TRANSFER AGENCY AGREEMENT
BETWEEN
QUESTAR FUNDS, INC.
ON BEHALF OF ITS SERIES
AZZAD/DOW XXXXX ETHICAL MARKET FUND
AND
AMERICAN DATA SERVICES, INC.
[GRAPHIC OMITTED]
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INDEX
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1. APPOINTMENT; DELIVERY OF DOCUMENTS.....................................3
2. DUTIES OF ADS..........................................................4
3. RECORDKEEPING..........................................................7
4. ISSUANCE AND TRANSFER OF SHARES........................................8
5. SHARE CERTIFICATES.....................................................9
6. SHARE PURCHASES; ELIGIBILITY TO
RECEIVE DISTRIBUTIONS..............................................10
7. FEES AND EXPENSES.....................................................10
8. REPRESENTATIONS AND WARRANTIES........................................11
9. INDEMNIFICATION.......................................................12
10. PROPRIETARY INFORMATION................................................14
11. EFFECTIVENESS, DURATION, AND TERMINATION...............................14
12. ADDITIONAL FUNDS AND CLASSES.................Error! Bookmark not defined.
13. ASSIGNMENT.............................................................16
14. TAXES..................................................................16
15. MISCELLANEOUS..........................................................16
SCHEDULE A...................................................................1
(A) ACCOUNT MAINTENANCE CHARGE:..............................................1
(B) TRANSACTION FEES:........................................................1
(C) 24 HOUR AUTOMATED VOICE RESPONSE:........................................2
(D) FUND/SERV................................................................2
(E) INTERNET ACCESS:.........................................................2
FEE INCREASES............................................................2
(F) XXX PLAN FEES:...........................................................3
(G) EXPENSES:................................................................3
(H) SPECIAL REPORTS:.........................................................3
(I) SERVICE DEPOSIT:.........................................................3
(J) CONVERSION CHARGE: (EXISTING FUNDS ONLY).................................4
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QUESTAR FUNDS, INC.
AZZAD/DOW XXXXX ETHICAL MARKET FUND
TRANSFER AGENCY AGREEMENT
AGREEMENT made this __ th day of October, 2000, by and between
Questar Funds, Inc. (the "Corporation"), a Maryland corporation, on behalf of
its series, the Azzad/Dow Xxxxx Ethical Market Fund (the "Fund"), having its
principal office and place of business at 000 Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx
000, Xxx Xxxx 00000, and American Data Services, Inc. ("ADS"), a New York
Corporation having its principal office and place of business at the Hauppauge
Corporate Center, 000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000.
WHEREAS, the Corporation is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is authorized to issue shares of the Fund
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets, and is authorized to divide
those series into separate classes; and
WHEREAS, the Corporation offers Shares of the Fund; and
WHEREAS, the Corporation desires to appoint ADS as the Fund's
transfer agent and dividend disbursing agent and ADS desires to accept such
appointment on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Corporation, on behalf of the Fund, and ADS
hereby agree as follows:
1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) APPOINTMENT. The Corporation, on behalf of the Fund, hereby appoints
ADS to act as, and ADS agrees to act as, (i) transfer agent for the
authorized and issued shares of common stock of the Fund, (ii) dividend
disbursing agent and (iii) agent in connection with any accumulation,
open-account or similar plans provided to the registered owners of shares
of the Fund ("Shareholders") and set out in the currently effective
prospectuses and statements of additional information of the Fund,
including, without limitation, any periodic investment plan or periodic
withdrawal program.
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(b) DOCUMENT DELIVERY. The Corporation has delivered to ADS copies of:
(i) the Corporation's Articles of Incorporation and Bylaws (collectively, as
amended from time to time, "Organic Documents"),
(ii) the Corporation's Registration Statement and all amendments thereto filed
with the U.S. Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the
Investment Company Act of 1940, as amended (the "1940 Act")(the
"Registration Statement"),
(iii) the current Prospectus and Statement of Additional Information of the Fund
(collectively, as currently in effect and as amended or supplemented, the
"Prospectus"),
(iv) the current plan of distribution or similar document adopted by the
Corporation, on behalf of the Fund, under Rule 12b-1 under the 1940 Act
("Plan") and the current shareholder service plan or similar document
adopted by the Corporation on behalf of the Fund ("Service Plan"), and
(v) The Corporation shall promptly furnish ADS with all amendments of or
supplements to the foregoing and shall deliver to ADS a certified copy of
the resolution of the Board of Directors of the Corporation (the "Board")
appointing ADS and authorizing the execution and delivery of this
Agreement.
2. DUTIES OF ADS
(a) TRANSFER AGENCY SERVICES. In accordance with procedures established from
time to time by agreement between the Corporation, on behalf of the Fund,
ADS, ADS will perform the following services:
(i) provide the services of a transfer agent, dividend disbursing 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) that are
customary for open-end management investment companies including:
(A) maintaining all Shareholder accounts;
(B) preparing Shareholder meeting lists;
(C) mailing Shareholder reports and prospectuses to current
Shareholders;
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(D) withholding taxes on U.S. resident and non-resident alien
accounts;
(E) preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required by federal authorities with
respect to distributions for Shareholders;
(F) preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts; and
(G) providing account information in response to inquiries from
Shareholders.
(ii) receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefore to
the Custodian of the Fund authorized by the Board (the "Custodian");
(iii) pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(iv) receive for acceptance redemption requests and deliver the
appropriate documentation therefor to the Custodian;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required
by the Prospectus pursuant to which the redeemed Shares were offered
and as instructed by the redeeming Shareholders;
(vi) effect transfers of Shares upon receipt of appropriate instructions
from Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the
Corporation with respect to Shares of the Fund;
(viii) issue share certificates and replacement share certificates for
those share certificates alleged to have been lost, stolen, or
destroyed upon receipt by ADS of indemnification satisfactory to ADS
and protecting ADS and the Corporation and, at the option of ADS,
issue replacement certificates in place of mutilated share
certificates upon presentation thereof without requiring
indemnification;
(ix) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (I.E., wire redemption charges) and
prepare and transmit payments to underwriters, selected dealers and
others for commissions and service fees received;
(x) track shareholder accounts by financial intermediary source and
otherwise as requested by the Corporation, on behalf of the Fund,
and provide periodic reporting to the Corporation or the Fund's
administrator or other agent;
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(xi) maintain records of account for and provide reports and statements
to the Corporation and Shareholders as to the foregoing;
(xii) Record the issuance of shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of shares of the
Fund which are authorized, based upon data provided to it by the
Corporation, and issued and outstanding.
(xiii) provide a system which will enable the Corporation to calculate the
total number of Shares of the Fund sold in each state and territory
of the United States.
(b) OTHER SERVICES. ADS shall provide the following additional services on
behalf of the Fund and such other services agreed to in writing by the
Corporation and ADS:
(i) monitor and make appropriate filings with respect to the
escheatment laws of the various states and territories of the
United States; and
(c) BLUE SKY MATTERS. The Corporation or the Fund's administrator or other
agent
(i) shall identify to ADS in writing those transactions and assets to
be treated as exempt from reporting for each State and territory of
the United States and for each foreign jurisdiction (collectively
"States"); and
(ii) shall monitor the sales activity with respect to Shareholders
domiciled or resident in each State.
(d) SAFEKEEPING. ADS shall establish and maintain facilities and procedures
reasonably acceptable to the Corporation for the safekeeping, control,
preparation and use of Fund Share certificates, check forms, and facsimile
signature imprinting devices. ADS shall establish and maintain facilities
and procedures reasonably acceptable to the Corporation for safekeeping of
all Fund records maintained by ADS pursuant to this Agreement.
(e) COOPERATION WITH ACCOUNTANTS. ADS shall cooperate with the Fund's
independent public accountants and shall take reasonable action to make
all necessary information available to the accountants for the performance
of the accountants' duties.
(f) RESPONSIBILITY FOR COMPLIANCE WITH LAW.
(i) IN GENERAL. Except with respect to ADS's duties as set forth in
this Section 2 and except as otherwise specifically provided
herein, the Corporation assumes all responsibility for ensuring
that the Fund complies with all applicable requirements of the
Securities Act, the 1940 Act and any laws, rules and regulations of
governmental authorities with jurisdiction over the Corporation.
All references to any law in this Agreement shall be deemed to
include reference to the applicable rules and regulations
promulgated under authority of the law and all official
interpretations of such law or rules or regulations.
(ii) ISSUANCE OF SHARES. The responsibility of ADS for the Fund's state
registration status is limited solely to the reporting of
transactions to the Corporation with respect to the Fund's Shares,
and ADS shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the
Corporation or its administrator or other agent.
3. RECORDKEEPING
(a) PREDECESSOR RECORDS. Prior to the commencement of ADS's responsibilities
under this Agreement, if applicable, the Corporation, on behalf of the
Fund, shall deliver or cause to be delivered over to ADS:
(i) an accurate list of Shareholders of the Fund, showing each
Shareholder's address of record, number of Shares owned and whether
such Shares are represented by outstanding share certificates; and
(ii) all Shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by ADS
under this Agreement (collectively referred to as the "Materials").
The Corporation shall, on behalf of the Fund, indemnify and hold
ADS harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out
of or attributable to any error, omission, inaccuracy or other
deficiency of the Materials, or out of the failure of the
Corporation to provide any portion of the Materials or to provide
any information in the Corporation's possession or control
reasonably needed by ADS to perform the services described in this
Agreement.
(b) RECORDKEEPING. ADS shall keep records relating to the services to be
performed under this Agreement, in the form and manner as it may deem
advisable and as required by applicable law. To the extent required by
Section 31 of the 1940 Act, and the rules thereunder, ADS agrees that all
such records prepared or maintained by ADS relating to the services to be
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performed by ADS under this Agreement are the property of the Corporation
and will be preserved, maintained and made available in accordance with
Section 31 of the 1940 Act and the rules thereunder, and will be
surrendered promptly to the Corporation on and in accordance with the
Corporation's request. The Corporation and the Corporation's authorized
representatives shall have access to ADS's records relating to the
services to be performed under this Agreement at all times during ADS's
normal business hours. Upon the reasonable request of the Corporation,
copies of any such records shall be provided promptly by ADS to the
Corporation or its authorized representatives.
(c) CONFIDENTIALITY OF RECORDS. ADS and the Corporation agree that all books,
records, information, and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except as may be required by
law.
(d) INSPECTION OF RECORDS BY OTHERS. In case of any requests or demands for
the inspection of the Shareholder records of the Fund, ADS will endeavor
to notify the Fund and to secure instructions from an authorized officer
of the Corporation as to such inspection. ADS reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised by
its counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person, and shall promptly notify the Fund of
any unusual request to inspect or copy the shareholder records of the Fund
or the receipt of any other unusual request to inspect, copy or produce
the records of the Fund.
4. ISSUANCE AND TRANSFER OF SHARES
(a) ISSUANCE OF SHARES. ADS shall make original issues of Shares of the Fund
in accordance with the Fund's then current prospectus only upon receipt of
(i) instructions requesting the issuance,
(ii) a certified copy of a resolution of the Board authorizing the
issuance,
(iii) necessary funds for the payment of any original issue tax
applicable to such Shares, and
(iv) an opinion of the Fund's counsel as to the legality and validity of
the issuance, which opinion may provide that it is contingent upon
the filing by the Corporation, on behalf of the Fund, of an
appropriate notice with the SEC, as required by Section 24 of the
1940 Act or the rules thereunder. If such opinion is contingent
upon a filing under Section 24 of the 1940 Act, the Corporation, on
behalf of the Fund, shall indemnify ADS for any liability arising
from the failure of the Corporation to comply with that section or
the rules thereunder.
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(b) TRANSFER OF SHARES. Transfers of Shares of the Fund shall be registered on
the Shareholder records maintained by ADS. In registering transfers of
Shares, ADS may rely upon the Uniform Commercial Code as in effect in the
State of New York or any other statutes that, in the opinion of ADS's
counsel, protect ADS and the Corporation from liability arising from:
(i) not requiring complete documentation;
(ii) registering a transfer without an adverse claim inquiry;
(iii) delaying registration for purposes of such inquiry; or,
(iv) refusing registration whenever an adverse claim requires such
refusal. As Transfer Agent, ADS will be responsible for delivery to
the transferor and transferee of such documentation as is required
by the Uniform Commercial Code.
5. SHARE CERTIFICATES
(a) SURCHARGE FOR ISSUANCE OF SHARE CERTIFICATIONS. If the Corporation issues
share certificates representing Fund Shares, the Corporation shall pay the
surcharge for issuance of Share certificates set forth in Schedule A, item
(f).
(b) PROCEDURES FOR ISSUANCE OF CERTIFICATES. In the event the Corporation
elects to issue Share certificates, the following provisions shall apply:
(i) CERTIFICATES. The Corporation shall furnish to ADS a supply of
blank share certificates of the Fund and, from time to time, will
renew such supply upon ADS's request. Blank share certificates
shall be signed manually or by facsimile signatures of officers of
the Corporation authorized to sign by the Organic Documents of the
Corporation and, if required by the Organic Documents, shall bear
the Corporation's seal or a facsimile thereof. Unless otherwise
directed by the Corporation, ADS may issue or register Share
certificates reflecting the manual or facsimile signature of an
officer who has died, resigned or been removed by the Corporation.
(ii) ENDORSEMENT; TRANSPORTATION. New Share certificates shall be issued
by ADS upon surrender of outstanding Share certificates in the form
deemed by ADS to be properly endorsed for transfer and satisfactory
evidence of compliance with all applicable laws relating to the
payment or collection of taxes. ADS shall forward Share
certificates in "non-negotiable" form by first-class or registered
mail, or by whatever means ADS deems equally reliable and
expeditious. ADS shall not mail Share certificates in "negotiable"
form unless requested in writing by the Corporation and fully
indemnified by the Corporation to ADS's satisfaction.
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6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) PURCHASE ORDERS. Shares shall be issued in accordance with the terms of
the Fund's prospectus after ADS or its agent receives either:
(i) (A) an instruction directing investment in the Fund, (B) a check
(other than a third party check) or a wire or other electronic
payment in the amount designated in the instruction and (C), in the
case of an initial purchase, a completed account application; or,
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(b) DISTRIBUTION ELIGIBILITY. Shares issued in the Fund after receipt of a
completed purchase order shall be eligible to receive distributions of the
Fund at the time specified in the prospectus pursuant to which the Shares
are offered.
(c) DETERMINATION OF FEDERAL FUNDS. Shareholder payments shall be considered
federal funds no later than on the day indicated below unless other times
are noted in the prospectus of the Fund:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System,
on the second Fund Business Day following receipt of the check; and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as ADS is credited with
federal funds with respect to that check.
7. FEES AND EXPENSES
(a) For the services provided by ADS pursuant to this Agreement, the
Corporation, on behalf of the Fund, agrees to pay ADS the fees set forth
in Schedule A. Fees will begin to accrue for the Fund on the effective
date of this Agreement.
(b) In addition to the fees paid under subsection (a), the Corporation agrees
to reimburse ADS for out-of-pocket expenses or advances incurred by ADS on
behalf of the Fund for the items set out in the Schedule A. In addition,
the Corporation will reimburse any other expenses incurred by ADS on
behalf of the Fund at the request or with the consent of the Corporation.
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(c) The fees, out-of pocket expenses and advances identified in the foregoing
subsections (a) and (b) above may be changed from time to time subject to
written agreement between the Corporation and ADS, as set forth in the
Schedule A.
(d) The Corporation agrees to pay all fees and reimbursable expenses within
ten days following the Fund's receipt of the respective billing notice.
8. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS OF ADS. ADS represents and warrants to the Corporation
that:
(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of New York;
(ii) it is duly qualified to carry on its business in the State of New
York;
(iii) it is empowered under applicable laws and by its Article of
Incorporation and Bylaws to enter into this Agreement and perform
its duties under this Agreement;
(iv) it has access to the necessary facilities, equipment, and personnel
to perform its duties and obligations under this Agreement; and,
(v) it is registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934 and shall continue to be registered
throughout the remainder of this Agreement.
(b) REPRESENTATIONS OF THE CORPORATION. The Corporation represents and
warrants to ADS that:
(i) it is a corporation duly organized and existing and in good
standing under the laws of Maryland;
(ii) it is empowered under applicable laws and by its Organic Documents
to enter into and perform this Agreement on behalf of the Fund;
(iii) all proceedings required by said Organic Documents have been taken
to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company registered under
the Investment Company Act of 1940; and,
(v) a registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and
appropriate state securities law filings as required, have been or
will be made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
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9. INDEMNIFICATION
(a) INDEMNIFICATION OF ADS. ADS shall not be responsible for, and the
Corporation shall, on behalf of the Fund, indemnify and hold ADS harmless
from and against, any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or
attributable to:
(i) all actions of ADS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are
taken in good faith and without gross negligence or willful
misconduct;
(ii) the Corporation's lack of good faith or the Corporation's gross
negligence or willful misconduct;
(iii) the reliance on or use by ADS or its agents or subcontractors of
information, records or documents which (i) are received by ADS or
its agents or subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared or maintained by the
Corporation or any other person or firm on behalf of the Fund,
including but not limited to any previous transfer agent or
registrar;
(iv) the reasonable reliance on, or the carrying out by ADS or its
agents or subcontractors of, any instructions or requests of the
Corporation on behalf of the Fund;
(v) the Corporation's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Corporation's lack good
faith, gross negligence or willful misconduct or which arise out of
the breach of any representation or warranty of the Corporation
hereunder and,
(vi) the offer or sale of Shares in violation of any requirement under
the Federal securities laws or regulations or the securities laws
or regulations of any State that such Shares be registered in such
State or in violation of any stop order or other determination or
ruling by any federal agency or any State with respect to the offer
or sale of such Shares in such State.
(b) INDEMNIFICATION OF THE CORPORATION. ADS shall indemnify and hold the
Corporation and the Fund harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributed to any action or failure or
omission to act by ADS as a result of ADS's lack of good faith, gross
negligence or willful misconduct with respect to the services performed
under or in connection with this Agreement.
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(c) RELIANCE. At any time ADS may apply to any officer of the Corporation for
instructions, and may consult with legal counsel to the Fund or to ADS
with respect to any matter arising in connection with the services to be
performed by ADS under this Agreement, and ADS and its agents or
subcontractors shall not be liable and shall be indemnified by the
Corporation, on behalf of the Fund, for any action taken or omitted by it
in reasonable reliance upon such instructions or upon the advice of such
counsel. ADS, its agents and subcontractors shall be protected and
indemnified in acting upon
(i) any paper or document furnished by or on behalf of the Corporation
for the benefit of the Fund, reasonably believed by ADS to be
genuine and to have been signed by the proper person or persons;
(ii) any instruction, information, data, records or documents provided
ADS or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the
Corporation; and,
(iii) any authorization, instruction, approval, item or set of data, or
information of any kind transmitted to ADS in person or by
telephone, vocal telegram or other electronic means, reasonably
believed by ADS to be genuine and to have been given by the proper
person or persons. ADS shall not be held to have notice of any
change of authority of any person, until receipt of written notice
thereof from the Corporation. ADS, its agents and subcontractors
shall also be protected and indemnified in recognizing share
certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Corporation,
and the proper countersignature of any former transfer agent or
former registrar or of a co-transfer agent or co-registrar of the
Corporation.
(d) RELIANCE ON ELECTRONIC INSTRUCTIONS. If the Corporation has the ability to
originate electronic instructions to ADS in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event ADS shall be entitled
to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken
in conformity with security procedures established by ADS from time to
time.
(e) USE OF FUND/SERV AND NETWORKING. The Corporation has authorized or in the
future may authorize ADS to act as a "Mutual Fund Services Member" for the
Fund. Fund/SERV and Networking are services sponsored by the National
Securities Clearing Corporation ("NSCC") and as used herein have the
meanings as set forth in the then current edition of NSCC RULES AND
PROCEDURES published by NSCC or such other similar publication as may
exist from time to time. The Corporation, on behalf of the Fund, shall
indemnify and hold ADS harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising directly or indirectly out of or attributed to any
action or failure or omission to act by NSCC.
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(f) NOTIFICATION OF CLAIMS. In order that the indemnification provisions
contained in this Section 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 or to defend against said
claim in its own name or in the name of the other party. 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.
10. PROPRIETARY INFORMATION
(a) PROPRIETARY INFORMATION OF ADS. The Corporation acknowledges that the
databases, computer programs, screen formats, report formats, interactive
design techniques, and documentation manuals maintained by ADS on
databases under the control and ownership of ADS or a third party
constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to ADS or
the third party. The Corporation agrees to treat all Proprietary
Information as proprietary to ADS and further agrees that it shall not
divulge any Proprietary Information to any person or organization except
as may be provided under this Agreement.
(b) PROPRIETARY INFORMATION OF THE CORPORATION. ADS acknowledges that the Fund
Shareholder list and all information related to Fund Shareholders
furnished to ADS by the Corporation or by a Shareholder in connection with
this Agreement (collectively, "Customer Data") constitute proprietary
information of substantial value to the Corporation and the Fund. In no
event shall Proprietary Information be deemed Customer Data. ADS agrees to
treat all Customer Data as proprietary to the Corporation and further
agrees that it shall not divulge any Customer Data to any person or
organization except as may be provided under this Agreement or as maybe
directed by the Corporation.
11. EFFECTIVENESS, DURATION, AND TERMINATION
(a) EFFECTIVE DATE. This Agreement shall become effective on the latter of the
date first above written or the date upon which the Fund commences
investment operations.
(b) TERM. This Agreement shall remain in effect for a period of three (3)
years from the date of its effectiveness and shall continue in effect for
successive twelve-month periods; provided that such continuance is
specifically approved at least annually by the Board and by a majority of
the Directors who are not parties to this Agreement or interested persons
of any such party.
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(c) TERMINATION FOR CAUSE. In the event of a material breach of this Agreement
by either party, the non-breaching part shall notify the breaching party
in writing of such breach and upon receipt of such notice, the breaching
party shall by 45 days to remedy the breach. If said breach is not
remedied to the reasonable satisfaction of the non-breaching party, the
non-breaching party may thereafter terminate this Agreement immediately.
Compensation due ADS and unpaid by the Fund upon such termination shall be
immediately due and payable upon, and notwithstanding, such termination.
If after such termination for so long as ADS, with the written consent of
the Corporation, in fact continues to perform any one or more of the
services contemplated by this Agreement, the provisions of this Agreement,
including without limitation, the provisions dealing with indemnification,
shall continue in full force and effect.
(d) PAYMENT UPON TERMINATION. If at any time during the initial or any
subsequent term of this Agreement, ADS is replaced as transfer agent or
dividend disbursing agent for any reason other than for a material breach
of this Agreement which ADS does not cure within a reasonable time, or the
Fund is merged into or sells all (or substantially all) of its assets to
another fund or family of funds for which ADS does not serve as transfer
agent or dividend disbursing agent, then the Fund shall, immediately upon
demand by ADS, make a one time cash payment equal to the net present value
of the revenues ADS would have earned during the remainder of the initial
or subsequent term of the Agreement, as the case may be, at the fee rate
in effect at the time of such event (including any applicable minimum).
For purposes of this paragraph, the figure used to calculate the fee due
ADS hereunder shall be the highest monthly fees paid by the Fund at any
time during the 12 months immediately preceding the termination of ADS (or
the merger or sale of assets) of the Fund.
(e) REIMBURSEMENT OF ADS'S EXPENSES. If this Agreement is terminated, ADS
shall be entitled to collect from the Fund, in addition to the
compensation described under Sections 7 and 11(d) hereof, the amount of
all of ADS's reasonable labor charges and cash disbursements for services
in connection with ADS's activities in effecting such termination,
including without limitation, the labor costs and expenses associated with
the de-conversion of the Corporations records of the Fund from its
computer systems, and the delivery to the Corporation and/or its designees
of the Fund's property, records, instruments and documents, or any copies
thereof. Subsequent to such termination, for a reasonable fee, ADS will
provide the Corporation with reasonable access to all Fund documents or
records, if any, remaining in its possession.
(f) SURVIVAL OF CERTAIN OBLIGATIONS. The obligations of Sections 7, 9 and 10
shall survive any termination of this Agreement
(g) FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
15
12. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this
Agreement nor any rights or obligations under this Agreement may be assigned by
either party without the written consent of the other party. This Agreement
shall inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns. ADS may, without further consent on
the part of the Corporation, subcontract for the performance hereof with any
entity, including affiliated persons of ADS; provided however, that ADS shall be
as fully responsible to the Corporation for the acts and omissions of any
subcontractor as ADS is for its own acts and omissions.
13. TAXES
ADS shall not be liable for any taxes, assessments or governmental
charges that may be levied or assessed on any basis whatsoever in connection
with the Fund or any Shareholder or any purchase of Shares, excluding taxes
assessed against ADS for compensation received by it under this Agreement.
14. MISCELLANEOUS
(a) AMENDMENTS. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized and executed
by both parties hereto.
(b) CHOICE OF LAW. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
New York.
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
(d) COUNTERPARTS. The parties may execute this Agreement on any number of
counterparts, and all of the counterparts taken together shall be deemed
to constitute one and the same instrument.
(e) SEVERABILITY. If any part, term or provision of this Agreement is held to
be 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.
(f) HEADINGS. Section and paragraph headings in this Agreement are included
for convenience only and are not to be used to construe or interpret this
Agreement.
16
(g) NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by
telex or facsimile, and shall be given to the following addresses (or such
other addresses as to which notice is given):
To the Corporation/Fund: To ADS:
Xxxxxxx Xxxxx Xxxxxxx Xxxx
President President
Questar Funds, Inc. American Data Services, Inc.
000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
(h) BUSINESS DAYS. Nothing contained in this Agreement is intended to or shall
require ADS, in any capacity hereunder, to perform any functions or duties
on any day other than a Fund Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Fund Business Day
shall be performed on, and as of, the next Fund Business Day, unless
otherwise required by law.
(i) DISTINCTION OF FUND. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of the Fund
of the Corporation are separate and distinct from the assets and
liabilities of any other series of the Corporation and that the Fund shall
not be liable or shall be charged for any debt, obligation or liability of
any other series of the Corporation, whether arising under this Agreement
or otherwise.
(j) CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable to
the other party for consequential damages under any provision of this
Agreement or for any act or failure to act hereunder.
(k) NONLIABILITY OF AFFILIATES. No affiliated person (as that term is defined
in the 1940 Act), employee, agent, director, officer or manager of ADS
shall be liable at law or in equity for ADS's obligations under this
Agreement.
(l) REPRESENTATION OF SIGNATORIES. Each of the undersigned expressly warrants
and represents that they have full power and authority to sign this
Agreement on behalf of the party indicated and that their signature will
bind the party indicated to the terms hereof
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
QUESTAR FUNDS, INC. AMERICAN DATA SERVICES, INC.
AZZAD/DOW XXXXX ETHICAL
MARKET FUND
By: __________________________________ By: _________________________
Xxxxxxx Xxxxx, President Xxxxxxx Xxxx, President
18
QUESTAR FUNDS, INC.
AZZAD/DOW XXXXX ETHICAL MARKET FUND
TRANSFER AGENCY AGREEMENT
SCHEDULE A
-----------
FEES AND ACCOUNT CHARGES
For the services rendered by ADS in its capacity as transfer agent,
the Fund shall pay ADS a fee, calculated as a combination of account maintenance
charges plus transaction charges as follows:
(A) ACCOUNT MAINTENANCE CHARGE:
The Greater of (No prorating for partial months) (1) a minimum maintenance
charge of $1,250.00/ month; or, (2) charges based upon the total of all
open/closed accounts (1) of the Fund upon the following annual rates:
TYPE OF ACCOUNT CHARGE PER ACCOUNT
--------------- ------------------
Dividend calculated and
Paid annually, semi-annually, quarterly $ 10.00
Dividend calculated and paid monthly $ 13.00
Dividend accrued daily and paid monthly $ 16.00
Closed Accounts $ 2.00(2)
(1) All accounts closed during a month will be considered as open accounts for
billing purposes in the month the account is closed.
(2) Closed accounts remain on the shareholder files until all 1099's and 5498's
have been distributed to the shareholders and send via mag-media to the
IRS.
PLUS,
(b) TRANSACTION FEES:
Trade Entry (purchase/liquidation) and maintenance transactions .......$ 1.50 each
New account set-up ....................................................$ 3.00 each
Customer service calls ................................................$ 3.00 each
Correspondence/ information requests ..................................$ 1.75 each
Check preparation .....................................................$ .50 each
Liquidations paid by wire transfer ....................................$ 3.00 each
ACH charge ............................................................$ .45 each
SWP ...................................................................$ 1.25 each
(c) 24 HOUR AUTOMATED VOICE RESPONSE:
Initial set-up (one-time) charge: $5,000.00/fund
Minimum monthly maintenance charge: $ 50.00/fund
Or,
Rate per call: __________ $ 1.00
All calls processed through automated voice response will be billed as a
customer service call listed above.
(d) FUND/SERV:
Fund processed through Fund/SERV will be subject to an additional monthly charge
of $250.00.
All transactions processed through Fund/SERV will be billed at the transaction
fee rates listed in (b) above.
(e) INTERNET ACCESS:
Initial set-up: $1,000/portfolio
Each shareholder/adviser/broker hit: $ 0.25/hit
(f) ISSUANCE OF SHARE CERTIFICATES:
For each share certificate issued by ADS, a $15.00 charge will be assessed to
the Fund for which the certificate was issued.
FEE INCREASES
On each annual anniversary date of this Agreement, the fees
enumerated above will be increased by the greater of the change in the Consumer
Price Index for the Northeast region (CPI) for the twelve-month period ending
with the month preceding such annual anniversary date, or five percent (5%). In
addition, ADS reserves the right to increase fees on ninety (90) days prior
written notice to the Corporation. ADS represents that fees will not be
increased until after the first anniversary date of this agreement.
(G) XXX PLAN FEES:
The following fees will be charged directly to the shareholder account:
Annual maintenance fee ................................... $15.00 /account *
Incoming transfer from prior custodian ................... $12.00
Distribution to a participant ............................ $15.00
Refund of excess contribution ............................ $15.00
Transfer to successor custodian .......................... $15.00
Automatic periodic distributions ........................ $15.00/year per account
* Includes $8.00 Bank Custody Fee.
(H) EXPENSES:
The Fund shall reimburse ADS for any out-of-pocket expenses,
exclusive of salaries, advanced by ADS in connection with but not limited to the
costs for printing fund documents, (i.e. printing of confirmation forms,
shareholder statements, redemption/dividend checks, envelopes, financial
statements, proxy statement, fund prospectus, etc.) proxy solicitation and
mailing expenses, travel requested by the Fund, telephone toll charges, 800-line
costs and fees, facsimile and data transmission costs, stationery and supplies
(related to Fund records), record storage, postage (plus a $0.085 service charge
for all mailings), pro-rata portion of annual SAS-70 audit letter, telex and
courier charges incurred in connection with the performance of its duties
hereunder. ADS shall provide the Fund with a monthly invoice of such expenses
and the Fund shall reimburse ADS within fifteen (15) days after receipt thereof.
(I) SPECIAL REPORTS:
All reports and/or analyses requested by the Fund that are not
included in the fee schedule, shall be subject to an additional charge, agreed
upon in advance, based upon the following rates:
Senior staff.............$150.00/hr.
Junior staff ............$ 75.00/hr.
Computer time............$ 45.00/hr.
(J) SERVICE DEPOSIT:
The Fund will remit to ADS upon execution of this Agreement a service
deposit of equal to one (1) month's shareholder service fee. The service deposit
computation will be based either on the total number of shareholder accounts
(open and closed) of each Fund to be serviced or the minimum fee, whichever is
greater, as of the execution date of this Agreement. The Fund will have the
option to have the service deposit applied to the last month's service fee, or
applied to any new contract between the Fund and ADS. The Fund will be charged
only once for the service deposit, upon the execution of the first original
Agreement. That deposit shall apply to the Fund's Agreement thereafter until the
relationship between ADS and the Fund is terminated.
However, if the Fund elects or is forced to terminate this Agreement
for any reason what-so-ever other than a material breach by ADS (including, but
not limited to, the voluntary or involuntary termination of the Fund,
liquidation of the Fund's assets, the sale or merger of the Fund or it's assets
to any successor entity) prior to the termination date of this Agreement as
specified in Section 7 of this Agreement, the Fund will forfeit the Service
Deposit paid to ADS upon execution of this Agreement
(K) CONVERSION CHARGE: (EXISTING FUNDS ONLY)
There will be a charge to convert the Fund's shareholder accounting
records on to the ADS stock transfer system. In addition, ADS will be reimbursed
for all out-of-pocket expenses, enumerated in paragraph (b) above and data media
conversion costs, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to be
converted and the condition of the previous service agent's records
