of the Bylaws of the Funds.
E. Copies of Registration Statements filed with the Securities and
Exchange Commission.
F. Specimens of all forms of outstanding share certificates as approved
by the Board of Trustees or Board of Directors of the Funds, with a
certificate of the Secretary of the Funds as to such approval.
G. Specimens of the signatures of the officers of the Funds authorized to
sign
share certificates and individuals authorized to sign written
instructions and requests on behalf of the Funds.
I. An opinion of counsel for the Funds:
(1) With respect to Funds' organization and existence under the
laws of the governing jurisdiction where each entity was
formed.
(2) With respect to the status of all shares of the Funds
covered by this appointment under the Securities Act of
1933, and any other applicable federal or state statute.
(3) To the effect that all issued shares are, and all unissued
shares will be when issued, validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of Service Company. Service Company
represents and warrants to the Funds that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
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 Certificate of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. All requisite corporate action has been taken to authorize it to
enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of the Funds. The Funds represent
and warrant to Service Company that:
A. It is duly organized and in good standing under the laws of the
jurisdiction where it was formed.
B. It is an investment company registered under the Investment
Company Act of 1940.
C. A registration statement under the Securities Act of 1933 has
been filed
and will be effective with respect to all shares of the Funds
being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register Funds'
shares for sale in all applicable states, including the District
of Columbia.
E. The Trustees of the Funds are empowered under applicable laws and
by the Articles of Incorporation and Bylaws to enter into and
perform this Agreement.
F. The Board of Directors of the Funds are empowered under
applicable laws and by the Funds' Articles of Incorporation and
Bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, the Funds
hereby employs and appoints Service Company as Transfer Agent and
Dividend Disbursing Agent effective the date hereof.
B. Service Company hereby accepts such employment and appointment
and agrees that it will act as Funds' Transfer Agent and Dividend
Disbursing Agent. Service Company agrees that it will also act as
agent in connection with the Funds' periodic withdrawal payment
accounts and other open-account or similar plans for
shareholders, if any.
C. Service Company agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
D. The Funds' agree to use all reasonable efforts to deliver to
Service Company in Kansas City, Missouri, as soon as they are
available, all its shareholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof, Service
Company agrees that it will perform all 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 canceling
share certificates, maintaining all shareholder accounts,
preparing shareholder meeting lists, mailing proxies, receiving
and tabulating proxies, mailing shareholder reports and
prospectuses, withholding federal income taxes, preparing and
mailing checks for disbursement of income and capital gains
dividends, preparing and filing all required U.S. Treasury
Department information returns for all shareholders, preparing
and mailing confirmation forms to shareholders and dealers with
respect to all purchases and liquidations of the Trusts'
and Funds' shares and other transactions in shareholder accounts
for which confirmations are required, recording reinvestments of
dividends and distributions in the Trusts' and Funds' shares,
recording redemptions of Trusts' and Funds' shares and preparing
and mailing checks for payments upon redemption and for
disbursements to systematic withdrawal plan shareholders.
F. Service Company agrees to comply with the provisions of the USA
PATRIOT Act and the BSAct, as they relate to the Funds and
Companies. Service Company further agrees to establish and
implement an Anti-Money Laundering Program, as defined in Setion
352 of the USA PATRIOT Act. In addition to the usual and ordinary
services of Transfer Agent and Dividend Disbursing Agent set
forth in this Agreement, Service Company shall perform with the
USA PATRIOT Act and the BSAct, including but not limited to
implementing policies and procedures, maintaining books and
records and responding to requests for information pursuant to
the USA PATRIOT Act and the BSAct.
5. Compensation and Expenses.
A. In consideration for the services provided hereunder by Service
Company as Transfer Agent and Dividend Disbursing Agent, Funds'
will pay to Service Company from time to time compensation as
agreed upon for all services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other disbursements
incurred in connection with the agency. Such compensation will be
set forth in a separate schedule to be agreed to by the Funds and
Service Company.
B. The Funds agree to promptly reimburse Service Company for all
reasonable out-of-pocket expenses or advances incurred by Service
Company in connection with the performance of services under this
Agreement including, but not limited to, postage (and first class
mail insurance in connection with mailing share 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 transactions in shareholder accounts and computer tapes
used for permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms. Service Company
may, at its option, arrange to have various service providers
submit invoices directly to the Fund for payment of out-of-pocket
expenses reimbursable hereunder.
C. Service Company shall be contractually bound hereunder by the
terms of any publicly announced fee cap or waiver of its fee or
by the terms of any written document provided to the Funds' Board
of Trustees or Board of Directors announcing a fee cap or waiver
of its fee, or any limitation of the
Funds' expenses, as if such fee cap, fee waiver or expense
limitation were fully set forth herein.
Except as provided herein, the terms and provisions of the Agreement
shall remain in full force and effect without amendment.
6. Efficient Operation of Service Company System.
A. In connection with the performance of its services under this
Agreement, Service Company is responsible for the accurate and
efficient functioning of its system at all times, including:
(1) The accuracy of the entries in Service Company's records
reflecting purchase and redemption orders and other
instructions received by Service Company from dealers,
shareholders, Fund or its principal underwriter.
(2) The timely availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and
other shareholder account information to be produced from
Service Company's 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, Fund or other authorized persons.
(5) The deposit daily in Funds' appropriate special bank account
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 rightfulness of transfers, redemptions and
other shareholder account transactions, all in conformance
with Service Company's present procedures with such changes
as may be deemed reasonably appropriate by Service Company
or as may be reasonably approved by or on behalf of the
Funds.
(7) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from time to
time by Fund and Service Company, at a secure distant
location, in form available and usable forthwith in the
event of any breakdown or disaster disrupting its main
operation.
(8) Maintain records in compliance of the Uniting and
Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, as
may be amended from time to time, and all regulations
promulgated pursuant thereto (collectively, the "USA PATRIOT
ACT") and the Bank Secrecy Act, as amended, and any
regulations promulgated pursuant thereto (collectively, the
"BSA"), and particularly will maintain those records
required to be maintained pursuant to sub paragraph (2)(iv)
of paragraph (b) of Rule 31a-1 under the Investment Company
Act of 1940, if any:
(9) Establish and implement an Anti-Money Laundering Program, as
defined in Section 352 of the USA PATRIOT ACT.
7. Indemnification.
A. The Funds shall indemnify and hold Service Company harmless from
and against any and all claims, actions, suits, losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or omission by
Service Company pursuant to this Agreement or in connection with
the agency relationship created by this Agreement, provided that
Service Company has acted in good faith, without negligence and
without willful misconduct.
B. Service Company shall indemnify and hold Funds harmless from and
against any and all claims, actions, suits, losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or omission by
Service Company pursuant to this Agreement or in connection with
the agency relationship created by this Agreement, provided that
Service Company has not acted in good faith, without negligence
and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such party
advised with respect to all developments concerning such claim.
The Indemnifying Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding settlement of the
claim. If the Indemnifying Party assumes control, the Indemnitee
shall have the option to participate in the defense and
negotiations of such claim at its own expense. The Indemnitee
shall in no event confess, admit to, compromise, or settle any
claim for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of the
Indemnifying Party, which shall not be unreasonably withheld.
8. Certain Covenants of Service Company and the Funds.
A. All requisite steps will be taken by Funds from time to time when
and as necessary to register the Funds' shares for sale in all
states in which Funds' shares shall at the time be offered for
sale and require registration. If at any time the Fund receives
notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Fund shares, or of any
stop order or other proceeding under the Federal securities laws
affecting the sale of the Fund shares, the appropriate Fund will
give prompt notice thereof to Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to Funds for
safekeeping of share certificates, check forms, and facsimile
signature imprinting devices. Further, Service Company agrees to
carry insurance as specified in Exhibit B hereto, with insurers
reasonably acceptable to Funds and in minimum accounts that are
reasonably acceptable to Funds, which consent shall not be
unreasonably withheld, and which will be expanded in coverage or
increased in amounts from time to time if an when reasonably
requested by Funds. If Service Company determines that it is
unable to obtain any such insurance upon commercially reasonable
terms, it shall promptly so advise the Fund in writing. In such
event, Fund shall have the right to terminate this Agreement upon
30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, Service Company agrees that all
records maintained by Service Company relating to the services to
be performed by Service Company under this Agreement are the
property of Fund and will be preserved and will be surrendered
promptly to Fund upon request.
D. Service Company agrees to furnish Fund semi-annual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other reasonably available financial
information reasonably requested by Fund. The annual financial
statements will be certified by Service Company's certified
public accountants.
E. Service Company represents and agrees that it will use all
reasonable efforts to keep current on the trends of the
investment company industry relating to shareholder services and
will use all reasonable efforts to continue to modernize and
improve its system without additional cost to Fund.
F. Service Company will permit Funds and authorized representatives
to make periodic inspections of its operations at reasonable
times during business hours. All books and records required to be
maintained for the
Funds under the USA PATRIOT Act and the BSAct shall be made
available, for inspection and copying, to the U.S. Department of
Treasury's Financial Crimes Enforcement Network and the
Securities and Exchange Commission as may be requested pursuant
to the USA PATRIOT Act and the BSAct.
G. If Service Company is prevented from complying, either totally or
in part, with any of the terms or provisions of this Agreement,
by reason of fire, flood, storm, strike, lockout or other labor
trouble, riot, war, rebellion, accidents, acts of God, equipment,
utility or transmission failure or damage, and/or any other cause
or casualty beyond the reasonable control of Service Company,
whether similar to the foregoing matters or not, then, upon
written notice to Fund, the requirements of this Agreement that
are affected by such disability, to the extent so affected, shall
be suspended during the period of such disability; provided,
however, that Service Company shall make reasonable effort to
remove such disability as soon as possible. During such period,
Fund may seek alternate sources of service without liability
hereunder; and Service Company will use all reasonable efforts to
assist Fund to obtain alternate sources of service. Service
Company shall have no liability to Fund for nonperformance
because of the reasons set forth in this Section 8.G; but if a
disability that, in Fund's reasonable belief, materially affects
Service Company's ability to perform its obligations under this
Agreement continues for a period of 30 days, then Fund shall have
the right to terminate this Agreement upon 10 days written notice
to Service Company.
9. Adjustment.
In case of any recapitalization, readjustment or other change in the
structure of the Funds, requiring a change in the form of share
certificates, Service Company 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 the following:
A. Written instructions from the appropriate officer of the Funds.
B. Certified copy of any amendment to the Funds' Articles of
Incorporation or other document effecting the change
C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no order
or consent of any other government or regulatory authority is
required.
D. Specimens of the new certificates in the form approved by the
appropriate Board of Trustees or Board of Directors, with a
certificate of the from the appropriate Secretary of the Fund to
such approval.
E. Opinion of counsel for Funds and Companies:
(1) With respect to the status of the shares of the Funds, in
the new form under the Securities Act of 1933, and any other
applicable federal or state laws.
(2) To the effect that the issued shares in the new form are,
and all unissued shares will be when issued, validly issued,
fully paid and non-assessable.
10. Share Certificates.
The Funds will furnish Service Company with a sufficient supply of
blank share certificates and from time to time will renew such supply
upon the request of Service Company. Such certificates will be signed
manually or by facsimile signatures of the appropriate officers of the
Funds authorized by law and Bylaw of the appropriate Fund, and to sign
share certificates and, if required, will bear the seal or facsimile
thereof.
11. Death, Resignation or Removal of Signing Officer.
The Funds will file promptly with Service Company written notice of
any change in the officers authorized to sign share certificates,
written instructions or requests, together with two signature cards
bearing the specimen signature of each newly authorized officer, all
as certified by an appropriate officer of the Funds. In case any
officer of Funds who will have signed manually or whose facsimile
signature will have been affixed to blank share certificates will die,
resign, or be removed prior to the issuance of such certificates,
Service Company may issue or register such share certificates as the
share certificates of the Funds notwithstanding such death,
resignation, or removal, until specifically directed to the contrary
by the Funds in writing. In the absence of such direction, Funds will
file promptly with Service Company such approval, adoption, or
ratification as may be required by law.
12. Future Amendments of Articles of Incorporation.
The Funds will promptly file with Service Company copies of all
material amendments to its respective Articles of Incorporation and
Registration Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time Service Company may apply to any officer of the Funds for
instructions, and may consult with legal counsel for the Funds, at the
expense of the appropriate Funds, or with its own legal counsel at its
own expense, 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. Service Company is authorized to act on the orders,
directions or instructions of such persons as the Board of Trustees or
Board of Directors shall from time to time designate by resolution.
Service Company will be protected in acting upon any paper or
document, including any orders, directions or instructions, reasonably
believed by it to be genuine and to have been signed by the proper
person or persons; and Service Company will not be held to have notice
of any change of authority of any person so authorized by the Funds
until receipt of written notice thereof from the appropriate Fund.
Service Company will also be protected in recognizing share
certificates that it reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Funds, and the proper
countersignature of any former Transfer Agent or Registrar, or of a
Co-Transfer Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by Service Company 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 legal counsel for Service Company,
which approval will not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Agreement and Articles of Incorporation of
Funds and copies of all amendments thereto will be certified by the
appropriate official of the jurisdiction where it was formed; and if
such Agreement and Articles of Incorporation and amendments are
required by law to be also filed with a county, city or other officer
or official body, a certificate of such filing will appear on the
certified copy submitted to Service Company. A copy of the order or
consent of each governmental or regulatory authority required by law
for the issuance of Fund shares 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 Trustees or Board of
Directors will be certified by the Secretary or an Assistant Secretary
of the appropriate Fund.
16. Records.
Service Company will maintain customary records in connection with its
agency, and particularly will maintain those records required to be
maintained pursuant to sub-paragraph (2)(iv) of paragraph (b) of Rule
31a-1 under the Investment Company Act of 1940, if any. Service
Company shall create and maintain true and complete books and records
as required for the Fund by the USA PATRIOT Act and the BSA.
17. Disposition of Books, Records and Cancelled Certificates.
Service Company will send periodically to Funds, or to where
designated by the Secretary or an Assistant Secretary of the Funds and
Companies, all books, documents, and all records no longer deemed
needed for current purposes and share certificates which have been
cancelled in transfer or in exchange, upon the understanding that such
books, documents, records, and share certificates will not be
destroyed by Funds without the consent of Service Company (which
consent will not be unreasonably withheld), but will be safely stored
for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
A. Service Company will make original issues of share certificates
upon written request of an officer of the Funds, and upon being
furnished with a certified copy of a resolution of the Board of
Trustees or Board of Directors, as the case may be, authorizing
such original issue, an opinion of counsel as outlined in Section
1.G or 9.E of this Agreement, the certificates required by
Section 10 of this Agreement and any other documents required by
Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, the Funds will
furnish Service Company with sufficient funds to pay any taxes
required on the original issue of the shares. The Funds will
furnish Service Company such evidence as may be required by
Service Company to show the actual value of the shares. If no
taxes are payable, Service Company will upon request be furnished
with an opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form deemed
by Service Company properly endorsed for transfer or redemption,
and accompanied by such documents as Service Company may deem
necessary to evidence the authority of the person making the
transfer or redemption, and bearing satisfactory evidence of the
payment of any applicable share transfer taxes. Service Company
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 guarantee of signature by such
persons as may from time to time be specified in the prospectus
related to such shares or otherwise authorized by such Fund.
Service Company 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,
unauthorized, or otherwise not rightful. Service Company may, in
effecting transfers or redemptions, rely upon Simplification Acts
or other statutes which protect it and the Funds.
D. When mail is used for delivery of share certificates, Service
Company will forward share certificates in "nonnegotiable" form
as provided by the Funds by first class mail, all such mail
deliveries to be covered while in transit to the addressee by
insurance arranged for by Service Company.
E. Service Company will issue and mail subscription warrants and
certificates provided by the Funds and representing share
dividends, exchanges or split-ups, or act as conversion agent
upon receiving written instructions from any officer of the
appropriate Fund, and such other documents as Service Company
deems necessary.
F. Service Company will issue, transfer, and split-up certificates
upon receiving written instructions from an officer of the Fund,
and such other documents as Service Company may deem necessary.
G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen or
otherwise wrongfully taken, upon receiving indemnity satisfactory
to Service Company, and may issue new certificates in exchange
for, and upon surrender of, mutilated certificates. Any such
issuance shall be in accordance with the provisions of law
governing such matter and any procedures adopted by the Board of
Trustees or Board of Directors of the appropriate Fund which
Service Company has notice.
H. Service Company will supply shareholder's list properly certified
by an officer of Service Company for any Fund shareholder
meeting. The Service Company will also supply lists at such other
times as may be reasonably requested by an officer of the Funds.
I. Upon receipt of written instructions of an officer of the Funds,
the Service Company will address and mail notices to Fund
shareholders.
J. In case of any request or demand for the inspection of the share
books of Fund any other books of Fund in the possession of
Service Company, including a request from FinCEN or the SEC under
Paragraph F of Section 8 hereof, Service Company will endeavor to
notify Fund and to secure instructions as to permitting or
refusing such inspection. Service Company reserves the right,
however, to exhibit the share 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 share books or other
books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
A. Service Company will, at the expense of the appropriate Fund,
provide a special form of check containing the imprint of any
device or other matter desired by the Fund. Said checks must,
however, be of a form and size convenient for use by Service
Company.
B. If the Funds want to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be
furnished to Service Company within a reasonable time prior to
the date of mailing of the dividend checks, at the expense of the
appropriate Fund.
C. If the Funds want distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to
Service Company, but the size and form of said envelopes will be
subject to the approval of Service Company. If stamped envelopes
are used, they must be furnished by Funds; or, if postage stamps
are to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Funds.
D. Service Company will maintain one or more deposit accounts as
agent for Funds, into which the funds for payment of dividends,
distributions, redemptions or other disbursements provided for
hereunder will be deposited, and against which checks will be
drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon sixty (60)
days prior written notice to the other party.
B. The Funds, in addition to any other rights and remedies, shall
have the right to terminate this Agreement upon the occurrence at
any time of any of the following events:
(1) Any interruption or cessation of operations by Service
Company or its assigns which materially interferes with the
business operation of the Funds.
(2) The bankruptcy of Service Company or its assigns or the
appointment of a receiver for Service Company or its
assigns.
(3) Any merger, consolidation or sale of substantially all the
assets of Service Company or its assigns.
(4) The acquisition of a controlling interest in Service Company
or its assigns, by any broker, dealer, investment adviser or
investment company except as may presently exist.
(5) Failure by Service Company or its assigns to perform its
duties in
accordance with this Agreement, which failure materially
adversely affects the business operations of the Funds, and
which failure continues for thirty (30) days after written
notice from Fund.
(6) The registration of Service Company or its assigns as a
transfer agent under the Securities Exchange Act of 1934 is
revoked, terminated or suspended for any reason.
C. In the event of termination, the Funds will promptly pay Service
Company all amounts due to Service Company hereunder. Upon
termination of this Agreement, Service Company shall deliver all
shareholder and account records pertaining to the Funds as
directed in writing by each Fund.
21. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder
may be assigned by Service Company without the written consent of
the Funds. In the event that any duties under this Agreement are
assigned pursuant to the terms of this Section 19, the Service
Company shall not be relieved of any of its obligations under
this Agreement.
B. This Agreement will inure to the benefit of and be binding upon
the parties and their respective successors and assigns.
C. Service Company is authorized by Funds to use the system services
of DST Systems, Inc. and the system and other services, including
data entry, of Administrative Management Group, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J hereof,
or as otherwise required by law, Service Company will keep
confidential all records of and information in its possession
relating to the Funds or Companies or their respective
shareholders, and will not disclose the same to any person except
at the request or with the consent of the Funds or Companies.
B. Except as otherwise required by law, Funds will keep confidential
all financial statements and other financial records (other than
statements and records relating solely to Fund's business
dealings with Service Company) and all manuals, systems and other
technical information and data, not publicly disclosed, relating
to Service Company's operations and programs furnished to it by
Service Company pursuant to this Agreement and will not disclose
the same to any person except at the request or with the consent
of Service Company. Notwithstanding anything to the contrary in
this subsection B, if an attempt is made pursuant to subpoena or
other legal process to require the Funds to disclose or produce
any of the
aforementioned manuals, systems or other technical information
and data, the Funds shall give Service Company prompt notice
thereof, prior to disclosure or production, so F that Service
Company may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of New York
and shall be governed by the laws of said state (except as
related to matter under Section 24.G hereof which shall be
governed by the laws of the governing jurisdiction where each
entity was formed).
B. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
D. This Agreement shall become effective as of the date hereof.
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 held by the
courts to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not 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. All parties hereto are expressly put on notice of Funds'
respective Articles of Incorporation, which is on file with the
governing body for the jurisdiction where the Funds were formed,
and such shareholder, director and trustee liability limitations.
This Agreement has been executed by, and on behalf of, each Fund
representatives, acting in capacity as a representative of such
Fund, and not in an individually capacity. Accordingly, the
obligations of the Funds are not binding upon any trustee,
director, officers or shareholders of the Fund, but are binding
upon only the assets and property of Funds. With respect to any
claim by Service
Company for recovery of that portion of the compensation and
expenses (or any other liability of the Funds arising hereunder)
allocated to a particular Fund, whether in accordance with the
express terms hereof or otherwise, Service Company shall have
recourse solely against the assets of that Fund to satisfy such
claim, and shall have no recourse against the assets of any other
Fund.
H. This Agreement, together with the any Fee Schedule, is the entire
contract between the parties and supersedes all prior agreements
between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officer as of the day and year first set
forth above.
FUNDS/INVESTMENT COMPANIES
By: ____________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
ATTEST:
____________________
Name:
Title:
▇▇▇▇▇▇▇ INVESTMENTS SERVICE COMPANY
By: ____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
ATTEST:
____________________
Name:
Title:
EXHIBIT A
PARTIES TO THE FORM OF TRANSFER AGENCY AGREEMENT
BT Investment Funds, and its series:
Cash Management Fund Investment
Tax Free Money Fund Investment
NY Tax Free Money Fund Investment
Treasury Money Fund Investment
International Equity Fund - Class A, B and C and Investment Class
Mid Cap Fund - Class A, B, and C, Investment Class and Institutional Class
Lifecycle Long Range Fund - Investment Class
Lifecycle Mid Range Fund - Investment Class
Lifecycle Short Range Fund - Investment Class
Small Cap Fund - Class A, B and C and Investment Class
Quantitative Equity Fund - Investment Class and Institutional Class
PreservationPlus Income Fund
BT Advisor Funds, and its series:
EAFE Equity Index Fund - Premier Class
U.S. Bond Index Fund - Premier Class
BT Pyramid Mutual Funds, and its series:
Money Market Fund - Investment Class
Equity 500 Index Fund - Investment Class
Asset Management Fund - Premier Class
PreservationPlus Fund - Investment Class and Institutional Class BT
Institutional Funds, and its series:
Cash Management Fund - Institutional Class
Cash Reserves Fund - Institutional Class
Treasury Money Fund - Institutional Class
International Equity Fund - Institutional Class I and Institutional Class II
Equity 500 Index Fund - Premier Class
Liquid Assets Fund - Institutional Class
Daily Assets Fund - Institutional Class
Treasury and Agency Fund - Institutional Class
BT Investment Portfolios, and its series:
Liquid Assets Portfolio
Asset Management II Portfolio
Asset Management III Portfolio
U.S. Bond Index Portfolio
EAFE(R) Equity Index Portfolio
PreservationPlus Portfolio
PreservationPlus Income Portfolio
Cash Management Portfolio
Treasury Money Portfolio
International Equity Portfolio
Equity 500 Index Portfolio
Asset Management Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Trust, and its series:
International Select Equity Fund - Class A, B and C, Premier Class,
Investment Class, Institutional Class
European Equity Fund - Class A, B and C, Investment Class, Institutional
Class
Emerging Markets Debt Fund - Institutional Class
Fixed Income Fund - Class A, B and C, Investment Class, Institutional Class
Municipal Bond Fund - Investment Class, Institutional Class
Short-Term Fixed Income Fund (to be renamed on 2/1/03 Short Duration
Fund) - Institutional Class
Short-Term Municipal Bond Fund - Investment Class, Institutional Class
High Income Plus Fund - Premier Class, Investment Class, Institutional Class
Micro Cap Fund - Investment Class, Institutional Class
Total Return Bond Fund
Deutsche Bank Alex. ▇▇▇▇▇ Cash Reserve Fund, Inc., and its series:
Prime Series - Class A, B and C, Quality Class, Prime Shares and
Institutional Prime Shares
Treasury Series - Treasury Shares and Institutional Treasury Shares
Tax-Free Series - Tax-Free Shares and Institutional Tax-Free Shares
Flag Investors Communications Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Value Builder Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Equity Partners Fund, Inc. - Class A, B and C, Institutional
Class
▇▇▇▇▇▇▇ RREEF Real Estate Fund, Inc. (closed-end fund) - Common and Preferred
Shares
▇▇▇▇▇▇▇ RREEF Securities Trust, and its series:
▇▇▇▇▇▇▇ RREEF Real Estate Securities Fund - Class A, B and C, Institutional
Class
Deutsche Investors Funds, Inc., and its series:
Top 50 US Fund - Class A, B and C
Japanese Equity Fund - Class A, B, C and S
Global Biotechnology Fund - Class A, B and C
Deutsche Investors Portfolios Trust, and its series:
Top 50 US Portfolio
Japanese Equity Portfolio
EXHIBIT B
INSURANCE COVERAGE
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.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of customers
processed by insured but drawn on or against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of securities lost in the mails: o
.. Non-negotiable securities mailed to domestic locations via registered mail.
.. Non-negotiable securities mailed to domestic locations via first-class or
certified mail.
.. Non-negotiable securities mailed to foreign locations via registered mail.
.. Negotiable securities mailed to all locations via registered mail.