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TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of
August, 1997, by and between Cadre Institutional Investors Trust (the "Trust")
on behalf of its portfolio known as the Liquid Asset Fund (the "Fund") and Cadre
Financial Services, Inc., a corporation organized under the laws of the State of
Delaware (hereinafter referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment
company which is registered under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, the Agent is registered under the Securities Exchange
Act of 1934 (the "1934 Act") as a transfer agent;
NOW, THEREFORE, the Trust, on behalf of the Fund, and the
Agent do mutually promise and agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE AGENT
Subject to the terms and conditions set forth in this
Agreement, the Trust hereby employs and appoints the Agent to act as transfer
agent, dividend disbursing agent, and shareholder servicing agent for the Fund.
The Agent shall perform all of the customary services of a
transfer agent, dividend disbursing agent and shareholder servicing agent, and
as relevant, agent in connection with accumulation, open account or similar
plans (including without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to the following and as more
fully described in Exhibit A:
A. Receive orders for the purchase of shares, with
prompt delivery, where appropriate, of payment and
supporting documentation to the Fund's custodian;
B. Process purchase orders and issue the appropriate
number of uncertificated shares with such
uncertificated shares being held in the appropriate
shareholder account;
C. Process redemption requests received in good order
and, where relevant, deliver appropriate
documentation to the Fund's custodian;
D. Pay moneys (upon receipt from the Fund's custodian,
where relevant) in accordance with the instructions
of redeeming shareholders;
E. Process transfers of shares in accordance with the
shareowner's instructions;
F. Process exchanges between funds within the same
family of funds, if applicable;
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G. Prepare and transmit payments for dividends and
distributions declared by the Fund;
H. Make changes to shareholder records, including, but
not limited to, address changes in plans (i.e.,
systematic withdrawal, automatic investment, dividend
reinvestment, etc.);
I. Record the issuance of shares of the Fund and
maintain, pursuant to Rule 17Ad-10(e) under the 1934
Act, a record of the total number of shares of the
Fund's which are authorized, issued and outstanding
and such other records as are required to be
maintained by a transfer agent for open-end
registered investment companies by the rules adopted
under the 1934 Act;
J. Prepare shareholder meeting lists and, if applicable,
mail, receive and tabulate proxies;
K. Mail shareholder reports and prospectuses to current
shareholders;
L. Prepare and file U.S. Treasury Department forms 1099
and other appropriate information returns required
with respect to dividends and distributions for all
shareholders;
M. Provide shareholder account information upon request
and prepare and mail confirmations and statements of
account to shareholders for all purchases,
redemptions and other confirmable transactions as
agreed upon with the Trust; and
N. Provide a Blue Sky System which will enable the Fund
to monitor the total number of shares sold in each
state. In addition, the Fund shall identify to the
Agent in writing those transactions and assets to be
treated as exempt from the Blue Sky reporting to the
Fund for each state. The responsibility of the Agent
for the Fund's Blue Sky state registration status is
solely limited to the initial compliance by the Fund
and the reporting of such transactions to the Fund.
2. COMPENSATION AND EXPENSES
As full compensation for the services and facilities furnished
to the Trust and the expenses assumed by the Agent under this Agreement, the
Trust shall pay to the Agent a fee with respect to each Fund, as calculated in
accordance with Schedule A hereto. The Agent shall bear all of the costs of
providing services hereunder.
The Fund agrees to pay all reimbursable expenses within thirty
(30) days following receipt of a notice for reimbursement of such expenses.
3. REPRESENTATIONS OF AGENT
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The Agent represents and warrants to the Trust that:
A. It is a corporation duly organized, existing and in
good standing under the laws of Delaware.
B. It is duly qualified to carry on its business and
duly registered as a transfer agent under the 1934
Act;
C. It is empowered under applicable laws and by its
charter and bylaws to enter into and perform this
Agreement;
D. All requisite corporate proceedings have been taken
to authorize it to enter and perform this Agreement;
and
E. It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
4. REPRESENTATIONS OF THE TRUST
The Trust represents and warrants to the Agent that:
A. The Trust is registered under the 1940 Act as an
open-ended, diversified management investment
company;
B. The Trust is a business trust organized, existing,
and in good standing under the laws of Delaware;
C. The Trust is empowered under applicable laws and by
its Declaration of Trust and other governing
documents to enter into and perform this Agreement;
D. All necessary proceedings required to be taken by the
Trust to authorize it to enter into and perform this
Agreement;
E. The Trust will comply with all applicable
requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, and all other laws,
rules and regulations of governmental authorities
having jurisdiction; and
F. A registration statement under the Securities Act of
1933 covering shares of the Fund is currently
effective and will remain effective. Appropriate
state securities law filings have been made and will
continue to be made, with respect to all shares of
the Fund being offered and sold.
5. COVENANTS OF THE TRUST AND THE AGENT
The Fund shall furnish the Agent a certified copy of the
resolution of the Board of Trustees of the Trust authorizing the appointment of
the Agent and the execution of this Agreement. The Trust shall provide to the
Agent a copy of its Declaration of Trust and all amendments.
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The Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the 1940 Act and the rules thereunder, the
Agent agrees that all such records prepared or maintained by the Agent relating
to the services to be performed by the Agent hereunder are the property of the
Trust and will be preserved, maintained and made available in accordance with
such section and rules and will be surrendered to the Trust on and in accordance
with its request.
6. LIABILITY; INDEMNIFICATION
The Agent agrees to use reasonable care and to act in good
faith in performing its duties hereunder and shall not be liable for any error
in judgment or mistake of law or for any loss suffered by the Trust or the Fund
in connection with the matters to which this Agreement relates, provided that
the Agent has acted in accordance with such standard and with the terms of this
Agreement.
Notwithstanding the foregoing, the Agent shall not be liable
or responsible for delays or errors occurring by reason of circumstances beyond
its control, including acts of civil or military authority, national or state
emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts
of God, insurrection or war. In the event of a mechanical breakdown beyond its
control, the Agent shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond the Agent's
control. The Agent will make every reasonable effort to restore any lost or
damaged data, and the correct of any errors resulting from such a breakdown will
be at the Agent's expense. The Agent agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment to the
extent appropriate equipment is available.
The Trust will indemnify and hold the Agent harmless against
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) ("Losses") resulting from any claim,
demand, action or suit and arising out of or in connection with the Agent's
duties on behalf of the Trust hereunder, except insofar as such Losses result
from the willful misfeasance, bad faith or gross negligence of the Agent in the
performance of its duties hereunder or from its reckless disregard of such
duties.
In performing services hereunder, Agent shall be entitled to
rely and to act upon: (i) telephone instructions relating to the exchange or
redemption of shares received by the Agent and reasonably believed by the Agent
to have originated from the record owner of the subject shares; (ii) any
instructions executed or orally communicated by a duly authorized officer or
employee of the Trust, according to such lists of authorized officers and
employees furnished to the Agent and as amended from time to time in writing by
a resolution of the Board of Directors of the Trust; and (iii) any genuine
instrument signed, countersigned or executed by any person or persons authorized
to sign, countersign or execute the same.
7. NEW YORK LAW TO APPLY
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This Agreement shall be deemed to have been executed in New
York and shall be construed and the provisions thereof interpreted under and in
accordance with the substantive laws of the State of New York, without regard to
the conflicts of laws provisions of such state.
8. TERM, AMENDMENT, ASSIGNMENT, TERMINATION AND NOTICE
A. This Agreement shall become effective as of the date
set forth above for an initial term of two years and
shall continue in effect from year to year thereafter
provided that each such continuance is approved
annually by the Board of Trustees of the Trust,
including the vote of a majority of the Trustees who
are not "interested persons" of the Trust, as defined
by the 1940 Act and the rules thereunder.
B. This Agreement may be amended by the mutual written
consent of the parties.
C. This Agreement may be terminated upon ninety (90)
days written notice given by one party to the other.
D. This Agreement and any right or obligation hereunder
may not be assigned by either party without the
signed, written consent of the other party; provided,
however, that the Agent may assign this Agreement
without such consent in a transaction which does not
constitute an "assignment" as defined by the 1940 Act
and the rules thereunder.
E. Any notice required to be given by the parties to
each other under the terms of this Agreement shall be
in writing, addressed and delivered, or mailed to the
principal place of business of the other party.
F. In the event that the Trust gives to the Agent
written notice of its intention to terminate this
Agreement and appoint a successor transfer agent, the
Agent agrees to cooperate in the transfer of its
duties and responsibilities to the successor,
including the transfer of any and all relevant books,
records and other data established or maintained by
the Agent under this Agreement.
G. Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement
of records and material will be paid by the Trust.
9. NATURE OF THE TRUST
A. Article 5 of the Declaration of Trust contains
provisions limiting the liability of the Trustees,
officers, employees and agents of the Trust. The
obligations of the Trust created hereunder are not
personally binding upon, nor shall resort be had to
the property of, any of the Trustees, officers,
employees or agents of the Trust or of the
Shareholders of the Fund, and only that portion of
the Fund property necessary to satisfy the
obligations of the trust arising hereunder shall be
bound or affected by the operation of this Agreement.
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B. Third Parties. When dealing with third parties on
behalf of the Fund, Agent shall include such recitals
in written documents as may be reasonably requested
by the Trust regarding the limitation of liability of
the Board of Trustees, the Fund's shareholders, and
the Trust's officers, employees and agents to third
parties.
IN WITNESS WHEREOF, the authorized representatives of the
parties hereto have executed this Agreement as of the date first written above.
Cadre Institutional Investors Trust Cadre Financial Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxxxx
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Attest: Xxxxxxx X. Xxxxxxxx Attest: Xxxxxxx X. Xxxxxxxx
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SCHEDULE A
As full compensation for the services and facilities furnished to the Trust
and the expenses assumed by the Agent under this Agreement, the Liquid Asset
Fund, the sole Fund as of the date of this Agreement, shall pay to the Agent
monthly compensation calculated daily at the annual rate of .05% of such Fund's
net assets up to $250,000,000, .04% of the Fund's net assets greater the
$250,000,000 and less than $1,000,000,000, and .03% of the Fund's net assets
above $1,000,000,000. Such calculations shall be made by applying 1/365th of the
annual rate to the Fund's net assets each day determined as of the close of
business on that day or the last previous business day. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above.
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EXHIBIT A
DUTIES OF THE AGENT
1. SHAREHOLDER INFORMATION
The Agent shall maintain a record of the number of shares held by each
holder of record which shall include their addresses and taxpayer
identification numbers.
2. SHAREHOLDER SERVICES
The 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 Agent and the Trust. The 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 Agent shall furnish the Trust on a state-by-state basis, sales
reports, such periodic and special reports as the Trust 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 Trust and the Agent.
4. UNCERTIFICATED SHARES
(a) With respect to shares held in open accounts or uncertificated
form (i.e., no certificate being issued with respect thereto),
the Agent shall maintain comparable records of the
recordholders thereof, including their names, addresses, and
taxpayer identification numbers.
5. MAILING COMMUNICATIONS TO SHAREHOLDERS: PROXY MATERIALS
At the expense of the Trust, the Agent will address and mail to
shareholders of the Fund, all reports to shareholders, dividend and
distribution notices, and proxy material for meeting of shareholders.
In connection with the meetings of shareholders, the Agent will prepare
shareholder lists, mail, and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies
voted prior to meetings (act as inspector of election at meetings and
certify shares voted at meetings).
6. SALES OF SHARES
(a) PROCESSING OF INVESTMENT CHECKS OR OTHER INVESTMENTS
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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, or drawn or endorsed to the Distributor
of the Fund's shares for the purchase of shares, the 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 and 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 Fund's custodian has
received the amount of money specified in the immediately
preceding paragraph, the 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 and regulations.
(c) CONFIRMATIONS
The Agent shall send to purchasers of shares confirmations of
their purchases and periodic statements 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 as the Trust and the Agent may agree from time to
time. Such confirmations and statements will be sent at such
times as may be required by applicable laws and regulations or
as may otherwise be agreed to by the Trust and the Agent in
compliance with such laws and regulations.
(d) SUSPENSION OF SALE OF SHARES
The Agent shall not be required to issue any shares of the
Fund where it has received a written instruction from the
Trust 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 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 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 Agent will: (i)
give prompt notice of such return to the Trust or its
designee; (ii) place a stop transfer order against all shares
issued as a result of such
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check or order; and (iii) take such actions as the Agent may
from time to time deem appropriate.
7. REDEMPTIONS
(a) REQUIREMENTS FOR TRANSFER OR REDEMPTION OF SHARES
The Agent shall process all requests from shareholders to
transfer or redeem shares in accordance with the procedures
set forth in the Fund's Prospectus, including, but not limited
to, all requests from shareholders to redeem shares 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 Agent will transfer or redeem shares upon receipt of
written instructions, accompanied by such documents as the
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.
The 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 may
require a guarantee of signature by a member firm of a
national securities exchange, by any national bank or trust
company, by any member bank of the Federal Reserve system or
by other eligible guarantor institution. The 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 Agent, in its 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 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 New York, which, in the opinion
of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection
with the transfer or redemption of shares. The Trust may
authorize the Agent to waive the signature guarantee in
certain cases by written instructions.
For the purposes of the redemption of shares of the Fund which
have been purchased within 15 days of a redemption request,
the Trust shall provide the Agent with written instructions
concerning the time within which such requests may be honored.
(b) NOTICE TO CUSTODIAN AND FUND
When shares are redeemed, the Agent shall, upon receipt of the
instructions and documents in proper form, deliver to the
Fund's custodian and the Trust a notification setting forth
the number of shares to be redeemed. Such redemptions shall be
reflected
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on appropriate accounts maintained by the Agent reflecting
outstanding shares of the Fund and shares attributed to
individual accounts and, if applicable, any individual
withdrawal or distribution plan.
(c) PAYMENT OF REDEMPTION PROCEEDS
The Agent shall, upon receipt of the moneys paid to it by the
Fund's 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
Fund's Prospectus; provided, however, that the Agent shall pay
the proceeds of any redemption of shares purchased within a
period of time agreed upon in writing by the Agent and the
Trust, only in accordance with procedures agreed to in writing
by the Agent and the Trust, for determining that good funds
have been collected for the purchase of such shares. The Trust
shall indemnify the Agent for any payment of redemption
proceeds or refusal to make such payment, if the payment or
refusal to pay is in accordance with said written procedures.
The 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 Agent of
notification of the suspension of the determination of the
Fund's net asset value.
8. DIVIDENDS
(a) NOTICE TO AGENT AND CUSTODIAN
Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Trust with
respect to shares, the Trust shall furnish to the Agent a copy
of a resolution of its Board of Trustees, certified by the
Secretary of the Trust, setting forth 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 Agent on the
payment date, and whether such dividend or distribution is to
be paid in shares of such class at net asset value.
On or before the payment date specified in such resolution of
the Board of Trustees, the Trust will cause the custodian of
the Fund to pay to the Agent sufficient cash to make payment
to the shareholders of record as of such payment date.
(b) PAYMENT OF DIVIDENDS BY THE AGENT
The Agent will, on the designated payment date, automatically
reinvest all dividends required to be reinvested in additional
shares at net asset value (determined on such date), and mail
to shareholders statements at such times as may be required by
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applicable law or agreed to by the Trust and the Agent showing
the number of full and fractional shares (rounded to three
decimal places) then currently owned by the shareholders and
the net asset value of the shares so credited to the
shareholders' accounts.
(c) INSUFFICIENT FUNDS FOR PAYMENTS
If the Agent does not receive sufficient cash from the Fund's
custodian to make total dividend and/or distribution payments
to all shareholders as of the record date, the Agent will,
upon notifying the Trust, withhold payment to all shareholders
of record as of the record date, until such sufficient cash is
provided to the Agent.
(d) INFORMATION RETURNS
It is understood that the 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.
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