TRANSFER AGENCY AGREEMENT
(MAS Funds)
AGREEMENT made as of November 18, 1993 by and between MAS Funds, a
Pennsylvania business trust (the "Fund"), and United States Trust Company of
New York, a bank and trust company chartered under the laws of the State of
New York ("U.S. Trust").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the 111940
Act"); and
WHEREAS, the Fund wishes to retain U.S. Trust to provide transfer
agent and dividend disbursing services with respect to the Fund, and U.S.
Trust is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment and Delegation.
(a) The Fund hereby appoints U.S. Trust to provide transfer
agent and dividend disbursing services for the Fund, subject to the
supervision of the Board of Trustees of the Fund (the "Board"), for the period
and on the terms set forth in this Agreement. U.S. Trust accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 5 of this Agreement. The Fund
currently consists of the portfolios (each a "Portfolio" and, collectively,
the "Portfolios") identified in Schedule B hereto.
The Fund shall notify U.S. Trust in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that said provisions (including those
relating to the compensation and expenses payable by the Fund) may be modified
with respect to such new Portfolio in writing by the Fund and U.S. Trust at
the time of the addition of such new Portfolio.
(b) U.S. Trust is hereby authorized to use the services of
its wholly-owned subsidiary, Mutual Funds Service Company ("MFSCII), to
perform any of the functions provided for hereunder; provided that such use
shall in no way limit U.S. Trust's contractual rights and obligations
hereunder. Reference (except under Paragraph 2 hereof) to U.S. Trust herein
shall be deemed to include MFSC.
2. Representations and Warranties:
(a) U.S. Trust represents-and warrants that:
(i) it is a bank and trust company duly chartered,
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 Charter and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been
taken to authorize U.S. Trust to enter into and perform this Agreement;
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(v) it has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties
and obligations hereunder;
(vi) no legal or administrative proceedings have
been instituted or threatened which would impair U.S. Trust's ability to
perform its duties and obligations under this Agreement; and
(vii) its entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of U.S. Trust or any law or regulation applicable to it;
(b) The Fund represents and warrants that:
(i) it is a Pennsylvania business trust, duly
organized and existing and in good standing under the laws of the Commonwealth
of Pennsylvania;
(ii) it is empowered under applicable laws and by
its Declaration of Trust ("Declaration") and By-Laws ("By-Laws") to enter into
and perform this Agreement;
(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;
(iv) it is an investment company currently and
properly registered under the 1940 Act;
(v) a registration statement under the Securities
Act of 1933, as amended (111933 Act") and the 1940 Act on Form N-1A has been
filed and is currently effective, and will remain effective during the term of
this Agreement, and all necessary filings under the laws of the states will be
made and will be current during the term of this Agreement;
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(vi) no legal or administrative proceedings have
been instituted or threatened which would impair its ability to perform its
duties and obligations under this Agreement; and
(vii) its entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of the Fund, or any law or regulation applicable to it.
3. Delivery of Documents. The Fund will promptly furnish to
U.S. Trust such copies, properly certified or authenticated, of contracts,
documents and other related information that U.S. Trust may request or require
to properly discharge its duties. Such documents may include but are not
limited to the following:
(a) Resolutions of the Board authorizing the
appointment of U.S. Trust to provide transfer agent services to the Fund;
(b) The Fund's Declaration, as amended;
(c) The Fund's By-Laws, as amended;
(d) The Fund's Notification of Registration on
Form N-8A under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC");
(e) The Fund's registration statement, including
exhibits, on Form N-1A under the 1933 Act and the 1940 Act, and all amendments
thereto, as filed with the SEC (the "Registration Statement");
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(f) A copy of the Investment Advisory Agreement
between the Fund and Xxxxxx Xxxxxxxx & Xxxxxxxx dated July 1, 1988 (the
"Advisory Agreement");
(g) A copy of the Custodian Agreement dated
November 18, 1986 between the Fund and Xxxxxx Guaranty Trust Company of New
York (Xxxxxx Guaranty) (the "Domestic Custodian Agreement"); and a copy of the
Custodian Agreement dated September 1, 1993 between the Fund and Xxxxxx
Xxxxxxx Trust Company (Xxxxxx Xxxxxxx) (the "International Custodian
Agreement") (together, Xxxxxx Guaranty and Xxxxxx Xxxxxxx are referred to
herein as the "Custodian");
(h) opinions of counsel and auditors reports;
(i) The Fund's current Prospectuses and Statement
of Additional Information relating to all Portfolios and all amendments and
supplements thereto (such Prospectuses and Statement of Additional Information
and supplements thereto, as presently in effect and as from time to time
hereafter amended and supplemented, are herein called the "Prospectuses"); and
(j) Such other agreements as the Fund may enter
into from time to time, including securities lending agreements, futures and
commodities account agreements, brokerage agreements, and options agreements.
4. Services Provided by U.S. Trust.
U.S. Trust will provide the following transfer agent and dividend
disbursing services, subject to the control, direction and supervision of the
Board and in compliance with the objectives, policies and limitations set
forth in the Fund's Registration Statement, Declaration and By-Laws,
applicable laws and regulations, and all resolutions and policies adopted by
the Board:
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(a) Maintaining records for each Fund shareholder
showing the following: (i) Name, address and tax identification number; (ii)
Number of shares held of each Portfolio of the Fund; (iii) Historical
information, including dividends paid and date and price of all share
purchases, redemptions and other transactions; (iv) All dividend reinvestment
orders (if any), applications, dividend addresses and correspondence relating
to current maintenance of the account; and (v) Pertinent data as reasonably
may be requested, added and or designated by the Fund's officers.
(b) Recording the issuance of shares of each
Portfolio. Except as specifically agreed in writing between U.S. Trust and the
Fund, U.S. Trust shall have no obligation to take cognizance of any other laws
relating to the issue and sale of such shares.
(c) Transferring on the records of the Fund shares,
whether represented by certificates or held in non-certificate form, upon the
surrender to it of the certificate or, in the case of non-certificated shares,
comparable transfer documents in proper form for transfer, and upon
cancellation thereof countersigning and issuing new certificates or other
documents of ownership for a like amount of shares and delivering the same
pursuant to the transfer instructions.
(d) In the event that any check or other order for
the payment of money is returned unpaid for any reason, taking such steps,
including redepositing said check for collection or returning said check to
the investor, as U.S. Trust may, at its discretion, deem appropriate, and
notifying the Fund of such action.
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(e) Preparing, filing with the Internal Revenue
Service and mailing to shareholders such returns for reporting payment of
dividends and distributions as are required by applicable laws to be so filed
and/or mailed, provided that U.S. Trust shall withhold such sums as are
required to be withheld under applicable Federal income tax laws rules and
regulations.
(f) Mailing proxy statements, proxy cards and other
materials and receiving, examining and tabulating returned proxies. U.S. Trust
shall certify that all proxies have been mailed, make interim reports of the
status of such tabulation to the Fund upon request, and shall certify the
final results of the tabulation.
(g) Prepare and mail checks, place wire transfers
or credit income and capital gain payments to shareholders. The Fund shall
advise U.S. Trust of the declaration of any dividend or distribution and the
record and payable date thereof at least five (5) days prior to the record
date. U.S. Trust shall, on or before the payment date of any such dividend or
distribution, notify the Fund's Custodian of the estimated amount required to
pay any portion of said dividend or distribution payable in cash, and on or
before the payment date of such distribution, the Fund shall instruct-its
Custodian to make available to U.S. Trust sufficient funds for the cash amount
to be paid out. If a shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate credits will be made
to his/her account and/or certificates delivered where requested. A
shareholder not electing issuance of certificates will receive a confirmation
from U.S. Trust indicating the number of shares credited to his/her account.
(h) Except as otherwise provided in this paragraph
(h), U.S. Trust shall not be responsible for processing subscription or
redemption transactions. U.S. Trust shall
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process subscription and redemption transactions as set forth below in
sub-paragraphs (1) and (2) with respect to individual or profit sharing
accounts of investors who are employees of Xxxxxx Xxxxxxxx & Xxxxxxxx
("Employee Investors"); provided, however, that U.S. Trust shall process such
transactions only when requests to purchase or redeem shares are received by
U.S. Trust directly from such Employee Investors. U.S. Trust shall:
(1) Subject to acceptance by the Fund and its
distributor, process all orders for the purchase of shares of the Fund in
accordance with the Fund's current registration statement. Upon receipt of any
check or other payment for purchase of shares of the Fund from an Employee
Investor, U.S. Trust will (i) stamp the envelope with the date of receipt,
(ii) forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and deposit,
such notification to be given on a daily basis of the total amounts determined
and deposited to the Fund's custodian bank account during such day. U.S. Trust
shall then credit the share account of the Employee Investor with the number
of shares to be purchased made on the date such payment is received by U.S.
Trust, as set forth in the Fund's current prospectus and shall promptly mail a
confirmation of such purchase to the Employee Investor, all subject to any
instructions which the Fund may give to U.S. Trust with respect to the timing
or manner of acceptance of orders for shares relating to payments so received
by it.
(2) Receive and stamp with the date of receipt all
valid requests for redemptions of shares held in certificate or
non-certificate form, and process redemption requests as follows: W if such
certificate or redemption request complies with the applicable standards
approved by the Fund, U.S. Trust shall on each business day on which any
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such redemption request is received notify the Fund of the total number of
shares presented and covered by such requests received by U.S. Trust on such
day; (ii) on or prior to the seventh calendar day succeeding any such requests
received by U.S. Trust, U.S. Trust shall notify the Fund's custodian bank,
subject to instructions from the Fund, to transfer monies to such account as
designated by U.S. Trust for such payment to the redeeming Employee Investor
of the applicable redemption price; (iii) if any such certificate or request
for redemption does not comply with applicable standards, U.S. Trust shall
promptly notify the Employee Investor or such fact, together with the reason
therefore, and shall effect such redemption at the Fund's price next
determined after receipt of documents complying with such standards or, at
such other time as the Fund shall so direct.
5. Fees; Expenses; Expense Reimbursement
(a) As compensation for the services rendered to
the Fund pursuant to this Agreement, the Fund shall pay U.S. Trust such fees
as are set forth in Schedule A to this Agreement. Such fees are to be computed
daily and paid monthly on the second business day of the month following
provision of the services. Upon any termination of this Agreement before the
end of any month, the fee for the part of the month before such termination
shall be prorated according to the proportion which such part bears to the
full monthly period and shall be payable upon the date of termination of this
Agreement.
(b) For the purposes of determining any fees
calculated as a function of the Fund's assets, the value of the Fund's net
assets shall be computed as required by its Prospectuses, generally accepted
accounting principles and resolutions of the Board.
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(c) U.S. Trust will from time to time employ or
associate with such person or persons as may be appropriate to assist U.S.
Trust in the performance of this Agreement. Such persons or persons may be
officers and employees who are employed or designated as officers by both U.S.
Trust and the Fund. The compensation of such person or persons for such
employment shall be paid by U.S. Trust and no obligation will be incurred by
or on behalf of the Fund in such respect.
(d) U.S. Trust will bear all of its own expenses in
connection with its performance of services under this Agreement except as
otherwise provided herein. The Fund agrees to promptly reimburse U.S. Trust
for any equipment and supplies specially ordered by or for the Fund through
U.S. Trust and for any other expenses not contemplated by this Agreement that
U.S. Trust may incur on the Fund's behalf at the Fund's request or as
consented to by the Fund. Such other expenses to be incurred in the operation
of the Fund and to be borne by the Fund include, but are not limited to:
taxes; SEC and state blue sky registration and qualification fees, levies,
fines and other charges; charges and expenses of custodians; and expenses of
typesetting, printing and production costs of shareholders, reports and proxy
statements and materials; and costs and expenses of Fund stationery and forms.
6. Proprietary and Confidential Information. U.S. Trust
agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Fund, all records and other information
relative to the Fund's prior, present or potential shareholders, and to not
use such records and information for any purpose other than performance of
U.S. Trust's responsibilities and duties hereunder. U.S. Trust may seek a
waiver of such confidentiality provisions by furnishing reasonable prior
notice to the Fund and obtaining approval in writing
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from the Fund, which approval shall not be unreasonably withheld and may not
be withheld where U.S. Trust may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities. Waivers of confidentiality are automatically
effective without further action by U.S. Trust with respect to Internal
Revenue Service levies, subpoenas and similar actions, or with respect to any
request by the Fund.
7. Duties, Responsibilities and Limitation of Liability
(a) In the performance of its duties hereunder, U.S. Trust
shall be obligated, as applicable, to exercise the due care and diligence of a
mutual fund transfer and dividend disbursing agent, and in all events to act
in good faith in performing the services provided for under this Agreement. In
performing its services hereunder, U.S. Trust shall be entitled to rely on any
oral or written instructions, notices or other communications from the Fund
and its Custodian, officers and directors, investors, agents and other service
providers which U.S. Trust reasonably believes to be genuine, valid and
authorized. U.S. Trust also shall be entitled to rely on the advice and
opinions of outside counsel acceptable to the Fund, as necessary or
appropriate.
(b) Subject to the foregoing, U.S. Trust shall not be liable
for any error of judgment or mistake of law or for any loss or expense
suffered by the Fund, in connection with the matters to which this Agreement
relates, except for a loss or expense resulting from willful misfeasance, bad
faith or gross negligence on U.S. Trust's part in the performance of its
duties or from reckless disregard by U.S. Trust of its obligations and duties
under this Agreement. Any officer, director, partner, employee or agent of the
Fund who is also an officer, director, partner,
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employee or agent of U.S. Trust shall be deemed to be rendering services to or
acting solely for the Fund, except when rendering services or business in
connection with U.S. Trust's duties hereunder.
(c) Subject to Paragraph 7(b) above, U.S. Trust shall not be
responsible for, and the Fund shall indemnify and hold U.S. Trust harmless
from and against, any and all losses, damages, costs, reasonable attorneys'
fees and expenses, payments, expenses and liabilities arising out of or
attributable to:
(i) all actions of U.S. Trust or its officers or
agents required to be taken pursuant to this Agreement;
(ii) the reliance on or use by U.S. Trust or its
officers or agents of information, records, or documents which are received by
U.S. Trust or its officers or agents and furnished to it or them by or on
behalf of the Fund, and which have been prepared or maintained by the Fund or
any other third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with
the terms of this Agreement or the Fund's lack of good faith, or its actions,
or lack thereof, involving gross negligence or willful misfeasance;
(iv) the breach of any representation or warranty
of the Fund hereunder;
(v) reasonable and justified reliance by U.S. Trust
on telephone or other electronic instructions of any person acting on behalf
of a shareholder or shareholder account for which telephone or other
electronic services have been authorized;
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(vi) the reliance on or the carrying out by U.S.
Trust or its officers or agents of any proper instructions reasonably believed
to be duly authorized, or requests of the Fund or recognition by U.S. Trust of
any share certificates which are reasonably believed to bear the proper
signatures of the officers of the Fund and the proper countersignature of any
former or current transfer agent or registrar of the Fund; or
(vii) the offer or sale of shares by the Fund
and/or its distributor (a) in violation of any requirement under the federal
securities laws or regulations or the securities laws or regulations of any
state, or (b) in violation of any stop order or other determination or ruling
by any Federal agency or any state agency with respect to the offer or sale of
such shares in such state resulting from activities, actions, or omissions by
the Fund or its distributor or existing or arising out of activities, actions
or omissions by or on behalf of the Fund prior to the effective date of this
Agreement.
(d) U.S. Trust shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs, charges,
reasonable attorneys' fees and expenses, payments, expenses and liabilities
arising out of or attributable to U.S. Trust's refusal or failure to comply
with the terms of this Agreement; U.S. Trust's breach of any representation or
warranty made by it herein; or U.S. Trust's lack of good faith, or acts
involving gross negligence, willful misfeasance or reckless disregard of its
duties.
8 Term. This Agreement shall become effective on the date
first hereinabove written. This Agreement shall continue in effect unless
terminated by either party on 90 days, prior written notice. Upon termination
of this Agreement, the Fund shall pay to U.S.
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Trust such compensation and any reimbursable expenses as may be due under the
terms hereof as of the date of termination or the date that the provision of
services ceases, whichever is later.
9. Notices. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person
or by certified mail, return receipt requested, to the parties at the
following address (or such other address as a party may specify by notice to
the other)
If to the Fund:
MAS Funds
X.X. Xxx 000
Xxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxxx, XX 00000-0000
Attn: Xx. Xxxxxxx Xxxxxx
FAX: (215) 000-00X0
with a copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxx, Xxxxx & Xxxxxxx
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
FAX: (000) 000-0000
If to U.S. Trust:
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000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Division Director, Mutual Funds Division
FAX: (212)_____________
with a copy to:
Mutual Funds Service Company
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx Xxxxxxxx,
Vice President and General Counsel
FAX: (000) 000-0000
Notice shall be effective upon receipt, if by mail, on the date of personal
delivery, by private messenger, courier service or otherwise or upon confirmed
receipt of telex or facsimile, whichever occurs first.
10. Assignability. This Agreement shall not be assigned by
any of the parties hereto without the prior consent in writing of the other
party; provided, however, that U.S. Trust may in its own discretion and
without limitation or prior consent of the Fund, whenever and on such terms
and conditions as U.S. Trust deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to its
subsidiaries or affiliates; provided further, that any such subcontract,
agreement or understanding shall not discharge U.S. Trust or its affiliates or
subsidiaries, as the case may be, from the obligations hereunder. Similarly,
U.S.
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Trust or its affiliated subcontractor, designee, or assignee may, at its
discretion, without notice to the Fund, enter into such subcontracts,
agreements and understandings, whenever and on such terms and conditions as
U.S. Trust or they deem necessary or appropriate to perform services
hereunder, with non-affiliated third parties; provided, however, that such
subcontract, agreement or understanding shall not discharge U.S. Trust, or its
subcontractor, designee, or assignee, as the case may be, from U.S. Trust's
obligations hereunder.
11. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver nor shall it deprive such party of the right thereafter to
insist upon strict adherence to that term or any term of this Agreement. Any
waiver must be in writing signed by the waiving party.
12. Force Maleure. U.S. Trust shall not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including without limitation, acts of God,
earthquakes, fires, floods, wars, acts of civil or military authorities, or
governmental actions, nor shall any such failure or delay give the Fund the
right to terminate this Agreement.
13. Amendments. This Agreement may be modified or amended
from time to time by mutual written agreement between the parties. No
provision of this Agreement may be changed, discharged or terminated orally,
but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought.
14. Severability. If any provision of this Agreement is
invalid or unenforceable, the balance of the Agreement shall remain in effect,
and if any provision is
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inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
15. Governing Law. This Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of the date
first written above.
MAS FUNDS
By: /s/ Xxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
UNITED STATES TRUST COMPANY OF NEW YORK
By:/s/Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: EVP
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SCHEDULE A
SCHEDULE OF FEES
No separate fee is payable under this Agreement
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SCHEDULE B
LISTING OF PORTFOLIOS SUBJECT TO THIS AGREEMENT
1. Equity Portfolio
2. Value Portfolio
3. Small Capitalization Value Portfolio
4. Growth Portfolio
5. Emerging Growth Portfolio
6. Fixed Income Portfolio
7. Fixed Income II Portfolio
8. Special Purpose Fixed Income Portfolio
9. High Yield Securities Portfolio
10. Limited Duration Fixed Income Portfolio
11. Intermediate Duration Fixed Income Portfolio
12. Mortgage-Backed Securities Portfolio
13. Balanced Portfolio
14. International Equity Portfolio
15. Emerging Markets Portfolio
16. Global Fixed Income Portfolio
17. International Fixed Income Portfolio
18. Cash Reserves Portfolio
19. Select Value Portfolio
20. Select Equity Portfolio
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21. Select Fixed Income Portfolio
22. Municipal Fixed Income Portfolio
23. Pennsylvania Municipal Fixed Income Portfolio
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Exhibit A
Amendment to
TRANSFER AGENCY AGREEMENT
Paragraph 8 of the Transfer Agency Agreement ("Agreement") between MAS
Funds ("Funds") and Chase Global Funds Services Company ("Chase") dated
November 18, 1993 and amended by letter of agreement dated February 9, 1995,
is hereby amended by striking Paragraph 8 in its entirety from the Agreement
and replacing it as follows:
"8. TERM.: This Agreement shall continue in effect for a minimum
period of 24 months from the date set forth below and shall continue in effect
thereafter unless terminated by either party on 90 prior written notice. Upon
termination of the Agreement, the Fund shall pay Chase all fees and
reimbursable expenses as may be due under the terms hereof as of the date of
the termination or the that the provision of services ceases, whichever is
later."
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
Chase Global Funds Services Company MAS Funds
By:_______________________- By:_________________________
Xxxxxx X. Xxxxx Xxxxxxxx Xxxxxx
Chairman Vice President, MAS Funds
Dated: November 18,1996
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