Transfer Agency and Service Agreement
Category: Security, Services, Servicing, Stock
(a) The Bank shall enter into Participant Agreements with the
Participants identified therein in the form attached hereto as Exhibit
B with such changes and modifications as shall be approved by the
Distributor identified therein (the Distributor's execution of the
Participant Agreement being conclusive as to its approval of any such
changes and modifications), provided that no changes or modifications
which adversely affect the Bank's rights or obligations shall be made
without its consent, and in accordance with the terms and conditions of
such Participant Agreements the Bank shall:
(i) Perform and facilitate the performance of
purchases and redemption of Creation Units;
(ii) Prepare and transmit by means of DTC's
book-entry system payments for dividends and distributions
declared by the Trust on behalf of the applicable Fund;
(iii) Maintain the record of the name and address of
the Shareholder and the number of Shares issued by the Funds
of the Trust and held by the Shareholder;
(iv) Record the issuance of Shares of the respective
Funds of the Trust and maintain a record of the total number
of Shares of the Funds of the Trust, and, which are
authorized, based upon data provided to it by the Trust. The
Bank shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of
the Trust.
(v) Prepare and transmit to the Trust and the
Trust's administrator and to any applicable securities
exchange (as specified to the Bank by the administrator or by
the Trust) information with respect to purchases and
redemptions of Shares;
(vi) On days that the Trust may accept orders for
purchases or redemptions, calculate and transmit to the Bank
and the Trust's administrator the number of outstanding Shares
for each Fund;
(vii) On days that the Trust may accept orders for
purchases or redemptions (pursuant to the Participant
Agreement), transmit to the Bank, the Trust and DTC the amount
of Shares purchased on such day;
(viii) Confirm to DTC the number of Shares issued to
the Shareholder, as DTC may reasonably request;
(ix) Prepare and deliver other reports, information
and documents to DTC as DTC may reasonably request;
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(x) Extend the voting rights to the Shareholder
and/or beneficial owners of Shares in accordance with the
policies and procedures of DTC for book-entry only securities;
(xi) Maintain those books and records of the Trust
specified by the Trust in Schedule A attached hereto;
(xii) Prepare a monthly report of all purchases and
redemptions during such month on a gross transaction basis.
The monthly report shall show the counterpart and amount of
each purchase on a daily basis net number of shares either
redeemed or created for such Business Day.
(xiii) Receive from the Distributor (as defined in the
Participant Agreement) purchase orders from Participants (as
defined in the Participant Agreement) for Creation Unit
aggregations of Shares received in good form and accepted by
or on behalf of the Trust by the Distributor, transmit
appropriate trade instructions to the National Securities
Clearance Corporation, if applicable, and pursuant to such
orders issue the appropriate number of Shares of the
applicable Fund and hold such Shares in the account of the
Shareholder for each of the respective Funds of the Trust; and
(xiv) Receive from the Participants (as defined in the
Participant Agreement) redemption requests, deliver the
appropriate documentation thereof to The Bank of New York as
custodian for the Trust, generate and transmit or cause to be
generated and transmitted confirmation of receipt of such
redemption requests to the Participants submitting the same;
transmit appropriate trade instructions to the National
Securities Clearance Corporation, if applicable, and redeem
the appropriate number of Creation Unit Aggregations of Shares
held in the account of the Shareholder.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the Bank shall:
perform the customary services of a transfer agent and dividend
disbursing agent including but not limited to: maintaining the account
of the Shareholder, obtaining a list of DTC participants holding
interests in the Global Certificate at the request of the Trust,
mailing proxy materials, shareholder reports and prospectuses to the
Shareholder or DTC participants or beneficial owners of Shares at the
request of the Trust and those services set forth on Schedule A
attached hereto.
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