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Exhibit 99B(9)(c)
TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the 20th day of January, 1995, made by and
between THE XXXXXXXX FAMILY OF FUNDS, an Ohio Business Trust (the "Trust")
operating as a registered investment company under the Investment Company Act of
1940, as amended (the "Act"), and duly organized and existing under the laws of
the State of Ohio, and FUND/PLAN SERVICES, Inc. ("Fund/Plan"), a corporation
duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Declaration of Trust ("Trust
Instrument") to issue separate series of shares representing interests in
separate investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto and which Schedule "C" may be amended from time to
time by mutual agreement of the Trust and Fund/Plan; and
WHEREAS, the Trust desires to retain Fund/Plan to perform share
transfer agency, redemption and dividend disbursing services as set forth in
this Agreement and in Schedule "A" attached hereto, and to perform certain other
functions in connection with these duties; and
WHEREAS, Fund/Plan is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended ("1934 Act"); and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below;
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:
SECTION 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
SHARE CERTIFICATES shall mean the certificates representing shares of
stock of the Series.
SHAREHOLDERS shall mean the registered owners of the Shares
of the Series in accordance with the share registry records maintained by
Fund/Plan for the Trust.
SHARES shall mean the issued and outstanding shares of the Series.
SIGNATURE GUARANTEE shall mean the guarantee of signatures by an
"eligible guarantor institution" as defined in rule 17Ad-15 under the 1934 Act.
Eligible guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. Broker-dealers guaranteeing signatures must
be members of a clearing corporation or maintain net capital of at least
$100,000. Signature guarantees will be accepted from any eligible guarantor
institution which participates in a signature guarantee program.
ORAL INSTRUCTION shall mean an authorization, instruction, approval,
item or set of data, or information of any kind transmitted to Fund/Plan in
person or by telephone, telegram, telecopy or other mechanical or documentary
means lacking original signature, by a person or persons reasonably identified
to Fund/Plan to be a person or persons so authorized by a
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resolution of the Board of Trustees of the Trust.
WRITTEN INSTRUCTION shall mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to Fund/Plan in an
original writing containing an original signature or a copy of such document
transmitted by telecopy including transmission of such signature reasonably
identified to Fund/Plan to be the signature of a person or persons so authorized
by a resolution of the Board of Trustees of the Trust to give Written
Instructions to Fund/Plan.
TRANSFER AGENCY SERVICES
SECTION 2. Fund/Plan as Transfer Agent shall make original issues of
Shares in accordance with Section 9 and 10 below and with each Series'
Prospectus and Statement of Additional Information upon the written request of
the Trust, and upon being furnished with (i) a certified copy of a resolution or
resolutions of the Board of Trustees of the Trust authorizing such issue; (ii)
an opinion of counsel as to the validity of such Shares; and (iii) necessary
funds for the payment of any original issue tax applicable to such additional
Shares.
SECTION 3. Subject to the terms of the applicable prospectus then in
effect transfers of Shares shall be registered and new Shares issued by
Fund/Plan upon redemption of outstanding Shares, (i) in the form deemed by
Fund/Plan to be properly endorsed for transfer, (ii) with all necessary
endorser's signatures guaranteed pursuant to Rule 17Ad-15 under the 1934 Act, as
amended, accompanied by, (iii) such assurances as Fund/Plan shall deem necessary
or appropriate to evidence the genuineness and effectiveness of each necessary
endorsement, and (iv) satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes.
SECTION 4. In registering transfers, Fund/Plan as Transfer Agent may
rely upon the applicable commercial code or any other applicable law which, in
the written opinion (a copy of which shall previously have been furnished to the
Trust) of counsel, protect Fund/Plan and the Trust in not requiring complete
documentation, in registering transfer without inquiry into adverse claims, in
delaying registration for purposes of such inquiry, or in refusing registration
where in its judgment an adverse claim requires such refusal.
SECTION 5. With respect to confirmed trades received by Fund/Plan as
Transfer Agent for the Series, Fund/Plan shall periodically notify the Trust of
the current status of outstanding confirmed trades. Fund/Plan is authorized to
cancel confirmed trades which have been outstanding for thirty (30) days. Upon
such cancellation, Fund/Plan shall instruct the accounting agent to adjust the
books of the Trust accordingly.
SECTION 6. Fund/Plan will maintain stock registry records in the usual
form in which it will note the issuance, transfer and redemption of Shares.
Fund/Plan is responsible to provide reports of Share purchases, redemptions, and
total Shares outstanding on the next business day after each net asset
valuation. Fund/Plan is authorized to keep records, which will be part of the
stock transfer records, in which it will note the names and registered address
of Shareholders and the number of Shares and fractions thereof owned by them.
SECTION 7. Fund/Plan in its capacity as Transfer Agent will, in
addition to the duties and functions above-mentioned, perform the usual duties
and functions of a stock transfer agent for an investment company as listed in
Schedule "A" attached hereto. Fund/Plan may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization
or other instrument or paper believed by it in good faith to be genuine and
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unaltered, and to have been signed, countersigned, or executed by duly
authorized person or persons, or upon the instructions of any officer of the
Trust, or upon the advice of counsel for the Trust or for Fund/Plan. Fund/Plan
may record any transfer of Shares which is reasonably believed by it to have
been duly authorized or may refuse to record any transfer of Shares if in good
faith Fund/Plan in its capacity as Transfer Agent reasonably deems such refusal
necessary in order to avoid any liability either of the Trust or Fund/Plan. The
Trust agrees to indemnify and hold harmless Fund/Plan from and against any and
all losses, costs, claims, and liability which it may suffer or incur by reason
of so relying or acting or refusing to act. Fund/Plan shall maintain and
reconcile all operating bank accounts necessary to facilitate all transfer
agency processes; including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
SECTION 8. In case of any request or demand for the inspection of the
Share records of a Series, Fund/Plan as Transfer Agent shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. Fund/Plan may, however, exhibit such records to any person in any
case where it is advised by its counsel that it may be held liable for failure
to do so.
ISSUANCE OF SHARES
SECTION 9. Prior to the daily determination of net asset value in
accordance with the Series' Prospectus and Statement of Additional Information,
Fund/Plan shall process all purchase orders received since the last
determination of the Series' net asset value.
Fund/Plan shall calculate daily the amount available for investment in
Shares at the net asset value determined by the Series' pricing agent as of the
close of regular trading on the New York Stock Exchange, the number of Shares
and fractional Shares to be purchased and the net asset value to be deposited
with the Custodian. Fund/Plan as agent for the Shareholders shall place a
purchase order daily with the appropriate Series for the proper number of Shares
and fractional Shares to be purchased and confirm such number to the Trust, in
writing.
SECTION 10. Fund/Plan having made the calculations provided for in
Section 9, shall thereupon pay over the net asset value of Shares purchased to
the Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Shareholder Registration Records.
The Shares and fractional Shares purchased for each Shareholder will be credited
by Fund/Plan to that Shareholder's separate account. Fund/Plan shall mail to
each Shareholder a confirmation of each purchase, with copies to the Trust, if
requested. Such confirmations will show the prior Share balance, the new Share
balance, the amount invested and the price paid for the newly purchased Shares.
REDEMPTIONS
SECTION 11. Fund/Plan shall, prior to the daily determination of net
asset value in accordance with the Series' Prospectus and Statement of
Additional Information, process all requests from Shareholders to redeem Shares
and determine the number of Shares required to be redeemed to make monthly
payments, automatic payments or the like. Thereupon, Fund/Plan shall advise the
Trust of the total number of Shares available for redemption and the number of
Shares and fractional Shares requested to be redeemed. Fund/Plan as pricing
agent shall then determine the applicable net asset value, whereupon Fund/Plan
shall furnish the Trust with an appropriate confirmation of the redemption and
process the redemption by filing
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with the Custodian an appropriate statement and make the proper distribution and
application of the redemption proceeds in accordance with each Series'
Prospectus and Statement of Additional Information then in effect. The stock
registry books recording outstanding Shares, the Shareholder Registration
Records and the individual account of the Shareholder shall be properly debited.
SECTION 12. The proceeds of redemption shall be remitted by Fund/Plan
in accordance with the appropriate Series' Prospectus and Statement of
Additional Information, by check mailed to the Shareholder at the Shareholder's
registered address or wired to an authorized bank account.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Trust shall provide Fund/Plan, from
time to time, with Written Instructions concerning the time within which such
requests may be honored.
DIVIDENDS
SECTION 13. The Trust shall notify Fund/Plan of the date of each
dividend declaration or capital gains distribution. In addition, the Trust shall
provide to Fund/Plan five business days' prior written notice of the record date
for determining the Shareholders entitled to payment. The per-share payment
amount of any dividend or capital gain shall be determined by the Trust after
receipt of necessary information from and consultation with Fund/Plan.
SECTION 14. On or before each payment date, the Trust will notify
Fund/Plan in its capacity as dividend disbursing agent of the total amount of
the dividend or distribution currently payable. Fund/Plan will, on the
designated payment date, automatically reinvest all dividends in additional
Shares except in cases where Shareholders have elected to receive distribution
in cash, in which case Fund/Plan will mail distribution checks to the
Shareholders for the proper amounts payable to them from monies transferred by
the Custodian to Fund/Plan for that purpose.
FEES
SECTION 15. The Trust agrees to pay Fund/Plan compensation for its
services and to reimburse it for expenses, at the rates and amounts as set forth
in Schedule "B" attached hereto, and as shall be set forth in any amendments to
such Schedule "B" approved by the Trust and Fund/Plan. The Trust agrees and
understands that Fund/Plan's compensation will be comprised of two components,
payable on a monthly basis, as follows:
(i) An annual Shareholder account maintenance
fee calculated by multiplying the monthly average number of accounts in each
Series by one twelfth (1/12th) the per account fee as stated in Schedule "B",
subject to a minimum fee per Series, which fee the Trust hereby authorizes
Fund/Plan to collect by debiting the Trust's custody account for invoices which
are rendered for such services performed. The invoices for the services
performed will be sent to the Trust after such debiting with the indication that
payment has been made; and
(ii) reimbursement of any reasonable out-of-
pocket expenses paid by Fund/Plan on behalf of the Trust, which out-of-pocket
expenses will be billed to the Trust within the first ten calendar days of the
month following the month in which such out-of-pocket expenses were incurred.
The Trust agrees to reimburse Fund/Plan for such expenses within ten calendar
days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value of
each Series' net assets shall be computed at the times and in the manner
specified in each Series' Prospectus
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and Statement of Additional Information then in effect.
During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to Agreement Schedule "A" and Schedule "B", as necessary,
specifying the additional services and corresponding compensation shall be
executed by both Fund/Plan and the Trust.
GENERAL PROVISIONS
SECTION 16. Fund/Plan shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend reinvestments, in which
will be noted the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each Shareholder. Fund/Plan agrees to make
available upon request and to preserve for the periods prescribed in Rule 31a-2
under the Act, any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under the Act.
SECTION 17. In addition to the services as Transfer Agent and dividend
disbursing agent set forth above, Fund/Plan will perform other services for the
Trust as agreed upon from time to time, including but not limited to,
preparation of and mailing Federal Tax Information Forms and mailing semi-annual
reports to shareholders of the Trust.
SECTION 18. Nothing contained in this Agreement is intended to or shall
require Fund/Plan in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange are closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which both the New York Stock Exchange and the
Custodian are open.
SECTION 19.
(a) Fund/Plan, its directors, officers, employees,
shareholders and agents shall only be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust, in connection with the
performance of this Agreement that result from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of Fund/Plan in the
performance of its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee, or agent of the Trust, shall be deemed, when rendering
services to such entity or acting on any business of the Trust (other than
services or business in connection with Fund/Plan's duties hereunder), to be
rendering such services to or acting solely for the Trust and not as a director,
officer, employee, shareholder or agent of, or one under the control or
direction of Fund/Plan even though that person is being paid salary by
Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Fund/Plan, its directors, officers,
employees, shareholders and agents from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in fact or law) of any
and every nature which Fund/Plan may sustain or incur or which may be asserted
against Fund/Plan by any person by reason of, or as a result of (i) any action
taken or omitted to be taken by Fund/Plan in good faith hereunder; (ii) any
action taken or omitted to be taken by Fund/Plan in good faith in reliance upon
any certificate, instrument, order, or stock certificate or other document
reasonably believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the Oral Instructions
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or Written Instructions of an authorized person of the Trust or upon the opinion
of legal counsel to the Trust, or its own counsel; or (iii) any action taken or
omitted to be taken by Fund/Plan in connection with its appointment under this
Agreement, which action or omission was taken in good faith in reliance upon any
law, act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended, or repealed. Indemnification
under this subparagraph, however, shall not apply to actions or omissions of
Fund/Plan or its directors, officers, employees, shareholders, or agents in
cases of its or their willful misfeasance, bad faith, gross negligence or
reckless disregard of its or their duties hereunder.
(d) Fund/Plan shall give written notice to the Trust within
thirty (30) business days of receipt by Fund/Plan of a written assertion or
claim of any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising under this Section or otherwise, except to the extent
that failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this
indemnification, the Trust shall be entitled to defend or prosecute any claim in
the name of Fund/Plan at its own expense and through counsel of its own choosing
if it gives written notice to Fund/Plan within thirty (30) business days of
receiving notice of such claim. Notwithstanding the foregoing, Fund/Plan may
participate in the litigation at its own expense through counsel of its own
choosing. In the event the Trust chooses to defend or prosecute such claim, the
parties shall cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(f) The Trust shall not settle any claim under Section 19(d)
and 19(e) without Fund/Plan's express written consent, which consent shall not
be unreasonably withheld. Fund/Plan shall not settle any such claim without the
Trust's express written consent, which likewise shall not be unreasonably
withheld.
SECTION 20. Fund/Plan is authorized, upon receipt of Written
Instructions from the Trust, and as described in the prospectus to make payment
upon redemption of Shares without a signature guarantee. The Trust hereby agrees
to indemnify and hold Fund/Plan, 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
Fund/Plan upon redemption of Shares pursuant to Written Instructions and without
a signature guarantee; upon the request of Fund/Plan, the Trust shall assume the
entire defense of any action, suit or claim subject to the foregoing indemnity.
Fund/Plan shall notify the Trust of any such action, suit or claim within thirty
(30) days after receipt by Fund/Plan of notice thereof.
SECTION 21.
(a) The initial term of this Agreement shall be for a period
commencing on the date of this Agreement and ending on a date two (2) years
following the Exchange Date of the reorganization described in the Agreement and
Plan of Reorganization and Liquidation between the Trust and The Advisors' Inner
Circle Fund ("Initial Term").
(b) The fee schedule set forth in Schedule "B" attached shall
be fixed for the Initial Term of this Agreement. Thereafter, the fee schedule
will be subject to review and adjustment, not to exceed 10% of those fees set
forth in Schedule "B."
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(c) For any period after the Initial Term of this Agreement,
the Trust or Fund/Plan may give written notice to the other of the termination
of this Agreement, such termination to take effect at the time specified in the
notice, which date shall not be less than one hundred eighty (180) days after
the date of giving notice. Upon the effective termination date, the Trust shall
pay to Fund/Plan such compensation as may be due as of the date of termination
and shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) This Agreement also may be terminated at any time for
"cause," after the giving of not less than sixty (60) days' notice.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, negligence or reckless disregard on the part of the
party to be terminated with respect to its obligations and duties set forth
herein; (b) the commencement of a judicial, regulatory or administrative
proceeding by either state or federal authorities in which criminal, illegal or
unethical behavior in the conduct of its business has been alleged against the
party to be terminated; (c) financial difficulties on the part of the party to
be terminated which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as from time to
time is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; (d) any assignment (as
that term is defined in the 0000 Xxx) of this Agreement by Fund/Plan, including
any direct or indirect transfer or hypothecation of a controlling block of
Fund/Plan's voting securities by a security holder thereof, shall permit the
Trust to terminate for cause; or (e) any circumstance which substantially
impairs the performance of the obligations and duties of the party to be
terminated, or the ability to perform those obligations and duties, as
contemplated herein.
(e) If a successor to any of Fund/Plan's duties or responsibilities
under this Agreement is designated by the Trust by written notice to Fund/Plan
in connection with the termination of this Agreement, Fund/Plan shall promptly
upon such termination and at the expense of the Trust, transfer all records and
shall cooperate in the transfer of such duties and responsibilities.
SECTION 22. The Trust shall file with Fund/Plan a certified copy of
each resolution of its Board of Trustees authorizing the execution and
transmittal of Written Instructions or the transmittal of Oral Instructions, as
provided in Section 1 of this Agreement.
SECTION 23. The Trust shall promptly turn over to Fund/Plan such of the
Series' accounts and records previously maintained by or for it as are requested
by Fund/Plan to perform its functions under this Agreement. The Trust authorizes
Fund/Plan to rely on such Accounts and Records turned over to it and hereby
indemnifies and holds Fund/Plan, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities, actions, demands
and losses whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such accounts and records.
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to Fund/Plan, to the extent such matters are disclosed to
Fund/Plan or are discovered by it and are relevant to its performance of it
functions under this Agreement; however, Fund/Plan expressly makes no warranty
or representation that any error, omission or deficiency can be
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satisfactorily corrected. The Trust shall provide Fund/Plan with such assistance
as it may reasonably request in connection with its efforts to correct such
matters. The Trust agrees to pay Fund/Plan on a current and ongoing basis for
its reasonable time and costs expended on the correction of such matters at an
hourly rate of $50.00, said payment to be in addition to the fees and charges
agreed to for the normal services rendered under this Agreement.
SECTION 24. This Agreement may be amended from time to time by a
written agreement executed by the Trust and Fund/Plan.
SECTION 25. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective parties as follows:
If to the Trust: If to Fund/Plan:
---------------- ----------------
The Xxxxxxxx Family of Funds Fund/Plan Services, Inc.
0000 Xxxxxxx Xxxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Attention: Xxxxxxx X. Xxxxx,
President President
SECTION 26. The Trust represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officers of the
Trust has been duly and validly authorized by resolution of the Board of
Trustees of the Trust.
SECTION 27. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 28. This Agreement shall extend to and shall be binding upon
the Parties and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust without the written consent
of Fund/Plan or by Fund/Plan without the written consent of the Trust,
authorized or approved by a resolution of their respective Boards of Directors
or Trustees.
SECTION 29. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Xxxxxxxxxx County, Commonwealth of Pennsylvania.
SECTION 30. No provision of this Agreement may be amended or modified,
in any manner except in writing, properly authorized and executed by Fund/Plan
and the Trust.
SECTION 31. If any part, term or provision of this Agreement is held by
any court to be
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illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid, provided that the basic agreement is not thereby substantially
impaired.
SECTION 32. The Trust is a business trust organized under Chapter 1746,
Ohio Revised Code, and under its Trust Instrument, to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
Ohio as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "The Xxxxxxxx Family of Funds" entered into
in the name or on behalf thereof by any of the Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, officers, employees, agents or shareholders of the
Trust personally, but bind only the assets of the Trust, as set forth in Section
1746.13(A), Ohio Revised Code, and all persons dealing with any of the Series of
the Trust must look solely to the assets of the Trust belonging to such Series
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting in its entirety, of twelve typewritten pages, together with Schedules
"X," "X" and "C," to be signed by their duly authorized officers as of the day
and year first above written.
The Xxxxxxxx Family of Funds Fund/Plan Services, Inc.
--------------------------------- --------------------------------
By: Xxxxx X. Xxxxxxxx, President By: Xxxxxxx X. Xxxxx, President
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AMENDMENT TO TRANSFER AGENT SERVICES AGREEMENT
This AGREEMENT, dated as of the 1st day of January , 1997, made by and
between Fairport Funds (formerly known as The Xxxxxxxx Family of Funds), a
business trust (the "Trust") operating as an open-end management investment
company registered under the Investment Company Act of 1940, as amended, duly
organized and existing under the laws of the State of Ohio and FPS Services,
Inc. ("FPS") (formerly known as Fund/Plan Services, Inc.), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and FPS entered into an Transfer Agent Services
Agreement dated January 20, 1995, wherein FPS agreed to provide certain
shareholder services to the Trust (the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement to reflect (i) the
respective change in names of the Parties; (ii) amendments to the services and
fees as set forth on the attached Schedules "A" and "B" respectively of the
Agreement; and (iii) the respective change of the names of the Trust's separate
series of shares as set forth on the attached Schedule "C."
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. That Schedule "A" of the Agreement be replaced in its entirety with
Schedule "A" attached hereto;
2. That Schedule "B" of the Agreement be replaced in its entirety with
Schedule "B" attached hereto; and
3. That Schedule "C" of the Agreement be replaced in its entirety with
Schedule "C" attached hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedules "X," "X" and "C,"
to be signed by their duly authorized officers as of the day and year first
above written.
Fairport Funds FPS Services, Inc.
----------------- ---------------------
------------------------------- -----------------------------
Xxxxx X. Xxxxxxxx, Chairman Xxxxxxx X. Xxxxx, President
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SCHEDULE "A"
=============
DATED JANUARY 1, 1997
=====================
FUND TRANSFER AGENT/SHAREHOLDER SERVICES
FOR
FAIRPORT FUNDS
Under this Agreement, the following services shall be provided:
I. - Shareholder File Services
1. Establish new accounts and enter demographic data into shareholder
base. Includes in-house processing and NSCC - Fund/SERV - Networking
transmissions.
2. Create Customer Information File (CIF) to link accounts within the Fund
and across funds within the Fund Group. Facilitates account
maintenance, lead tracking, quality control, household mailings and
combined statements.
3. 100% quality of new account information, including verification of
initial investment.
* 4. Systematic linkage of shareholder accounts with exact matches on SSN
and address for the purpose of consolidated account history reporting.
Periodic production of laser printed combined statements.
* 5. Production of household mailing labels which enable the Fund to do
special mailings to each address in the Fund Group rather than each
account.
6. Maintain account and customer file records based on shareholder request
and routine quality review.
7. Maintain tax ID certification and NRA records for each account,
including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity, dividends,
on-request, third party, and periodic mailings.
* 10. Produce shareholder lists, labels and ad hoc reports to Fund management
as requested.
11. Automated processing of dividends and capital gains with daily,
monthly, quarterly or annual distributions. Payment options include
reinvestment, directed payment to another fund, cash via mail, Fed
wire or ACH.
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12. Image all applications, account documents, data changes,
correspondence, monetary transactions, and other pertinent shareholder
documents.
II. - Shareholder Services
1. Provide quality service through a staff of highly trained NASD
licensed customer service personnel, including phone, research and
correspondence representatives.
2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases, redemptions,
exchanges, systematic withdrawals, pre-authorized drafts, FundSERV and
wire order trades, problem solving and process telephone transactions.
3. Silent monitoring of shareholder calls by the phone supervisor to
ensure exceptional customer service.
4. Record and maintain tape recordings of all shareholder calls for a six
month period.
5. Phone Supervisor produces daily management reports of shareholder
calls which track volumes, length of calls, average wait time and
abandoned call rates to ensure quality service.
6. Phone representatives are thoroughly trained through in house training
programs on the techniques of providing Exceptional Customer Service.
7. Customer inquiries received by letter or telephone are thoroughly
researched by a correspondence team member. These inquires include
such items, as account/customer file information, complete historical
account information, stop payments on checks, transaction details, and
lost certificates.
III. - Investment Processing
1. Initial investment (checks or Fed wires).
2. Subsequent investments (checks or Fed wires) processed through lock
box.
3. Pre-authorized investments (PAD) through ACH system.
4. Government allotments through ACH system.
5. Prepare and process telephone purchase transactions.
* 6. NSCC-FundSERV trades.
13
IV. - Redemption Processing
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal File and process automated
transactions on monthly basis.
4. Issue checkbooks and process checkbook redemptions through agent bank.
5. Redemptions proceeds distributed to shareholder by check, Fed wire or
ACH processing.
* 6. Provide NSCC - FundSERV trade processing.
V. - Exchange & Transfer Processing
1. Process legal transfers.
2. Issue and cancel certificates.
3. Replace certificates through surety bonds (separate charge to
shareholder).
4. Process exchange transactions (letter and telephone request).
5. Process ACATS transfers.
VI. - Retirement Plan Services
1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70-1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRA's and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
14
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
VII. - Settlement & Control
1. Daily review of processed shareholder transactions to assure input was
processed correctly. Accurate trade activity figures passed to Fund's
Accounting Agent by 10:00 a.m. EST.
2. Preparation of daily cash movement information to be passed to the
Fund's Accounting Agent and Custodian Bank by 10:00 a.m. EST for use
in determining Fund's daily cash availability.
3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Fund.
4. Resolve any outstanding share or cash issues that are not cleared by
trade date + 2.
5. Process shareholder adjustments to include the proper notification of
any booking entries needed, as well as any necessary cash movement.
6. Settlement and review of Fund's declared dividends and capital gains
to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is
posted. Verify the posting date shares, the rate used and the
NAV price of reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Fund's Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement information for the cash portion
of the dividend payment on payable date.
7. Placement of stop payments on dividend and liquidation checks as well
as the issuance of their replacements.
8. Maintain inventory control for stock certificates and dividend check
form.
9. Aggregate tax filings for all FPS clients. Monthly deposits to the IRS
of all types withhold from shareholder disbursements, distributions
and foreign account distributions. Correspond with the IRS concerning
any of the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV activity.
15
VIII. - Year End Processing
1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid Tax IDs. This includes initiating 31%
backup withholding and notifying shareholders of their tax status and
the corrective action which is needed.
2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.
3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of forms
to ensure compliance.
5. Coordinate year end activity with client. Activities include
producing year end statements, scheduling record dates for year
dividends and capital gains, production of combined statements and
printing of inserts to be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year to date. Dates and rates must be authorized
so that they can be used for reporting to the IRS.
7. Coordinate the ordering of form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy.
8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year end statements and tax forms.
9. Match and settle tax reporting totals to fund records and on-line
data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end
valuations. Quality assure forms before mailing to shareholders.
11. Monitor IRS deadlines and special events such as cross over dividends
and prior year XXX contributions.
12. Prepare IRS magnetic tapes and appropriate forms for the filing of
all reportable activity to the Internal Revenue Service.
IX. - Client Services
1. An Account Manager is assigned to each relationship. The Account
Manager acts as the liaison between the Fund and the Transfer Agency.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and follow-up,
and constant fund interaction on daily operational issues.
16
Specifically:
a. Scheduling of dividends, proxies, report mailing and special
mailings.
b. Coordinate with the Fund the shipment of materials for scheduled
mailings.
c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes, etc.
d. Handle all notification to the client regarding proxy tabulation
through the meeting. Coordinate scheduling of materials,
including voted cards, tabulation letters, and shareholder list,
to be available for the meeting.
e. Order special reports, tapes, discs for special systems requests
received.
f. Implement any new operational procedures, i.e., check writing
feature, load discounts, minimum waivers, sweeps, telephone
options, PAD promotions, etc.
g. Coordinate with systems, services and operations any special
events, i.e., mergers, new fund start ups, small account
liquidations, combined statements, household mailings, additional
mail files, etc.
h. Prepare standard operating procedures and review prospectuses for
new start up funds and our current client base. Coordinate
implementation of suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency staff regarding
all service and operational issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and mailroom.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at
the Fund's direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.
*Separate fees will apply for these services.
17
DAILY REPORTS
-------------
REPORT NUMBER REPORT DESCRIPTION
------------- ------------------
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
MONTHLY REPORTS
---------------
REPORT DESCRIPTION
------------------
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type
18
SCHEDULE "B"
============
DATED JANUARY 1, 1997
=====================
TRANSFER AGENT SERVICES FEE SCHEDULE
FOR
FAIRPORT FUNDS
This Fee Schedule is fixed for a period of two years from January 1,
1997 and shall not increase greater than 10% during the one year
period beginning January 1, 1999.
I. Base Fees
---------
A) Account Maintenance
-------------------
$15.00 per Account per year Annual Maintenance Fee subject to a
minimum monthly fee of $2,500 for Fairport Midwest Growth Fund,
$2,500 for Fairport Growth and Income Fund and $2,000 for Fairport
Government Securities Fund.
B) IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
--------------------------------------------------------
$12.00 per Account per Year Annual Maintenance Fee
II. Out of Pocket Expenses:
-----------------------
The Trust will reimburse FPS monthly for all reasonable out-of-pocket
expenses, including telephone, postage (including overnight services),
overdraft charges, Fund/SERV and Networking expenses, telecommunications
(fax etc.), special reports, record retention, transportation costs as
incurred and copying and sending materials to auditors and/or regulatory
agencies as incurred and approved.
III. Other Services Not Covered By This Agreement
--------------------------------------------
Activities of a non-recurring nature, including but not limited to, fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies, are not included
herein, and will be quoted separately. To the extent the Trust should
decide to issue multiple/separate classes of shares, additional fees may
apply. Any additional/enhanced services or reports will be quoted upon
request.
19
SCHEDULE "C"
============
JANUARY 1, 1997
===============
Identification of Series
------------------------
Below are listed the "Series" to which services under this Agreement are to be
performed as of the execution date of this Agreement:
Fairport Funds
1. Fairport Midwest Growth Fund
2. Fairport Growth and Income Fund
3. Fairport Government Securities Fund
This Schedule "C" may be amended from time to time by agreement of the Parties.
