TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of , 1996 by
and between PFPC INC., a Delaware corporation ("PFPC"), Xxxxxx
Insight Funds Trust, a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to serve as
transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to its investment portfolios listed
on Exhibit A attached hereto and made a part hereof, as such
Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.
(c) "Authorized Person" means any officer of the
Fund and any other person duly authorized by the Fund's Board of
Trustees to give Oral and Written Instructions on behalf of the
Fund and listed on the Authorized Persons Appendix attached
hereto and made a part hereof or any amendment thereto as may be
received by PFPC. An Authorized Person's scope of authority may
be limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as
amended.
(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.
(f) "SEC" means the Securities and Exchange
Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934
Act, the 1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial interest
of any series or class of the Fund.
(i) "Written Instructions" mean written
instructions signed by an Authorized Person and received by PFPC.
The instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve
as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to the Fund in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or,
where applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Fund's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services to the
Fund and approving this Agreement;
(b) A copy of the Fund's most recent
effective registration statement;
(c) A copy of the advisory agreement with
respect to each investment Portfolio of the Fund (each, a
Portfolio);
(d) A copy of the distribution agreement with
respect to each class of Shares of the Fund;
(e) A copy of each Portfolio's administration
agreements if PFPC is not providing the Portfolio with such
services;
(f) Copies of any shareholder servicing
agreements made in respect of the Fund or a Portfolio; and
(g) Copies (certified or authenticated where
applicable) of any and all amendments or supplements to the
foregoing.
4. Compliance with Rules and Regulations. PFPC
undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such
compliance by the Fund or any of its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement,
PFPC shall act only upon Oral and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral
and Written Instructions it receives from an Authorized Person
(or from a person reasonably believed by PFPC to be an Authorized
Person) pursuant to this Agreement. PFPC may assume that any
Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or
this Agreement or of any vote, resolution or proceeding of the
Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC receives
the Written Instructions by the close of business on the same day
that such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PFPC shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral or
Written Instructions reasonably appear to have been received from
an Authorized Person, PFPC shall incur no liability to the Fund
in acting upon such Oral or Written Instructions provided that
PFPC's actions comply with the other provisions of this
Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to
any action it should or should not take, PFPC may request
directions or advice, including Oral or Written Instructions,
from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt
as to any question of law pertaining to any action it should or
should not take, PFPC may request advice at its own cost from
such counsel of its own choosing (who may be counsel for the
Fund, the Fund's investment adviser or PFPC, at the option of
PFPC).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral or Written Instructions PFPC
receives from the Fund, and the advice it receives from counsel,
PFPC may rely upon and follow the advice of counsel. In the
event PFPC so relies on the advice of counsel, PFPC remains
liable for any action or omission on the part of PFPC which
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in
any action it takes or does not take in reliance upon directions,
advice or Oral or Written Instructions it receives from the Fund
or from counsel and which PFPC believes, in good faith, to be
consistent with those directions, advice or Oral or Written
Instructions. Nothing in this section shall be construed so as
to impose an obligation upon PFPC (i) to seek such directions,
advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written
Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or
not taking such action. Nothing in this subsection shall excuse
PFPC when an action or omission on the part of PFPC constitutes
willful misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities
set forth in this Agreement.
7. Records; Visits. The books and records pertaining to
the Fund, which are in the possession or under the control of
PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws, rules and regulations. The
Fund and Authorized Persons shall have access to such books and
records at all times during PFPC's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and
records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential
all records of the Fund and information relating to the Fund and
its shareholders, unless the release of such records or
information is otherwise consented to, in writing, by the Fund.
The Fund agrees that such consent shall not be unreasonably
withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings or when required to
divulge such information or records to duly constituted
authorities.
9. Cooperation with Accountants. PFPC shall cooperate
with the Fund's independent public accountants and shall take all
reasonable actions in the performance of its obligations under
this Agreement to ensure that the necessary information is made
available to such accountants for the expression of their
opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
11. Compensation. As compensation for services rendered
by PFPC during the term of this Agreement, the Fund will pay to
PFPC a fee or fees as may be agreed to from time to time in
writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and
hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws, and amendments
thereto), and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which PFPC takes (i) at the request or
on the direction of or in reliance on the advice of the Fund or
(ii) upon Oral or Written Instructions. Neither PFPC, nor any of
its affiliates, shall be indemnified against any liability (or
any expenses incident to such liability) arising out of PFPC' s
or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations
under this Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action
on behalf of the Fund except as specifically set forth herein or
as may be specifically agreed to by PFPC in writing. PFPC shall
be obligated to exercise care and diligence in the performance of
its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the
foregoing or of any other provision of this Agreement, (i) PFPC,
shall not be liable for losses beyond its control, provided that
PFPC has acted in accordance with the standard of care set forth
above; and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral or Written
Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil or
military authority, national emergencies, labor difficulties,
fire, flood, catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power
supply.
(c) Notwithstanding anything in this Agreement to
the contrary, neither PFPC nor its affiliates shall be liable to
the Fund for any consequential, special or indirect losses or
damages which the Fund may incur or suffer by or as a consequence
of PFPC's or its affiliates' performance of the services provided
hereunder, whether or not the likelihood of such losses or
damages was known by PFPC or its affiliates.
14. Description of Services.
(a) Services Provided on an Ongoing Basis, If
Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder
registrations;
(iii) Review new applications and correspond
with shareholders to complete or correct information:
(iv) Direct payment processing of checks or
wires;
(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders
confirmation of activity;
(viii) Provide toll-free lines for direct
shareholder use, plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to
broker-dealers of their clients' activity, whether executed
through the broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and
statistics to the clients;
(xi) Provide detailed data for
underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax
and statement information;
(xiii) Notify on a timely basis the
investment adviser, accounting agent, and custodian of fund
activity; and
(xiv) Perform other participating broker-dealer
shareholder services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral or Written
Instructions.
(i) Accept and post daily Fund purchases and
redemptions;
(ii) Accept, post and perform shareholder
transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when
requested in writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and
credit an account of an investor, in the manner described in the
Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a
shareholder account; and
(iii) Confirmation of receipt or crediting of
funds for such order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares
only if that function is properly authorized by the certificate
of incorporation or resolution of the Fund's Board of Trustees.
Shares shall be redeemed and payment therefor shall be made in
accordance with the Fund's prospectus. When the recordholder
tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares shall
be redeemed before the funds are provided to PFPC from the Fund's
custodian (the "Custodian"). If the recordholder has not
directed that redemption proceeds be wired, when the Custodian
provides PFPC with funds, the redemption check shall be sent to
and made payable to the recordholder, unless:
(i) the Surrendered certificate is drawn to
the order of an assignee or holder and transfer authorization is
signed by the recordholder; or
(ii) Transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and
made payable to the broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a
resolution of the Fund's Board of Trustees authorizing the
declaration and payment of dividends and distributions, PFPC
shall issue dividends and distributions declared by the Fund in
Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Fund's prospectus.
Such issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any
applicable tax laws or other laws, rules or regulations. PFPC
shall mail to the Fund's shareholders such tax forms and other
information, or permissible substitute notice, relating to
dividends and distributions paid by the Fund as are required to
be filed and mailed by applicable law, rule or regulation. PFPC
shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all dividends
above a stipulated amount paid by the Fund to its shareholders as
required by tax or other law, rule or regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire
orders, checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus,
for a shareholder's:
- Exchange of Shares for shares of another
fund with which the Fund has exchange privileges;
- Automatic redemption from an account
where that shareholder participates in a automatic redemption
plan; and/or
- Redemption of Shares from an account with
a checkwriting privilege.
(g) Communications to Shareholders. Upon timely
Written Instructions, PFPC shall mail all communications by the
Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the
accounts for each shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and the
date and price for all transactions on a shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer
agent to perform any calculations contemplated or required by
this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place
a stop notice against any certificate reported to be lost or
stolen and comply with all applicable federal regulatory
requirements for reporting such loss or alleged misappropriation.
A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon
a request from any Fund shareholder to inspect stock records,
PFPC will notify the Fund and the Fund will issue instructions
granting or denying each such request. Unless PFPC has acted
contrary to the Fund's instructions, the Fund agrees and does
hereby, release PFPC from any liability for refusal of permission
for a particular shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of
Certificates.
Upon receipt of Written Instructions, PFPC shall
cancel outstanding certificates surrendered by the Fund to reduce
the total amount of outstanding shares by the number of shares
surrendered by the Fund.
15. Duration and Termination. This Agreement shall
continue until terminated by the Fund or by PFPC on sixty (60)
days' prior written notice to the other party.
16. Notices. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at
, Attn: or (c) if to neither of the foregoing,
at such other address as shall have been given by like notice to
the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed.
If notice is sent by messenger, it shall be deemed to have been
given on the day it is delivered.
17. Amendments. This Agreement, or any term thereof, may
be changed or waived only by a written amendment, signed by the
party against whom enforcement of such change or waiver is
sought.
18. Delegation; Assignment. PFPC may assign its rights
and delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or PNC Bank
Corp., provided that (i) PFPC gives the Fund thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees with
PFPC and the Fund to comply with all relevant provisions of the
1940 Act; and (iii) PFPC and such delegate (or assignee) promptly
provide such information as the Fund may request, and respond to
such questions as the Fund may ask, relative to the delegation
(or assignment), including (without limitation) the capabilities
of the delegate (or assignee).
19. Counterparts. This Agreement may be executed 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.
20. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody
in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in 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.
(c) Governing Law. This Agreement shall be deemed
to be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(d) Partial Invalidity. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
(e) Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature
of any party to this Agreement shall constitute the valid and
binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.
By:
Title:
Xxxxxx Insight Funds Trust
By:
Title:
EXHIBIT A
THIS EXHIBIT A, dated as of , 1996,
is Exhibit A to that certain Transfer Agency Services Agreement
dated as of , 1996 between PFPC Inc.
and .
PORTFOLIOS
Xxxxxx Insight Equity Income Fund
Xxxxxx Insight Growth Fund
Xxxxxx Insight Small-Cap Opportunity Fund
Xxxxxx Insight Index Fund
Xxxxxx Insight International Fund
Xxxxxx Insight Balanced Fund
Xxxxxx Insight Convertible Securities Fund
Xxxxxx Insight Bond Fund
Xxxxxx Insight Intermediate Government Bond Fund
Xxxxxx Insight Tax-Exempt Bond Fund
Xxxxxx Insight Tax-Exempt Intermediate Bond Fund
PFPC INC.
By:
Title:
Xxxxxx Insight Funds Trust
By:
Title:
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
14
bankgrp\xxxxxx\agreemen\transfer\tranagnt.doc
