TRANSFER AGENCY AGREEMENT
Updated and restated December 16, 2002
AGREEMENT dated as of October 26, 1993, between South Dakota Tax-Free Fund,
Inc.(the "Fund"), a corporation organized under the laws of the State of North
Dakota, having its principal office and place of business at #▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and ND Resources, Inc(the "Transfer Agent"), a
corporation organized under the laws of the State of North Dakota with its
principal place of business at #▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH:
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That for and in consideration of the mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:
1. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Authorized Person" shall be deemed to include the President, the
Vice President, the Secretary, and the Treasurer of the Fund, the persons
listed in Appendix A hereto, and any other person, whether or not such
person is an officer of the Fund, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Fund as indicated
in a certificate furnished to the Transfer Agent pursuant to Section 5(d)
or 5(e) hereof as may be received by the Transfer Agent from time to
time.
(b) "Commission" shall have the meaning given it in the 1940 Act
(c) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Fund may from time to time
deposit or cause to be deposited or held under the name or account of
such custodian.
(d) "Articles of Incorporation" shall mean the Fund's Articles of
Incorporation as now in effect and as the same may be amended from time
to time.
(e) "Officer" shall mean the President, Vice President, Secretary, and
Treasurer of the parties hereto.
(f) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person.
(g) "Prospectus" shall mean any current prospectus and statement of
additional information relating to the registration of the Fund's shares
under the Securities Act of 1933, as amended, and the 1940 Act.
(h)"Shares" refers to the units into which the shareholders' proprietary
interests in the Fund are divided.
(i) "Shareholder" means a record owner of Shares;
(j) "Directors" or "Board of Directors" refers to the duly elected
Directors of the Fund.
(k) "Written Instructions" shall mean a written or electronic
communication actually received by the Transfer Agent from an Authorized
Person or from a person reasonably believed by the Transfer Agent to be
an Authorized Person by telex or any other such system whereby the
receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity of the
sender of such communications.
(1) The "1940 Act" refers to the Investment Company Act of 1940, and the
Rules and Regulations promulgated thereunder, all as amended from time to
time.
2. Appointment of the Transfer Agent.
The Fund hereby appoints and constitutes the Transfer Agent as
transfer agent for its Shares and as Shareholder servicing agent, and the
Transfer Agent accepts such appointment and agrees to perform the duties
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Transfer Agent for the performance of
its obligations hereunder in accordance with the fees set forth in the
written schedule of fees annexed hereto as Schedule A and incorporated
herein.
The Transfer Agent will ▇▇▇▇ the Fund as soon as practicable after
the end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be detailed in
accordance with the Schedule A. The Fund will promptly pay to the
Transfer Agent the amount of such billing.
(b) Any compensation agreed to hereunder may be adjusted from time to
time upon mutual agreement by both parties hereto by attaching to
Schedule A of this Agreement a revised Fee Schedule, dated and signed
by an Officer of each party hereto.
4. Documents.
In connection with the appointment of the Transfer Agent, the Fund
shall, on or before the date this Agreement goes into effect, but in
any case, within a reasonable period of time for the Transfer Agent to
prepare to perform its duties hereunder, furnish the Transfer Agent with
the following documents:
(a) A certified copy of the Fund's Articles of Incorporation, as amended.
(b) A certified copy of the Fund's Bylaws, as amended.
(c) A copy of the resolution of the Directors authorizing execution and
delivery of this Agreement.
(d) If applicable, a specimen of the certificate for Shares of the Fund
in the form approved by the Directors, with a certificate of the
Secretary of the Fund as to such approval.
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(e) All account application forms and other documents relating to
Shareholder accounts or to any plan, program, or service offered by the
Fund.
5. Further Documentation.
The Fund will also furnish from time to time the following documents:
(a) The Fund's Registration Statement and each subsequent amendment to
the Fund's Registration Statement that is filed with the Commission.
(b) Certificates as to any change in any Officer, Director, or
Investment Adviser of the Fund.
(c) Such other certificates, documents, or opinions as the Transfer Agent
deems to be appropriate or necessary for the proper performance of its
duties hereunder.
6. Representations of the Fund.
The Fund represents to the Transfer Agent that Shares will be issued
in accordance with the terms of the Articles of Incorporation and the
Prospectus and that such Shares shall be validly issued, fully paid,
and non-assessable by the Fund.
In the event that the Directors shall declare a distribution payable
in Shares, the Fund shall deliver to the Transfer Agent written notice of
such declaration signed on behalf of the Fund by an Officer of the Fund,
upon which the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, (ii) that all appropriate
action has been taken, and (iii) that any amendment to the Articles of
Incorporation which may be required has been filed and is effective.
Such notice shall be accompanied by an opinion of counsel for the Fund
relating to the legal adequacy and effect of the transaction. This
provision shall not apply to Shares to be issued in the normal course
of reinvestment of any distributions or dividends in accordance with the
Fund's Prospectus.
7. Duties of the Transfer Agent.
The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for performing
Shareholder account and administrative agent functions in connection
with the issuance, transfer, and redemption or repurchase (including
coordination with the Custodian) of Shares. The operating standards and
procedures to be followed shall be determined from time to time by
agreement between the Transfer Agent and the Fund and shall be expressed
in a written schedule of duties of the Transfer Agent annexed hereto as
Schedule B and incorporated herein.
8. Recordkeeping and Other Information.
The Transfer Agent shall create and maintain all necessary records in
accordance with all applicable laws, rules and regulations, including,
but not limited to, records required by Section 31(a) of the 1940 Act and
those records pertaining to the various functions performed by it
hereunder which are set forth in Schedule B hereto. All records shall be
available during regular business hours for inspection and use by the
Fund. Where applicable, such records shall be maintained by the Transfer
Agent for the periods and in the places required by Rule 31a-2 under
the 1940 Act.
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Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by the Fund or any person retained by
the Fund.
To the extent required by said Section 31 and the rules and
regulations thereunder, the Transfer Agent agrees that all such
records prepared and maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Fund.
The Transfer Agent and the Fund agree that all books, records,
information, and data pertaining to the business of the other party which
are exchanged or received in connection with this Agreement shall remain
confidential and shall not be voluntarily disclosed to any person, except
as may be required by law. In the case of any requests or demands for any
inspection of the Shareholder records of the Fund, the Transfer Agent
will endeavor to notify the Fund and to secure instructions from an
authorized Officer of the Fund as to such inspection.
9. Other Duties.
In addition to the duties expressly set forth in Schedule B to this
Agreement, the Transfer Agent shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time to
time be agreed upon in writing between the Fund and the Transfer Agent.
Such other duties and functions shall be reflected in a written amendment
to Schedule B, dated and signed by an Officer of each party hereto.
10. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent will be protected in acting upon Written or Oral
Instructions, as appropriate, believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any
notice of any change of authority of any person until receipt of a
Written Instruction thereof from the Fund. The Transfer Agent will also
be protected in processing Share certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the
Officers of the Fund and the proper countersignature of the Transfer
Agent.
(b) At any time the Transfer Agent may apply to any Authorized Person of
the Fund for Written Instructions and may seek advice from legal counsel
for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for
any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or in accordance with the
opinion of counsel for the Fund or for the Transfer Agent; provided,
however, that if such reliance involves a potential material loss to the
Fund, the Transfer Agent will advise the Fund of any such action(s) to be
taken in accordance with the opinion of counsel to the Transfer Agent.
Written Instructions requested by the Transfer Agent will be provided by
the Fund within a reasonable period of time. In addition, the Transfer
Agent, its officers, agents, or employees, shall accept Oral Instructions
or Written Instructions given to them by any person representing or
acting on behalf of the Fund only if said representative is known by the
Transfer Agent, or its officers, agents, or employees, to be an
Authorized Person. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of an
Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for:
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(1) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor;
(2) the legality of the redemption of any Shares, or the propriety of
the amount to be paid therefor;
(3) the legality of the declaration of any dividend by the Directors,
or the legality of the issuance of any Shares in payment of any
dividend; or
(4) the legality of any recapitalization or readjustment of the
Shares.
11. Acts of God Etc.
Neither the Transfer Agent nor the Fund will be liable or responsible
for delays or errors by reason of circumstances beyond its reasonable
control, including acts of civil or military authority, national
emergencies, fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots, or failure beyond its
control of transportation, communication, or power supply.
12. Duty of Care and Indemnification.
The Fund and the Transfer Agent will indemnify each other against and
hold the other party harmless from any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit not resulting from the
bad faith or negligence of the other party, and arising out of, or in
connection with, the duties and responsibilities described hereunder.
In addition, the Fund will indemnify the Transfer Agent against and hold
it harmless from any and all losses, claims, damages, liabilities, or
expenses (including reasonable counsel fees and expenses) resulting from
any claim demand, action, or suit as a result of:
(1) any action taken in accordance with Written or Oral Instructions,
or any other instructions, or Share certificates reasonably believed
by the Transfer Agent to be genuine and to be signed, countersigned
or executed, or orally communicated by an Authorized Person;
(2) any action taken in accordance with written or oral advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Fund or its own counsel; or
(3) any action taken as a result of any error or omission in any
record (including but not limited to magnetic tapes, computer
printouts, hard copies, and microfilm copies) delivered or caused
to be delivered by the Fund to the Transfer Agent in connection
with this Agreement.
In any case in which the Fund or the Transfer Agent may be asked to
indemnify or hold the other party harmless, the requesting party will
provide the other party with all pertinent facts concerning the situation
in question and will use reasonable care to identify and provide notice
of any situation which presents or appears likely to present a claim for
indemnification. Each party shall have the option to defend the other
party against any claim which may be the subject of this indemnification,
and in the event that a party so elects, such defense shall be conducted
by counsel chosen by the party making such election; and such counsel
shall be satisfactory to the other party, and thereupon such electing
party shall take over complete defense of the claim, and the requesting
party shall sustain no further legal or other expenses in such situation
for which it seeks indemnification under this Section 12. Neither party
will confess any claim or make any compromise in any case in which the
other party will be asked to provide indemnification, except with the
other party's prior written consent. The obligations of the parties
hereto under this Section shall survive the termination of this
Agreement.
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13. Term and Termination.
This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided, that either
party hereto may terminate this Agreement by giving to the other party a
notice in writing specifying the date of such termination, which shall be
not less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Fund, it shall be accompanied by a
resolution of the Board of Directors of the Fund, certified by the
Secretary, electing to terminate this Agreement and designating a
successor transfer agent or transfer agents. Upon such termination and
at the expense of the Fund, the Transfer Agent will deliver to such
successor a certified list of Shareholders of the Fund (with names,
addresses, and taxpayer identification or Social Security numbers), an
historical record of the account of each Shareholder and the status
thereof, and all other relevant books, records, correspondence, and other
data established or maintained by the Transfer Agent under this Agreement
in the form reasonably acceptable to the Fund, and will cooperate in the
transfer of such duties and responsibilities, including provisions for
assistance from the Transfer Agent's personnel in the establishment of
books, records, and other data by such successor or successors.
14. Amendment.
This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties.
15. Subcontracting.
Except as otherwise provided below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the express written consent of the other party. The Transfer Agent may,
in its sole discretion and without further approval from the Fund,
subcontract, in whole or in part, for the performance of its obligations
and duties hereunder with any person or entity including, but not limited
to, any affiliate or subsidiary; provided, however, that (a) the Transfer
Agent shall remain fully responsible to the Fund for the acts and
omissions of any agent or subcontractor as it is for its own acts and
omissions, and (b) to the extent that the Transfer Agent subcontracts any
functions or activities required or performed by a registered transfer
agent, the subcontracting party shall be a duly registered transfer agent
with the appropriate regulatory agency as required under Section 17A of
the Securities Exchange Act of 1934 and the rules and regulations
thereunder, as amended.
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16. Use of Transfer Agent's Name.
The Fund shall not use the name of the Transfer Agent in any
Prospectus, Statement of Additional Information, Shareholders' report,
sales literature, or other material relating to the Fund for other than
internal use, in a manner not approved prior thereto; provided, that the
Transfer Agent shall approve all reasonable uses of its name which merely
refer in accurate terms to its appointment hereunder or which are
required by the Commission or a state securities administrator.
17. Use of the Fund's Name.
The Transfer Agent shall not use the name of the Fund or material
relating to the Fund on any documents or forms for other than internal
use in a manner not approved prior thereto in writing; provided, that
the Fund shall approve all reasonable uses of its name which merely
refer in accurate terms to the appointment of the Transfer Agent or which
are required by the Commission or a state securities administrator.
18. Security.
The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent
has implemented or will implement with regard to safeguarding from loss
or damage attributable to fire, theft, or any other cause (including
provision for 24 hours-a-day restricted access) of the Fund's records
and other data and the Transfer Agent's records, data, equipment,
facilities, and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from
time to time as in its judgment are required for the secure performance
of its obligations hereunder. The parties shall review such systems and
procedures on a periodic basis.
19. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Transfer Agent shall
be sufficiently given if addressed to that party and received by it at
its office set forth below or at such other place as it may from time
to time designate in writing.
To the Fund:
South Dakota Tax-Free Fund, Inc.
▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Transfer Agent:
ND Resources, Inc.
▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the
written consent of the other party.
(c) This Agreement shall be construed in accordance with the laws of the
State of North Dakota.
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(d) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
(e) The captions of 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.
20. Liability of Directors, Officers and Shareholders.
The execution and delivery of this Agreement have been authorized
by the Directors of the Fund and signed by an authorized Officer of the
Fund, acting as such, and neither such authorization by such Directors
nor such execution and delivery by such Officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are not
binding upon any of the Directors or Shareholders of the Fund, but bind
only the property of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized as
of the day and year first above written.
South Dakota Tax-Free Fund, Inc.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date: 12-16-2002
Agreed and Accepted by:
ND RESOURCES, INC.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date: 12-16-2002
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APPENDIX A
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President of South Dakota Tax-Free Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of North Dakota,
do hereby certify that the following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written Instructions on
behalf of the Fund, and the signatures set forth opposite their respective
names are their true and correct signatures:
Name Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
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SCHEDULE B
DUTIES OF THE TRANSFER AGENT
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(See Exhibit 1 for Summary of Services.)
1. Shareholder Information.
The Transfer Agent shall maintain a record of the number of Shares
held by each holder of record which shall include his address and
taxpayer identification number and which shall indicate whether such
Shares are held in certificated or uncertificated form.
2. Shareholder Services.
The Transfer Agent will investigate all Shareholder inquiries relating
to Shareholder accounts and will answer all correspondence from
Shareholders and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon between
the Transfer Agent and the Fund. The Transfer Agent shall keep records of
Shareholder correspondence and replies thereto and of the lapse of time
between the receipt of such correspondence and the mailing of such
replies.
3. State Registration Reports.
The Transfer Agent shall furnish on a state-by-state basis sales
reports and such periodic and special reports as the Fund may reasonably
request and such other information, including Shareholder lists and
statistical information concerning accounts, as may be agreed upon from
time to time between the Fund and the Transfer Agent.
4. Mailing Communications to Shareholders; Proxy Materials.
The Transfer Agent will address and mail to Shareholders of the Fund
all reports to Shareholders, dividend and distribution notices, and
proxy material for the Fund's meetings of Shareholders. In connection
with meetings of Shareholders, the Transfer Agent will report on proxies
voted prior to meetings, act as inspector of election at meetings, if so
requested by the Fund, and certify Shares voted at meetings.
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5. Sales of Shares.
(a) Processing of Investment Checks or Other Investments. Upon receipt
of any check or other instrument drawn or endorsed to it as agent for, or
identified as being for the account of the Fund for the purchase of
Shares, the Transfer Agent shall stamp the check with the date of
receipt, shall forthwith process the same for collection, and shall
record the number of Shares sold, the trade date, the price per Share,
and the amount of money to be delivered to the Custodian of the Fund for
the sale of such Shares.
(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the immediately
preceding paragraph, the Transfer Agent shall issue to and hold in the
account of the purchaser/Shareholder, or if no account is specified
therein, in a new account established in the name of the purchaser, the
number of Shares such purchaser is entitled to receive, as determined in
accordance with applicable federal law or regulation.
(c) Statements. On a quarterly basis, the Transfer Agent shall send to
the purchaser/ Shareholder a statement of purchases which will show the
new Share balance, the Shares held under a particular plan, if any, for
withdrawing investments, the amount invested and the price paid for the
newly purchased Shares, or will be in such other form of statement as the
Fund and the Transfer Agent may agree from time to time.
(d) Suspension of Sale of Shares. The Transfer Agent shall not be
required to issue any Shares where it has received a Written Instruction
from the Fund or written notice from any appropriate federal or state
authority that the sale of the Shares of the Fund has been suspended or
discontinued, and the Transfer Agent shall be entitled to rely upon such
Written Instructions or written notification.
(e) Taxes in Connection with Issuance of Shares. Upon the issuance of
any Shares in accordance with the foregoing provisions of this Section,
the Transfer Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer
Agent will:
(1) give prompt notice of such return to the Fund or its designee;
(2) place a stop transfer order against all Shares issued as a result
of such check or order; and
(3) take such actions as the Transfer Agent may from time to time deem
appropriate.
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6. Redemptions.
(a) Requirements for Transfer or Redemption of Shares. The Transfer Agent
shall process all requests from Shareholders to transfer or redeem Shares
in accordance with the procedures set forth in the Prospectus and all
determinations of the number of Shares required to be redeemed to fund
designated monthly payments, automatic payments, or any other such
distribution or withdrawal plan.
The Transfer Agent will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed
for transfer or redemption, accompanied by such documents as the Transfer
Agent reasonably may deem necessary to evidence the authority of the
person making such transfer or redemption, and bearing satisfactory
evidence of the payment of stock transfer taxes, if any.
Except to the extent inconsistent with the procedures set forth in the
Prospectus, the Transfer Agent reserves the right to refuse to transfer
or redeem Shares until it is satisfied that the endorsement on the
instructions is valid and genuine, and for that purpose it will require a
guarantee of signature by a member firm of a national securities
exchange, by any national bank or trust company, or by any member bank
of the Federal Reserve system. The Transfer Agent 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 shall
incur no liability for the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent, in its good judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there
is no basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the provisions of Article 8 of the Uniform
Commercial Code, as the same may be amended from time to time in the
State of North Dakota, which in the opinion of legal counsel for the
Fund or of its own legal counsel protect it in not requiring certain
documents in connection with the transfer or redemption of Shares. The
Fund may authorize the Transfer Agent to waive the signature guarantee
in certain cases by Written Instructions.
For the purpose of the redemption of Shares which have been purchased
within 15 days of a redemption request, the Transfer Agent may refuse to
redeem such Shares until the Transfer Agent has received fed funds for
the purchase of such Shares.
(b) Notice to Custodian and Fund. When Shares are redeemed, the Transfer
Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Fund a notification setting forth
the number of Shares to be redeemed. Such redemptions shall be reflected
on appropriate accounts maintained by the Transfer Agent reflecting
outstanding Shares and Shares attributed to individual accounts and, if
applicable, any individual withdrawal or distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the moneys paid to it by the Custodian for the redemption of
Shares, pay to the Shareholder, or his authorized agent or legal
representative, such moneys as are received from the Custodian, all in
accordance with the redemption procedures described in the Prospectus;
provided, however, that the Transfer Agent shall pay the proceeds of any
redemption of Shares purchased within 15 days of a redemption request to
the Transfer Agent upon a determination that good funds have been
collected for the purchase of such Shares. The Fund shall indemnify the
Transfer Agent for any payment of redemption proceeds or refusal to make
such payment if the payment or refusal to pay is in accordance with this
Section.
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The Transfer Agent shall not process or effect any redemptions
pursuant to a plan of distribution or redemption or in accordance with
any other Shareholder request upon the receipt by the Transfer Agent of
notification of the suspension of the determination of the Fund net
asset value.
7. Dividends.
(a)Notice to Transfer Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Directors
of the Fund with respect to Shares, the Fund shall furnish to the
Transfer Agent a copy of a resolution of its Board of Directors
certified by the Secretary setting forth with respect to the Shares the
date of the declaration of such dividend or distribution, the ex-
dividend date, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the amount payable
per Share to the Shareholders of record as of that date, the total amount
payable to the Transfer Agent on the pay-ment date, and whether such
dividend or distribution is to be paid in Shares at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Fund will cause the Custodian of the Fund to pay
to the Transfer Agent sufficient cash to make payment to the Shareholders
of record as of such payment date.
(b) Payment of Dividends by the Transfer Agent. The Transfer Agent will,
on the designated monthly payment date, automatically reinvest all
dividends in additional Shares at net asset value (determined on such
date) and mail to each Shareholder on a quarterly basis at his address
of record, or such other address as the Shareholder may have designated,
a statement showing the number of full and fractional Shares (rounded to
three decimal places) then currently owned by the Shareholder and the net
asset value of the Shares so credited to the Shareholder's account;
provided, however, that if the Transfer Agent has on file a direction by
the Shareholder to pay income dividends or capital gains dividends, or
both, in cash, such dividends shall be paid in accordance with such
instructions; and provided further, that in the event of the return of
two consecutive dividend checks as undeliverable, Transfer Agent shall
change such Shareholder account to a reinvestment account if so provided
in the Prospectus.
(c) Insufficient Funds for Payments. If the Transfer Agent does not
receive sufficient cash from the Custodian to make total dividend and/or
distribution payments to all Shareholders of the Fund as of the record
date, the Transfer Agent will, upon notifying the Fund, withhold payment
to all Shareholders of record as of the record date until such sufficient
cash is provided to the Transfer Agent.
(d) Information Returns. It is understood that the Transfer Agent shall
file such appropriate information returns concerning the payment of
dividends, return of capital, and capital gain distributions with the
proper federal, state, and local authorities as are required by law to be
filed and shall be responsible for the withholding of taxes, if any, due
on such dividends or distributions to Shareholders when required to
withhold taxes under applicable law.
14
Exhibit 1
to
Schedule B
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
Maintain daily on disc the following information with respect to each
Shareholder account as received:
Name and Address (Zip Code)
Balance of Shares held by Transfer Agent
State of residence code
Beneficial owner code: i.e., male, female, joint tenant, etc.
Dividend code (reinvestment)
Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
Answer written inquiries relating to Shareholder accounts (Matters
relating to portfolio management, distribution of Shares, and other
management policy questions will be referred to the Fund.).
Furnish a Statement of Additional Information to any Shareholder who
requests (in writing or by telephone) such statement from the Transfer
Agent.
Examine and process Share purchase applications in accordance with
the Prospectus.
Furnish Forms W-9 to all Shareholders whose initial subscriptions for
Shares did not include taxpayer identification numbers.
Process additional payments into established Shareholder accounts in
accordance with the Prospectus.
Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
Identify redemption requests made with respect to accounts in which
Shares have been purchased within an agreed-upon period of time for
determining whether good funds have been collected with respect to
such purchase and process as agreed by the Transfer Agent and the
Fund in accordance with written procedures set forth in the Fund's
Prospectus.
Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
15
Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE FUND
Furnish the following reports to the Fund:
Daily financial totals
Blue sky reports
Monthly Form N-SAR information (sales/redemptions)
Monthly report of outstanding Shares
Monthly analysis of accounts by beneficial owner code
Monthly analysis of accounts by Share range
Analysis of sales by state; provide a "warning system" that informs
the Fund when sales of Shares in certain states are within a specified
percentage of the Shares registered in the state
D. DIVIDEND ACTIVITY
Calculate and process Share dividends and distributions as instructed
by the Fund.
Compute, prepare, and mail all necessary reports to Shareholders,
federal, and/or state authorities as requested by the Fund.
E. MEETNGS OF SHAREHOLDERS
Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (Proxies must be adaptable to
mechanical equipment of the Transfer Agent or its agents.) and supply
daily reports when sufficient proxies have been received.
Prepare and submit to the Fund an Affidavit of Mailing.
At the time of the meeting, furnish a certified list of Shareholders,
hard copy, microfilm, or microfiche and, if requested by the Fund,
Inspectors of Election.
F. PERIODIC ACTIVITIES
Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (Material must be adaptable to mechanical
equipment of Transfer Agent or its agents.)
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SCHEDULE A*
FEE SCHEDULE
TRANSFER AGENT CHARGES
ND RESOURCES, INC.
PERCENTAGE
FUND SIZE (NET ASSET VALUE) OF 1%
$ 0 TO $10,000,000 .16
10,000,001 TO 25,000,000 .13
25,000,001 TO 40,000,000 .11
40,000,001 TO 50,000,000 .10
50,000,001 AND LARGER .09
*Amounts due under the above Fee Schedule are payable monthly and shall be
calculated as follows: The net asset value of all outstanding Fund shares
within each category (e.g., $0 to $10,000,000 is one category, $10,000,001 to
$25,000,000 is another, etc.) shall be multiplied by the percentage of 1%
applicable to such category and the product thereof divided by 12. The same
procedure shall be followed for each category in which the Fund has net asset
values. The amounts derived by multiplying the net asset value of each
category by the applicable percentages shall then be added together to
determine the amount payable for that month. By way of example only, if the
Fund had net assets of $10,500,000 for the month in question, the computation
would be as follows:
$10,000,000 x .0016 / 12= $1,333.33
500,000 x .0013 / 12 = 54.17
---------
$1,387.50
17