1838 INVESTMENT ADVISORS FUNDS
MBIA MUNICIPAL INVESTORS SERVICE CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 13th day of
May, 2004, between 1838 Investment Advisers Funds, a Delaware, business trust
(the "Trust"), and MBIA Municipal Investors Service Corporation ("MBIA"),
a corporation organized under the laws of the State of Delaware.
WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale one or more distinct series of shares of
beneficial interest ("Series"), par value $0.001 per share, each corresponding
to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided
interest in the assets, subject to the liabilities, allocated to that Series and
each Series has a separate investment objective and policies;
WHEREAS, at the present time, the Trust has established two
Series: 1838 International Equity Fund and 1838 Fixed Income Fund;
WHEREAS, the Trust desires to avail itself of the services of
MBIA to serve as the Trust's transfer agent; and
WHEREAS, MBIA is willing to furnish such services to the Trust
with respect to each Series listed in Schedule A to this Agreement (each, a
"Portfolio," and together the "Portfolios") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Trust and MBIA agree as follows:
1. Appointment. The Trust hereby appoints MBIA as transfer
agent, registrar and dividend disbursing agent for the shares of beneficial
interest of the Trust (the "Shares") and as servicing agent in connection with
the disbursements of dividends and distributions and as shareholders' servicing
agent for the Trust, each such appointment to take effect as of the date first
written above, and MBIA shall act as such and perform its obligations thereof
upon the terms and conditions hereafter set forth and in accordance with the
principles of principal and agent enunciated by the common law.
2. Documents. The Trust has furnished MBIA with copies
properly certified or authenticated of each of the following:
a. The Trust's Declaration of Trust filed with the
Secretary of the State of Delaware on December 9, 1994 and all amendments
thereto and restatements thereof;
b. The Trust's By-laws and all amendments thereto
and restatements thereof (such
By-laws, as presently in effect and as they shall from time to time be amended
or restated, are herein called "By-laws");
c. Resolutions of the Trust's Board of Trustees
authorizing the appointment of MBIA to provide certain transfer agency services
to the Trust and approving this Agreement;
d. The Trust's Notification of Registration filed
e. The Trust's most recent Registration Statement on
Form N-1A under the Securities Act of 1933 (the "1933 Act") (File No. 33-87298 )
and under the Investment Company Act (File No. 811-8902), as filed with the SEC
relating to shares of beneficial interest in the Trust, and all amendments
thereto;
f. The Trust's most current Prospectuses and
Statements of Additional Information relating to the Portfolio(s); and
g. The executed Trust agreements listed on Schedule
B hereto; and
h. If required, a copy of either (i) a filed notice
of eligibility to claim the exclusion from the definition of "commodity pool
operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA")
that is provided in Rule 4.5 under the CEA, together with all supplements as are
required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a letter
which has been granted the Trust by the CFTC which states that the Trust will
not be treated as a "pool" as defined in Section 4. 10(d) of the CFTC's General
Regulations, or (iii) a letter which has been granted the Trust by the CFTC
which states that CFTC will not take any enforcement action if the Trust does
not register as a "commodity pool operator."
The Trust will furnish MBIA from time to time with copies,
properly certified or authenticated, of all additions, amendments or supplements
to the foregoing, if any.
3. Definitions.
a. Authorized Person. As used in this Agreement, the
term "Authorized Person" means any officer of the Trust and any other person,
whether or not any such person is an officer or employee of the Trust, duly
authorized by the Trustees of the Trust to give Oral and Written Instructions on
behalf of the Portfolio(s) and certified by the Secretary or Assistant Secretary
of the Trust or any amendment thereto as may be received by MBIA from time to
time.
b. Oral Instructions. As used in this Agreement, the
term "Oral Instructions" means oral instructions actually received by MBIA from
an Authorized Person or from a person reasonably believed by MBIA to be an
Authorized Person. The Trust agrees to deliver to MBIA, at the time and in the
manner specified in Section 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
c. Written Instructions. As used in this Agreement,
the term "Written Instructions" means written instructions delivered by hand,
mail, telegram, cable, telex or facsimile, signed by an Authorized Person and
received by MBIA.
4. Instructions Consistent with Declaration of Trust, etc.
a. Unless otherwise provided in this Agreement, MBIA
shall act only upon Oral or Written Instructions. Although MBIA may know of the
provisions of the Declaration of Trust and Bylaws of the Trust, MBIA may assume
that any Oral or Written Instructions received hereunder are not in any way
inconsistent with any provision of such Declaration of Trust or Bylaws or any
vote, resolution or proceeding of the shareholders, or of the Trustees, or of
any committee thereof.
b. MBIA shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by MBIA pursuant to
this Agreement. The Trust agrees to forward to MBIA Written Instructions
confirming Oral Instructions in such manner that the Written Instructions are
received by MBIA by the close of business of the same day that such Oral
Instructions are given to MBIA. The Trust agrees that the fact that such
confirming Written Instructions are not received by MBIA shall in no way affect
the validity of the transactions or enforceability of the transactions
authorized by such Oral Instructions. The Trust agrees that MBIA shall incur no
liability to the Trust in acting upon Oral Instructions given to MBIA hereunder
concerning such transactions, provided such instructions reasonably appear to
have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, MBIA is authorized to take the following actions:
a. Issuance of Shares. Upon receipt of a purchase
order from the Distributor, as defined in the Underwriting Agreement between the
Trust and the Distributor or a prospective shareholder for the purchase of
Shares and sufficient information to enable MBIA to establish a shareholder
account or to issue Shares to an existing shareholder account, and after
confirmation of receipt or crediting of Federal funds for such order from MBIA's
designated bank, MBIA shall issue and credit the account of the investor or
other record holder with Shares in the manner described in the Prospectus. MBIA
shall deposit all checks received from prospective shareholders into an account
on behalf of the Trust, and shall promptly transfer all Federal funds received
from such checks to the Custodian, as defined in the Custodian Agreement between
the Trust and the Custodian. (References herein to "Custodian" shall also be
construed to refer to a "Sub-Custodian" if such appointment has been made.) If
so directed by the Distributor, the confirmation supplied to the shareholder to
xxxx such issuance will be accompanied by a Prospectus.
b. Transfer of Shares; Uncertificated Securities. If
a shareholder does not hold a certificate representing the number of Shares
owned and provides MBIA with instructions for the transfer of such Shares which
include a signature guaranteed by a commercial bank, trust company or member
firm of a national securities exchange and such other appropriate documentation
to permit a transfer, then MBIA shall register such Shares and shall deliver
them pursuant to instructions received from the transferor, pursuant to the
rules and regulations of the SEC, and the laws of the State of Delaware relating
to the transfer of shares of beneficial interest.
c. Share Certificates. If at any time a Portfolio
issues share certificates, the following provisions will apply:
(1) The Trust will supply MBIA with a sufficient
supply of share certificates representing Shares, in the form approved from time
to time by the Trustees of the Trust, and, from time to time, shall replenish
such supply upon request of MBIA. Such share certificate shall be properly
signed, manually or by facsimile signature, by the duly authorized officers of
the Trust, and shall bear the corporate seal or facsimile thereof of the Trust,
and notwithstanding the death, resignation or removal of any officer of the
Trust, such executed certificates bearing the manual or facsimile signature of
such officer shall remain valid and may be issued to shareholders until MBIA is
otherwise directed by Written Instructions.
(2) In the case of the loss or destruction of
any certificate representing Shares, no new certificate shall be issued in lieu
thereof, unless there shall first have been furnished an appropriate bond of
indemnity issued by a surety company approved by MBIA.
(3) Upon receipt of signed share certificates,
which shall be in proper form for transfer, and upon cancellation or destruction
thereof, MBIA shall countersign, register and issue new certificates for the
same number of Shares and shall deliver them pursuant to instructions received
from the transferor, the rules and regulations of the SEC, and the laws of the
State of Delaware relating to the transfer of shares of beneficial interest.
(4) Upon receipt of the share certificates,
which shall be in proper form for transfer, together with the shareholder's
instructions to hold such share certificates for safekeeping, MBIA shall reduce
such Shares to uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the transfer books.
(5) Upon receipt of written instructions from a
shareholder of uncertificated securities for a certificate in the number of
shares in its account, MBIA will issue such share certificates and deliver them
to the shareholder.
d. Redemption of Shares. Upon receipt of a redemption
order from the Distributor or a shareholder, MBIA shall redeem the number of
Shares indicated thereon from the redeeming shareholder's account and receive
from the Trust's Custodian and disburse pursuant to the instructions of a
redeeming shareholder or his or her agent the redemption proceeds therefor, or
arrange for direct payment of redemption proceeds by the Custodian to the
redeeming shareholder or as instructed by the shareholder or his or her agent,
in accordance with such procedure, and controls as are mutually agreed upon from
time to time by and among the Trust, MBIA and the Trust's Custodian.
6. Authorized Issued and Outstanding Shares. The Trust agrees
to notify MBIA promptly of any change in the number of authorized Shares and of
any change in the number of Shares registered under the 1933 Act, as amended or
termination of the Trust's declaration under Rule 24f-2 of the 1940 Act. The
Trust has advised MBIA, as of the date hereof, of the number of Shares (i) held
in any redemption or repurchase account, and (ii) registered under the 1933 Act,
as amended, which are unsold. In the event that the Trust shall declare a stock
dividend, a stock split or a reverse stock split, the Trust shall deliver to
MBIA a certificate, upon which MBIA shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, (ii) that all appropriate
corporate action has been taken, and (iii) that any amendment to the Declaration
of Trust of the Trust which may be required has been filed and is effective.
Such certificate shall be accompanied by an opinion of counsel to the Trust
relating to the legal adequacy and effect of the transaction.
7. Dividends and Distributions. The Trust shall furnish MBIA
with appropriate evidence of action by the Trust's Trustees authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After deducting any amount required to be withheld by any applicable
tax laws, rules and regulations or other applicable laws, rules and regulations,
MBIA shall in accordance with the instructions in proper form from a shareholder
and the provisions of the Trust's Declaration of Trust and Prospectus, issue and
credit the account of the shareholder with Shares, or, if the shareholder so
elects, pay such dividends or distributions in cash to the shareholder in the
manner described in the Prospectus. In lieu of receiving from the Trust's
Custodian and paying to shareholders cash dividends or distributions, MBIA may
arrange for the direct payment of cash dividends and distributions to
shareholders by the Custodian, in accordance with such procedures and controls
as are mutually agreed upon from time to time by and among the Trust, MBIA and
the Trust's Custodian.
MBIA shall prepare, file with the Internal Revenue Service and
other appropriate taxing authorities, and address and mail to shareholders such
returns and information relating to dividends and distributions paid by the
Trust as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of the
Trust, MBIA shall mail certain requests for shareholders' certifications under
penalties of perjury and pay on a timely basis, to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions paid by the
Trust, all as required by applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Trust's
Trustees that are not inconsistent with this Agreement and are provided to MBIA
from time to time, and such procedures and controls as are mutually agreed upon
from time to time by and among the Trust, MBIA and the Trust's Custodian, MBIA
shall arrange for issuance of Shares obtained through transfers of funds from
shareholders' accounts at financial institutions.
8. Communications with Shareholders.
a. Communications to Shareholders. MBIA will address
and mail all communications by the Trust to its shareholders, including reports
to shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy material for its
meetings of shareholders. MBIA will receive and tabulate the proxy cards for
shareholder meetings. The Trust has the responsibility for the timely
transmission of shareholder materials to MBIA.
b. Correspondence. MBIA will answer such
correspondence from shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between MBIA and the Trust.
9. Services to be Performed. MBIA shall be responsible for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Trust's custodian bank
in connection with shareholder redemption by check) of the Trust's Shares as set
forth in Schedule C. The details of the operating standards and procedures to be
followed shall be determined from time to time by agreement between MBIA and the
Trust and may be expressed in written schedules which shall constitute
attachments to this Agreement.
10. Recordkeeping and Other Information.
a. MBIA shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule D.
b. MBIA shall create and maintain all necessary
records in accordance with all applicable laws, rules and regulations, including
but not limited to records required by Section 31(a) of the 1940 Act and the
rules thereunder, as the same may be amended from time to time, and those
records pertaining to the various functions performed by it hereunder. All
records shall be the property of the Trust at all times and shall be available
for inspection and use by the Trust. Where applicable, such records shall be
maintained by MBIA for the periods and in the places required by Rule 31a-2
under the 1940 Act.
11. Audit, Inspection and Visitation. MBIA shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Trust or any person retained by the Trust. Upon reasonable notice by the Trust,
MBIA shall make available during regular business hours its facilities and
premises employed in connection with its performance of this Agreement for
reasonable visitation by the Trust or any person retained by the Trust.
12. Equipment Failure. In the event of equipment failures
beyond MBIA's control, MBIA shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. MBIA shall make reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
13. Right to Receive Advice.
a. Advice of Trust. If MBIA shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive, from
the Trust directions or advice, including Oral or Written Instructions where
appropriate.
b. Advice of Counsel. If MBIA shall be in doubt as
to any question of law involved in any action to be taken or omitted by MBIA, it
may request advice at its own cost from counsel of its own choosing (who may be
the regularly retained counsel for the Trust or MBIA or the in-house counsel for
MBIA, at the option of MBIA).
c. Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by MBIA pursuant to
subsection a of this Section and advice received by MBIA pursuant to subsection
b of this Section, MBIA shall be entitled to rely on and follow the advice
received pursuant to the latter provision alone.
d. Protection of MBIA. MBIA shall be protected in
any action or inaction which it takes in reliance on any directions, advice or
Oral or Written Instructions received pursuant to subsections a or b of this
Section which MBIA, after receipt of any such directions, advice or Oral or
Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be. However,
nothing in this Section shall be construed as imposing upon MBIA any obligation
to seek such direction, advice or Oral or Written Instructions. Nothing in this
subsection shall excuse MBIA when an action or omission on the part of MBIA
constitutes willful misfeasance, bad faith, negligence or reckless disregard by
MBIA of its duties under this Agreement.
14. Compensation. Compensation for services and duties
performed pursuant to this Agreement is provided in Schedule E hereto. Certain
other fees due and expenses incurred pursuant to this Agreement are payable by
the Trust or the shareholder on whose behalf the service is performed and are
also listed in Schedule E.
The Trust shall reimburse MBIA for all reasonable
out-of-pocket expenses, as set forth in Schedule E hereto, incurred by MBIA or
its agents in the performance of its obligations hereunder. Such reimbursement
for expenses incurred in any calendar month shall be made on or before the tenth
day of the next succeeding month.
The term "out-of-pocket expenses" shall mean the following
expenses incurred by MBIA in the performance of its obligations hereunder: the
cost of stationery and forms (including but not limited to checks, proxy cards,
and envelopes), the cost of postage, the cost of insertion of nonstandard size
materials in mailing envelopes and other special mailing preparation by outside
firms, the cost of first-class mailing insurance, the cost of external
electronic communications, as approved by the Trustees (to include telephone and
telegraph equipment and an allocable portion of the cost of personnel
responsible for the maintenance of such equipment), toll charges, data
communications equipment and line charges and the cost of microfilming of
shareholder records (including both the cost of storage as well as charges for
access to such records). If MBIA shall undertake the responsibility for
microfilming shareholder records, it may be separately compensated therefor in
an amount agreed upon by the principal financial officer of the Trust and MBIA,
such amount not to exceed the amount which would be paid to an outside firm for
providing such microfilming services.
15. Use of MBIA's Name. The Trust shall not use the name of
MBIA in any Prospectus, SAI, sales literature or other material relating to the
Trust in a manner not approved by MBIA prior thereto, provided, however, that
MBIA shall approve all uses of its name which merely refer in accurate terms to
its appointments hereunder or which are required by the SEC or a state
securities commission and, provided further, that in no event shall such
approval be unreasonably withheld.
16. Use of Trust's Name. MBIA shall not use the name of the
Trust or the Portfolios of the Trust or material relating to the Trust or the
Portfolios on any checks, bank drafts, bank statements or forms for other than
internal use in a manner not approved prior thereto, provided, however, that the
Trust shall approve all uses of its name which merely refer in accurate terms to
the appointment of MBIA hereunder or which are required by the FDIC, the SEC or
a state securities commission, and, provided, further, that in no event shall
such approval be unreasonably withheld.
17. Security. MBIA represents and warrants that the various
procedures and systems which MBIA has implemented with regard to safeguarding
from loss or damage attributable to fire, theft or any other cause (including
provision for twenty-four hours a day restricted access) the Trust's blank
checks, records and other data and MBIA's records, data, equipment, facilities
and other property used in the performance of its obligations hereunder are
adequate and that it will make such changes therein from time to time as in its
judgment are required for the secure performance of its obligations hereunder.
The parties shall review such systems and procedures on a periodic basis.
18. Insurance. Upon request MBIA shall provide the Trust with
details regarding its insurance coverage, and MBIA shall notify the Trust should
any of its insurance coverage be materially changed. Such notification shall
include the date of change and the reason or reasons therefor. MBIA shall notify
the Trust of any material claims against it, whether or not they may be covered
by insurance and shall notify the Trust from time to time as may be appropriate
of the total outstanding claims made by MBIA under its insurance coverage.
19. Assignment of Duties to Others. Neither this Agreement nor
any rights or obligations hereunder may be assigned by MBIA without the written
consent of the Trust. MBIA may, however, at any time or times in its discretion
appoint (and may at any time remove) any other bank or trust company, which is
itself qualified under the Securities Exchange Act of 1934 to act as a transfer
agent, as its agent to carry out such of the services to be performed under this
agreement as MBIA may from time to time direct; provided, however, that the
appointment of any agent shall not relieve MBIA of any of its responsibilities
or liabilities hereunder.
20. Indemnification.
a. The Trust agrees to indemnify and hold harmless
MBIA, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the Securities Exchange Act
of 1934, the 1940 Act and any applicable state and foreign laws, and amendments
thereto (the "Securities Laws"), and expenses, including without limitation
reasonable attorneys' fees and disbursements arising directly or indirectly from
any act or omission which MBIA takes (i) at the request of or on the direction
of or in reliance on the advice of the Trust or (ii) upon Oral or Written
Instructions. Neither MBIA nor any of its nominees shall be indemnified against
any liability (or any expenses incident to such liability) arising out of MBIA's
or its directors', officers', employees', agents' and representatives' own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
b. MBIA agrees to indemnify and hold harmless the
Trust from all taxes, charges, expenses, assessments, claims, 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 reasonable attorneys' fees and
disbursements) arising directly or indirectly out of MBIA's or its directors',
officers', employees', agents' and representatives' willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under this
Agreement.
c. In order that the indemnification provisions
contained in this Section 20 shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments concerning
such claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such claim.
The party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
21. Responsibility of MBIA. MBIA shall be under no duty to
take any action on behalf of the Trust except as specifically set forth herein
or as may be specifically agreed to by MBIA in writing. MBIA shall be obligated
to exercise due care and diligence in the performance of its duties hereunder,
to act in good faith and to use its best efforts in performing services provided
for under this Agreement. MBIA shall be liable for any damages arising out of or
in connection with MBIA's performance of or omission or failure to perform its
duties under this Agreement to the extent such damages arise out of MBIA's
negligence, reckless disregard of its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any
other provision of this Agreement, MBIA, in connection with its duties under
this Agreement, shall not be under any duty or obligation to inquire into and
shall not be liable for (i) 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 MBIA
reasonably believes to be genuine; or (ii) delays or errors or loss of data
occurring by reason of circumstances beyond MBIA's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrections, war, riots or failure of the
mails, transportation, communication or power supply, under which circumstances
MBIA shall take maximum actions to minimize loss of data therefor.
22. Amendments. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
MBIA and the Trust shall regularly consult with each other
regarding MBIA's performance of its obligations and its compensation hereunder.
In connection therewith, the Trust shall submit to MBIA at a reasonable time in
advance of filing with the SEC copies of any amended or supplemented
registration statements (including exhibits) under the 1933 Act and the 1940
Act, and a reasonable time in advance of their proposed use, copies of any
amended or supplemented forms relating to any plan, program or service offered
by the Trust. Any change in such material which would require any change in
MBIA's obligations hereunder shall be subject to MBIA's approval, which shall
not be unreasonably withheld. In the event that such change materially increases
the cost to MBIA of performing its obligations hereunder, MBIA shall be entitled
to receive reasonable compensation therefor.
23. Duration, Termination, etc.
This Agreement shall become effective as of the date first
written above, and shall continue in effect until December 31, 2004. This
Agreement may be terminated at any time by six months' written notice given by
MBIA to the Trust or six months' written notice given by the Trust to MBIA; and
provided further that this Agreement may be terminated immediately at any time
for cause either by the Trust or by MBIA in the event that such cause remains
unremedied for a period of time not to exceed ninety days after receipt of
written specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 20 hereof.
Upon the termination hereof, the Trust shall reimburse MBIA
any fees incurred as a result of the termination for any out-of-pocket expenses
reasonably incurred by MBIA including or during the period prior to the date of
such termination. In the event that the Trust designates a successor to any of
MBIA's obligations hereunder, MBIA shall, at the expense and direction of the
Trust, transfer to such successor a certified list of the shareholders of the
Trust (with name, address, and, if provided, tax identification or Social
Security number), a complete record of the account of each shareholder, and all
other relevant books, records and other data established or maintained by MBIA
hereunder. MBIA shall be liable for any losses sustained by the Trust as a
result of MBIA's failure to accurately and promptly provide these materials.
24. Registration as a Transfer Agent. MBIA represents that it
is currently registered with the appropriate Federal agency for the registration
of transfer agents, and that it will remain so registered for the duration of
this Agreement. MBIA agrees that it will promptly notify the Trust in the event
of any material change in its status as a registered transfer agent. Should MBIA
fail to be registered as a transfer agent at any time during this Agreement, the
Trust may, on written notice to MBIA, immediately terminate this Agreement.
25. Notice. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed, postage prepaid, to the other party
to this Agreement at its principal place of business.
26. Further Actions. Each Party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof
27. Severability. 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.
28. Governing Law. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the State
of Delaware.
29. Shareholder Liability. MBIA acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Declaration of Trust. MBIA agrees that the Trust's obligations hereunder
shall be limited to the Trust, and that MBIA shall have recourse solely against
the assets of the Portfolio with respect to which the Trust's obligations
hereunder relate and shall have no recourse against the assets of any other
Portfolio or against any shareholder, Trustee, officer, employee, or agent of
the Trust.
30. Miscellaneous. Both parties agree to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof. 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. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the day and year first above written.
1838 INVESTMENT ADVISORS FUNDS
By: /s/ X. Xxxxxxx Xxxxx, President
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X. Xxxxxxx Xxxxx, President
MBIA MUNICIPAL INVESTORS
SERVICE CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Director-MBIA-MISC
TRANSFER AGENCY AGREEMENT
SCHEDULE C
1838 INVESTMENT ADVISORS FUNDS
Services to be Performed
MBIA will perform the following functions as transfer agent on an ongoing basis
with respect to each Portfolio:
a. furnish state-by-state registration reports to the Trust's
blue sky service provider;
b. provide toll-free lines for direct shareholder use relating
to account specific information, plus customer liaison
staff with on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients'
activity, whether executed through the Service Organization
or directly with MBIA;
d. provide detail for underwriter or Service Organization
confirmations and other Service Organization shareholder
accounting, in accordance with such procedures as may be
agreed upon between the Trust and MBIA;
e. provide shareholder lists and statistical information
concerning shareholder accounts to the Trust;
f. provide timely notification of Portfolio activity and such
other information as may be agreed upon from time to time
between MBIA and the Portfolio or the Custodian, to the
Trust or the Custodian; and
g. with respect to dividends and distributions, prepare and
file required reports with the Internal Revenue Service
("IRS"), prepare and mail reports to shareholders as
required by the IRS and described in the Prospectus and
Statement of Additional Information.
TRANSFER AGENCY AGREEMENT
SCHEDULE D
1838 INVESTMENT ADVISORS FUNDS
Shareholder Records
MBIA shall maintain records of the accounts for each shareholder showing the
following information:
a. name, address and United States Tax Identification or
Social Security number;
b. number of Shares held and number of Shares for which
certificates, if any, have been issued, including
certificate numbers and denominations;
c. 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;
d. any stop or restraining order placed against a
shareholder's account;
e. any correspondence relating to the current maintenance of a
shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for MBIA to perform any
calculations contemplated or required by this Agreement.
TRANSFER AGENCY AGREEMENT
SCHEDULE E
1838 INVESTMENT ADVISORS FUNDS
Fee Schedule
For the services MBIA provides under the Transfer Agency Agreement attached
hereto, 1838 Investment Advisors Funds (the "Trust") agrees to pay MBIA a fee
for transfer agency services as follows, subject to a minimum of $20,000 with
respect to each Portfolio listed below beginning at each Portfolio's
commencement of operations, per annum, plus out-of-pocket expenses, all payable
monthly:
Type of Trust/Account Fee Per Annum/Account
Annual Dividend $10.00
Semi-Annual Dividend $10.00
Quarterly Dividend $10.00
Monthly Dividend $15.00
Daily Dividend $18.00
Portfolios:
1838 International Equity Fund
1838 Fixed Income Fund
Out-of-Pocket Expenses:
Out-of-pocket expenses shall be reimbursed by the Trust to MBIA or paid directly
by the Trust. Such expenses include but are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fees for receipt or disbursement
g. Mailing fees
h. Cost of proxy solicitation, mailing and tabulation (if
required)
i. Certificates issuance
j. Record retention storage
k. Development/programming costs/special projects - time and
material
l. ACH transaction charges
m. B" notice mailings
n. Locating lost shareholders in anticipation of escheating
o. Trust's NSCC membership fees and transaction costs,
including broker related maintenance charges
