TRANSFER AGENCY AGREEMENT
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THIS TRANSFER AGENCY AGREEMENT is made as of the 3rd day of December, 1999,
by and between Eagle Funds, a Massachusetts business trust (the "Trust"), and
Sunstone Financial Group, Inc., a Wisconsin corporation, its successors and
assigns ("Sunstone").
R E C I T A L S:
WHEREAS, the Trust is registered under the 1940 Act as an open-end
management investment company; and
WHEREAS, the Trust desires to retain Sunstone to render certain transfer
agency and dividend disbursement services, and Sunstone is willing to render
such services, all in accordance with the terms of this Agreement.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to any terms defined in the body of this Agreement, the
following capitalized terms shall have the meanings set forth hereinafter
whenever they appear in this Agreement:
1.01 1940 ACT shall mean the Investment Company Act of 1940, as amended
from time to time.
1.02 AUTHORIZED PERSON shall mean any individual who is authorized to
provide Sunstone with Instructions and requests on behalf of the Trust, whose
name shall be certified to Sunstone from time to time pursuant to Section 7.01
of this Agreement.
1.03 BOARD OF TRUSTEES shall mean the Board of Trustees of the Trust.
1.04 CUSTODIAN shall mean the financial institution appointed as custodian
under the terms and conditions of the custody agreement between the financial
institution and the Trust, or its successor.
1.05 DECLARATION OF TRUST shall mean the Declaration of Trust or other
similar operational document of the Trust, as the case may be, as the same may
be amended from time to time.
1.06 EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended from time to time.
1.07 FUND shall mean each separate series of Shares offered by the Trust
representing interests in a separate portfolio of securities and other assets
for which the Trust has appointed Sunstone as transfer agent and dividend
disbursing agent under this Agreement.
1.08 FUND BUSINESS DAY shall mean each day on which the New York Stock
Exchange, Inc. is open for trading.
1.09 INSTRUCTIONS shall mean an oral communication from an Authorized
Person or a written communication signed by an Authorized Person and actually
received by Sunstone. Instructions shall include manually executed originals,
telefacsimile transmissions of manually executed originals or electronic
communications.
1.10 PROSPECTUS shall mean the last Prospectus with respect to a Fund and
any supplement actually received by Sunstone from the Trust with respect to
which the Trust has indicated a registration statement has become effective
under the Securities Act and the 1940 Act, including the Statement of Additional
Information, incorporated by reference herein.
1.11 SECURITIES ACT shall mean the Securities Act of 1933, as amended from
time to time.
1.12 SHARES shall mean such shares of capital stock or beneficial interest,
as the case may be, or class thereof, of each respective Fund of the Trust as
may be issued from time to time.
1.13 SHAREHOLDER shall mean a record owner of Shares of each respective
Fund of the Trust.
ARTICLE II
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APPOINTMENT OF TRANSFER AGENT
2.01 APPOINTMENT. The Trust hereby appoints Sunstone as transfer agent and
dividend disbursing agent of all the Shares of the Trust during the term of this
Agreement with respect to each Fund listed on Schedule A hereto, and any
additional Fund the Trust and Sunstone may agree to include on any amended
Schedule A. Sunstone hereby accepts such appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
2.02 DUTIES.
A. Sunstone shall perform the transfer agent and dividend disbursement
services described on Schedule B hereto and such additional services as may be
agreed to by the parties from time to time and set forth in an amendment to
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Schedule B (collectively, the "Services"). Sunstone shall have no duties or
responsibilities other than those specifically set forth in this Agreement, and
no covenant or obligation to carry out any other duties or responsibilities
shall be implied in this Agreement against Sunstone.
B. Sunstone may, in its discretion, appoint other parties to carry out
some or all of its responsibilities under this Agreement; provided, however,
that unless the Trust shall enter into a written agreement with any such party,
the party shall be the agent of Sunstone and not the agent of the Trust. In
such event, Sunstone shall be fully responsible for the acts or omissions of
such party and shall not be relieved of any of its responsibilities hereunder by
the appointment of such party.
2.03 DELIVERIES.
A. In connection with Sunstone's appointment as transfer agent and
dividend disbursing agent, the Trust shall deliver or cause the following
documents to be delivered to Sunstone:
(1) A copy of the Declaration of Trust and By-laws of the Trust and
all amendments thereto, certified by the Secretary of the Trust;
(2) A certificate signed by the President and Secretary of the Trust
specifying the number of authorized Shares and the number of such authorized
Shares issued and currently outstanding, if any;
(3) A certified copy of the resolutions of the Board of Trustees of
the Trust appointing Sunstone as transfer agent and dividend disbursing agent
and authorizing the execution of this Transfer Agency Agreement on behalf of the
Trust;
(4) Copies of the Trust's Registration Statement, as amended to date,
and the most recently filed Post-Effective Amendment thereto, filed by the Trust
with the Securities and Exchange Commission under the Securities Act and the
1940 Act, together with any applications filed in connection therewith;
(5) An opinion of counsel for the Trust with respect to the Trust's
organization and existence under the laws of its state of organization, the
validity of the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
and any other applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the Registration Statement
has become effective, or if exempt, the specific grounds therefor); and
(6) The certificate required by Section 7.01 of this Agreement,
signed by an officer of the Trust and designating the names of the Trust's
initial Authorized Persons.
B. The Trust agrees to deliver or to cause to be delivered to
Sunstone in Milwaukee, Wisconsin, at the Trust's expense, all of its Shareholder
account records in a format acceptable to Sunstone, as well as all other
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documents, records and information that Sunstone may reasonably request in order
for Sunstone to perform the Services hereunder.
ARTICLE III
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COMPENSATION & EXPENSES
3.01 COMPENSATION. As compensation for the performance of the Services, the
Trust agrees to pay Sunstone the fees set forth on Schedule C attached hereto.
The parties may amend Schedule C to include fees for any additional services
requested by the Trust, or to add Funds for which Sunstone has been retained.
The Trust agrees to pay Sunstone's then current rate for any Services added to
Schedule C after the execution of this Agreement.
3.02 EXPENSES. The Trust also agrees to promptly reimburse Sunstone for
all out-of-pocket expenses or disbursements incurred by
Sunstone in connection with the performance of Services
under this Agreement. Out-of-pocket expense shall include,
but not be limited to, those items specified on Schedule C hereto. If
requested by Sunstone, out-of-pocket expenses are payable in advance. Payment
of postage expenses, if prepayment is requested, is due at least seven days
prior to the anticipated mail date. In the event Sunstone requests advance
payment, Sunstone shall not be obligated to incur such expenses or perform the
related Service(s) until payment is received.
3.03 PAYMENT PROCEDURES.
A. The Trust agrees to pay all amounts due hereunder within fifteen
days of the date reflected on the statement for such Services (the "Due Date").
Sunstone shall xxxx Service fees monthly, and out-of-pocket expenses as incurred
(unless prepayment is requested by Sunstone). Sunstone may, at its option,
arrange to have various service providers submit invoices directly to the Trust
for payment of reimbursable out-of-pocket expenses.
B. The Trust is aware that its failure to remit to Sunstone all
amounts due on or before the Due Date will cause Sunstone to incur costs not
contemplated by this Agreement, including, but not limited to carrying,
processing and accounting charges. Accordingly, in the event that Sunstone does
not receive any amounts due hereunder by the Due Date, the Trust agrees to pay a
late charge on the overdue amount equal to one and one-half percent (1.5%) per
month or the maximum amount permitted by law, whichever is less. In addition,
the Trust shall pay Sunstone's reasonable attorney's fees and court costs if any
amounts due Sunstone are collected by or through an attorney. The parties
hereby agree that such late charge represents a fair and reasonable computation
of the costs incurred by reason of the Trust's late payment. Acceptance of such
late charge shall in no event constitute a waiver by Sunstone of the Trust's
default or prevent Sunstone from exercising any other rights and remedies
available to it.
3.04 ALLOCATION OF RISK. The Trust acknowledges that the fees charged by
Sunstone under this Agreement reflect the allocation of risk between the
parties, including the exclusion of remedies and limitations on liability in
Article VIII. Modifying the allocation of risk from what is stated herein would
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affect the fees that Sunstone charges. Accordingly, in consideration of those
fees, the Trust agrees to the stated allocation of risk.
ARTICLE IV
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PROCESSING AND PROCEDURES
4.01 ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
A. Sunstone agrees to accept purchase orders and redemption requests
with respect to the Shares of each Fund on each Fund Business Day in accordance
with such Fund's Prospectus; provided, however, that Sunstone shall only accept
purchase orders from states in which the Shares are registered, as indicated
from time to time by the Trust. Sunstone shall, as of the time at which the net
asset value of each Fund is computed on each Fund Business Day, issue to and
redeem from the accounts specified in a purchase order or redemption request in
proper form and accepted by the Fund the appropriate number of full and
fractional Shares based on the net asset value per Share of the respective Fund
specified in an advice received on such Fund Business Day from or on behalf of
the Fund. Sunstone shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Trust in connection with the
issuance of any Shares in accordance with this Agreement. Sunstone shall not be
required to issue any Shares after it has received from an Authorized Person or
from an appropriate federal or state authority written notification that the
sale of Shares has been suspended or discontinued, and Sunstone shall be
entitled to rely upon such written notification.
B. Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, Sunstone shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable federal law, make payment in accordance with
the Fund's redemption and payment procedures described in the Prospectus.
C. Except as otherwise provided in this paragraph, Sunstone will
transfer or redeem Shares upon presentation to Sunstone of instructions endorsed
for exchange, transfer or redemption, accompanied by such documents as Sunstone
deems necessary to evidence the authority of the person making such transfer or
redemption. Sunstone reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the endorsement or instructions are valid and
genuine. For that purpose, it will require, unless otherwise instructed by an
Authorized Person or except as otherwise provided in this paragraph, a guarantee
of signature by an "Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. Sunstone also reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which Sunstone, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no reasonable
basis to any claims adverse to such transfer or redemption. Sunstone may, in
effecting transfers and redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers (or such
other statutes which protect it and the Trust in not requiring complete
fiduciary documentation) and shall not be responsible for any act done or
omitted by it in good faith in reliance upon such laws. Notwithstanding the
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foregoing or any other provision contained in this Agreement to the contrary,
Sunstone shall be fully protected by each Fund in not requiring any instruments,
documents, assurances, endorsements or guarantees, including, without
limitation, any signature guarantees, in connection with a redemption, exchange
or transfer of Shares whenever Sunstone reasonably believes that requiring the
same would be inconsistent with the transfer and redemption procedures described
in the Prospectus.
D. Notwithstanding any provision contained in this Agreement to the
contrary, Sunstone shall not be required or expected to require, as a condition
to any transfer or redemption of any Shares pursuant to a computer tape or
electronic data transmission, any documents to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
E. In connection with each purchase and each redemption of Shares,
Sunstone shall send such statements as are prescribed by the Federal securities
laws applicable to transfer agents or as described in the Prospectus. It is
understood that certificates for Shares have not been and will not be offered by
the Trust or available to investors.
F. Sunstone and the Trust shall establish procedures for effecting
purchase, redemption or transfer transactions accepted from investors by
telephone or other methods consistent with the terms of the Prospectus.
Sunstone may establish such additional procedures, rules and regulations
governing the purchase, redemption or transfer of Shares, as it may deem
advisable and consistent with the Prospectus and industry practice. Sunstone
shall not be liable, and shall be held harmless by the Trust, for its actions or
omissions which are consistent with the foregoing procedures.
G. The Trust agrees to provide Sunstone with prior notice of any
increase or decrease in the total number of Shares authorized to be issued, or
the issuance of any additional Shares of a Fund pursuant to stock dividends,
stock splits, recapitalizations, capital adjustments or similar transactions,
and to deliver to Sunstone such documents, certificates, reports and legal
opinions as Sunstone may reasonably request.
4.02 DIVIDENDS AND DISTRIBUTIONS.
A. The Trust shall give or cause to be given to Sunstone a copy of a
resolution of its Board of Trustees, that either:
(i) sets forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof, the
record date as of which Shareholders entitled to payment or accrual, as the case
may be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to Sunstone on
such payment date, or
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(ii) authorizes the declaration of dividends and distributions on a
daily or other periodic basis and further authorizes Sunstone to rely on a
certificate of an Authorized Person setting forth the information described in
subsection (i) of this paragraph.
B. In connection with a reinvestment of a dividend or distribution of
Shares of a Fund, Sunstone shall as of each Fund Business Day, as specified in a
certificate or resolution described in paragraph A, issue Shares of the Fund
based on the net asset value per Share of such Fund specified in an advice
received from or on behalf of the Fund on such Fund Business Day.
C. Upon the mail date specified in such certificate or resolution, as
the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name of
Sunstone on behalf of a Fund, an amount of cash sufficient for Sunstone to make
the payment, as of the mail date specified in such certificate or resolution, as
the case may be, to the Shareholders who were of record on the record date.
Sunstone will, upon receipt of any such cash, make payment of such cash
dividends or distributions to the Shareholders as of the record date. Sunstone
shall not be liable for any improper payments made in accordance with a
certificate or resolution described in the preceding paragraph. If Sunstone
shall not receive from the Custodian sufficient cash to make payments of any
cash dividend or distribution to all Shareholders of a Fund as of the record
date, Sunstone shall, upon notifying the Trust, withhold payment to such
Shareholders until sufficient cash is provided to Sunstone.
D. It is understood that Sunstone in its capacity as transfer agent
and dividend disbursing agent shall in no way be responsible for the
determination of the rate or form of dividends or capital gain distributions due
to the Shareholders pursuant to the terms of this Agreement. It is further
understood that Sunstone shall file with the Internal Revenue Service and
Shareholders such appropriate federal tax forms concerning the payment of
dividend and capital gain distributions but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable
federal law.
4.03 RECORDS.
A. Sunstone shall keep those records specified in Schedule D hereto
in the form and manner, and for such period, as it may deem advisable but not
inconsistent with the rules and regulations of appropriate government
authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. Sunstone
may deliver to the Trust from time to time at Sunstone's discretion, for
safekeeping or disposition by the Trust in accordance with law, such records,
papers and documents accumulated in the execution of its duties as transfer
agent, as Sunstone may deem expedient, other than those which Sunstone is itself
required to maintain pursuant to applicable laws and regulations. The Trust
shall assume all responsibility for any failure thereafter to produce any
record, paper, or other document so returned, if and when required. To the
extent required by Section 31 of the 1940 Act and the rules and regulations
thereunder, the records specified in Schedule D hereto maintained by Sunstone,
which have not been previously delivered to the Trust pursuant to the foregoing
provisions of this paragraph, shall be considered to be the property of the
Trust, shall be made available upon request for inspection by the officers,
employees, and auditors of the Trust, and shall be delivered to the Trust
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promptly upon request and in any event upon the date of termination of this
Agreement, in the form and manner kept by Sunstone on such date of termination
or such earlier date as may be requested by the Trust. Notwithstanding anything
contained herein to the contrary, Sunstone shall be permitted to maintain copies
of any such records, papers and documents to the extent necessary to comply with
the recordkeeping requirements of federal and state securities laws, tax laws
and other applicable laws.
B. Sunstone agrees to keep all records and other information relative
to the Trust's Shareholders confidential, except when requested to divulge such
information by duly-constituted authorities or court process, or when requested
by a Shareholder or Shareholder's agent with respect to information concerning
an account as to which such Shareholder has either a legal or beneficial
interest, or when requested by the Trust, the Shareholder, the Shareholder's
agent or the dealer of record with respect to such account. In case of any
requests or demands for the inspection of the Shareholder records of the Trust,
Sunstone will endeavor to notify the Trust promptly and to secure instructions
from an Authorized Person as to such inspection. Sunstone reserves the right,
however, to exhibit the Shareholder records to any person whenever it believes
there is a reasonable likelihood that Sunstone will be held liable for the
failure to exhibit the Shareholder records to such person; provided, however,
that in connection with any such disclosure Sunstone shall promptly notify the
Trust that such disclosure has been made or is to be made. Records and
information which have become known to the public through no wrongful act of
Sunstone or any of its employees, agents or representatives, and information
which was already in the possession of Sunstone prior to receipt thereof, shall
not be subject to this paragraph.
ARTICLE V
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REPRESENTATION AND WARRANTIES
5.01 REPRESENTATIONS OF TRUST. The Trust represents and warrants to
Sunstone that:
A. It is a business trust duly organized and existing under the laws
of the State of Massachusetts; it is empowered under applicable laws and by its
Declaration of Trust and By-laws to enter into and perform this Agreement; and
all requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
B. Any officer of the Trust has the authority to appoint additional
Authorized Persons, to limit or revoke the authority of any previously
designated Authorized Person, and to certify to Sunstone the names of such
Authorized Persons.
C. It is duly registered as an investment company under the 1940 Act.
D. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities laws
filings have been made and will continue to be made, with respect to Shares of
the Trust being offered for sale.
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E. All outstanding Shares are validly issued, fully paid and non-
assessable and when Shares are hereafter issued in accordance with the terms of
the Trust's Declaration of Trust and its Prospectus with respect to each Fund,
such Shares shall be validly issued, fully paid and non-assessable.
5.02 REPRESENTATIONS OF SUNSTONE. Sunstone represents and warrants to the
Trust that:
A. It is a corporation duly organized and existing under the laws of
the State of Wisconsin; it is empowered under applicable law and by its Articles
of Incorporation and By-laws to enter into and perform this Agreement; and all
requisite proceedings have been taken to authorize it to enter into and perform
this Agreement.
B. It is duly registered as a transfer agent under Section 17A of the
1934 Act to the extent required.
C. It has received a copy of each Fund's Prospectus which describes
how sales and redemptions of Shares shall be made.
ARTICLE VI
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ADDITIONAL COVENANTS AND AGREEMENTS
6.01 INFORMATION UPDATES. During the term of this Agreement the Trust
shall have the ongoing obligation to provide Sunstone with the following
documents as soon as they become effective: (i) certified copies of all
amendments to its Declaration of Trust and By-laws made after the date of this
Agreement; and (ii) a copy of each Fund's currently effective Prospectus. For
purposes of this Agreement, Sunstone shall not be deemed to have notice of any
information contained in any such Prospectus until a reasonable time after it is
actually received by Sunstone.
6.02 SHARE REGISTRATION. The Trust agrees to take or cause to be taken all
requisite steps to register the Shares for sale in all states in which the
Shares shall at the time be offered for sale and require registration. If the
Trust receives notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Shares, or of any stop order or other
proceeding under the federal securities laws affecting the sale of Shares, the
Trust will give prompt notice thereof to Sunstone.
6.03 COMPLIANCE WITH LAWS. The Trust will comply with all applicable
requirements of the Securities Act, the Exchange Act, the 1940 Act, blue sky
laws, and any other applicable laws, rules and regulations.
6.04 ADDITIONAL DUTIES. The Trust agrees that it shall advise Sunstone at
least 30 days prior to effecting any change in the Prospectus which would
increase or alter the duties and obligations of Sunstone hereunder, and shall
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proceed with such change only if it shall have received the written consent of
Sunstone thereto.
6.05 TRANSFER AGENT SYSTEM.
A. Sunstone shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, trade secrets, trademarks and other
related legal rights utilized by Sunstone in connection with the Services
provided by Sunstone to the Trust herein (the "Sunstone System").
B. Sunstone hereby grants the Trust a limited license to use the
Sunstone System for the sole and limited purpose of having Sunstone provide the
Services contemplated hereunder. Nothing contained in this Agreement should be
construed or interpreted otherwise, and such license shall immediately terminate
upon the termination of this Agreement.
6.06 INTERNET SERVICES.
A. In the event Schedule B reflects any Services in the Sunstone
4.netSM category, the Trust agrees to provide, at its cost, all computers,
telecommunications equipment and other equipment and software necessary to
develop and maintain its web site, to design and develop the web site
functionality necessary to facilitate and maintain hypertext links between its
web site and Sunstone's web site, and to provide Sunstone with such Instructions
as it may request from time to time in connection with the performance of
Sunstone's obligations hereunder.
B. Sunstone shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, trade secrets, trademarks and other
related legal rights utilized by Sunstone in connection with the Sunstone
4.netSM services provided by Sunstone to the Trust pursuant to this Agreement
(the "Sunstone 4.netSM System"). The Sunstone 4.netSM System is licensed, not
sold. Sunstone hereby grants the Trust a nonexclusive, limited license to use
the Sunstone 4.netSM System for the sole and limited purpose of having Sunstone
provide the services to the Trust. Such license shall immediately terminate
upon the termination of the Agreement. The Trust agrees that it will not mask,
delete or otherwise alter any disclaimers, trademark or service xxxx
notifications embedded in or describing the Sunstone 4.netSM System.
C. SUNSTONE IS PROVIDING THE SUNSTONE 4.NETSM SYSTEM TO THE TRUST ON
AN "AS IS" BASIS, AND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE SUNSTONE 4.NETSM SYSTEM AND THE SERVICES TO BE
PROVIDED HEREUNDER RELATING THERETO, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF
THE SUNSTONE 4.NETSM SYSTEM WILL BE ERROR FREE OR WILL NOT BE INTERRUPTED FROM
TIME TO TIME BY REASON OF A DEFECT THEREIN. The parties acknowledge that
Sunstone's ability to provide the Sunstone 4.netSM services described herein
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depends upon a number of factors beyond Sunstone's control, including, but not
limited to, the Internet and equipment, software, data and services provided by
telecommunications carriers and unrelated vendors and third parties. Sunstone
shall not be liable for its failure to perform any of the services or for the
delay or interruption of any such services, if the failure, delay or
interruption in caused by circumstances beyond Sunstone's reasonable control.
The terms and conditions of this Section shall supercede and control any
conflicting provisions in this Agreement.
ARTICLE VII
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TRUST INSTRUCTIONS
7.01 AUTHORIZED PERSONS. Upon the execution of this Agreement, the Trust
shall provide Sunstone with a certificate containing the names of the initial
Authorized Persons in a form acceptable to Sunstone. Any officer of the Trust
has the authority to appoint additional Authorized Persons, to limit or revoke
the authority of any previously designated Authorized Person, and to certify to
Sunstone the names of the Authorized Persons from time to time. The Trust shall
provide Sunstone with an updated certificate evidencing the appointment, removal
or change of authority of any Authorized Person, it being understood Sunstone
shall not be held to have notice of any change in the authority of any
Authorized Person until receipt of written notice thereof from the Trust.
7.02 ACCEPTANCE OF INSTRUCTIONS. Sunstone, its officers, agents or
employees shall accept Instructions given to them by any person representing or
acting on behalf of the Trust only if such representative is an Authorized
Person. The Trust agrees that when oral Instructions are given, it shall, upon
the request of Sunstone, confirm such Instructions in writing.
7.03 REQUEST FOR INSTRUCTIONS. At any time, Sunstone may request
Instructions from the Trust with respect to any matter arising in connection
with this Agreement. If such Instructions are not received within a reasonable
time, then Sunstone may seek advice from legal counsel for the Trust, or its own
legal counsel at the expense of the Trust, and it shall not be liable for any
action taken or not taken by it in good faith in accordance with such
Instructions or in accordance with advice of counsel.
7.04 RELIANCE ON INSTRUCTIONS. Sunstone shall not be liable for acting
upon any written Instructions reasonably believed by it to be genuine and to
have been signed or made by an Authorized Person or oral Instructions which the
individual receiving the instructions on behalf of Sunstone reasonably believes
to have been given by an Authorized Person.
ARTICLE VIII
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LIMITATION OF LIABILITY; INDEMNIFICATION
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8.01 LIMITATION OF LIABILITY. Notwithstanding anything contained in this
Agreement to the contrary, Sunstone shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust or the Funds in
connection with the matters to which this Agreement relates, except for a loss
resulting from Sunstone's willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Furthermore, Sunstone shall not be liable for
any action taken or omitted to be taken in accordance with instructions received
by it from an officer or representative of the Trust.
8.02 INDEMNIFICATION. The Trust agrees to indemnify and hold harmless
Sunstone, its employees, agents, officers, directors and
nominees from and against any and all claims, demands,
actions and suits, whether groundless or otherwise, and
from and against any and all judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character which may
be asserted against Sunstone or for which Sunstone may be held liable (a
"Claim") arising out of or in any way relating to any of the following:
(a) any action of Sunstone required to be taken, or omitted to be
taken, pursuant to the Agreement, unless a Claim resulted from Sunstone's
willful misfeasance, bad faith, negligence in the performance of its duties or
from reckless disregard by it of its obligations and duties hereunder;
(b) Sunstone's reliance on, or use of information, data, records and
documents received by Sunstone from the Trust, or any third party acting on
behalf of the Trust, in the performance of Sunstone's duties and obligations
hereunder;
(c) the reliance on, or the implementation of, any Instructions or
any other requests of the Trust on behalf of the applicable Fund;
(d) Sunstone's acting upon telephone instructions relating to the
exchange or redemption of Shares received by Sunstone in accordance with
procedures established by Sunstone and the Trust;
(e) the offer or sale of Shares in violation of any requirement under
the securities laws or regulations of any state that such Shares be registered
in such state or in violation of any stop order or determination or ruling by
any state with respect to the offer or sale of such Shares in such state; or
(f) the Trust's refusal or failure to comply with the terms of the
Agreement, or any Claim that arises out of the Trust's negligence or misconduct
or breach of any representation or warranty of the Trust made herein.
8.03 INDEMNIFICATION PROCEDURES. Sunstone will notify the Trust promptly
after identifying any situation which it believes presents or appears likely to
present a Claim for which the Trust may be required to indemnify or hold
Sunstone harmless hereunder. In such event, the Trust shall have the option to
defend Sunstone against any Claim, and, in the event that the Trust so elects,
such defense shall be conducted by counsel chosen by the Trust and approved by
Sunstone in its reasonable discretion. Sunstone shall not confess any Claim or
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make any compromise in any case in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. The obligations
of the parties under the Sections 8.02 and 8.03 shall survive the termination of
this Agreement.
8.04 FORCE XXXXXX. Sunstone assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its reasonable control. Sunstone will,
however, take all reasonable steps to minimize service interruptions for any
period that such interruption continues beyond Sunstone's control.
8.05 CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
Sunstone, its affiliates or any of its or their officers, directors, agents or
employees be liable to anyone, including, without limitation, the other party,
under any theory of tort, contract, strict liability or other legal or equitable
theory for lost profits, exemplary, punitive, special, indirect or consequential
damages for any act or failure to act under any provision of this Agreement
regardless of whether such damages were foreseeable and even if advised of the
possibility thereof.
8.06 ADDITIONAL LIMITATIONS AND EXCLUSIONS. Notwithstanding any other
provision of this Agreement, Sunstone shall have no duty or obligation under
this Agreement to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, including, but
not limited to the sale of any Shares without registration in reliance upon
certain institutional investor exemptions that may be available under state
securities laws, the sufficiency of the amount to be received therefor, or the
authority of the Trust, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares or of a purchase or
redemption of any Shares, the propriety of the amount to be paid therefor, or
the authority of the Trust, as the case may be, to request such transfer or
redemption;
(c) The legality of the declaration of any dividend by the Trust, or
the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
ARTICLE IX
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TERM AND TERMINATION
9.01 TERM. This Agreement shall remain in full force and effect until
December __, 200_, (the "Initial Term") and thereafter shall automatically
extend for additional, successive twelve (12) month terms unless earlier
terminated as provided below.
9.02 TERMINATION. Either party may terminate this Agreement at any time
after the Initial Term by giving the other party a written notice specifying the
date of such termination (the "Termination Date"), which shall be not less than
sixty (60) days after the date notice is deemed given in accordance with Section
13
10.01. In the event such notice is given by the Trust, it shall be accompanied
by a copy of a resolution of the Board of Trustees of the Trust, certified by
the Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating the successor transfer agent or transfer agents. In the event
such notice is given by Sunstone, the Trust shall on or before the Termination
Date, deliver to Sunstone a copy of a resolution of its Board of Trustees
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent or transfer agents. In the absence of such designation by the
Trust, the Trust shall be deemed to be its own transfer agent as of the
Termination Date and Sunstone shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses
incurred by Sunstone, but unpaid by the Trust upon such termination, shall be
immediately due and payable upon and notwithstanding such termination.
9.03 EFFECT OF TERMINATION. Upon the termination of the Agreement as
provided herein, Sunstone, upon the written request of the Trust, shall deliver
the records of the Trust to the Trust or its successor transfer agent in the
form maintained by Sunstone at the expense of the Trust. The Trust shall be
responsible to Sunstone for all out-of-pocket expenses and for the costs and
expenses associated with the preparation and delivery of such media, including,
but not limited to: (a) any custom programming requested by Trust in connection
with the preparation of such media and agreed upon by Sunstone; (b)
transportation of forms and other materials used in connection with the
processing of Trust transactions by Sunstone; and (c) transportation of records
and files in the possession of Sunstone. In addition, Sunstone shall be
entitled to such compensation as the parties may mutually agree for any services
requested by the Trust in connection with the termination of this Agreement or
the liquidation or merger of the Trust. Sunstone shall not reduce the level of
service provided to the Trust prior to termination following notice of
termination by the Trust.
ARTICLE X
---------
MISCELLANEOUS
10.01 NOTICES. Any notice required or permitted to be given by either
party to the other under this Agreement shall be in writing and shall be deemed
to have been given when sent by either an overnight delivery service or by
registered or certified mail, postage prepaid, return receipt requested, to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:
If to Sunstone: Sunstone Financial Group, Inc.
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
If to the Trust: Eagle Funds
000 Xxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxx 00000
Attention: President
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10.02 AMENDMENTS/ASSIGNMENTS.
A. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement.
B. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This Agreement
shall not be assignable by either party without the written consent of the other
party, except that Sunstone may assign this Agreement to an affiliate with
advance written notice to the Trust.
10.03 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Wisconsin, without regard
to its conflict of law provisions.
10.04 SEVERABILITY. If any part, term or provision of this Agreement
is determined by the courts or any regulatory authority having jurisdiction over
the issue 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.
10.05 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
10.06 NON-EXCLUSIVITY; OTHER AGREEMENTS. The services of Sunstone
hereunder are not deemed exclusive and Sunstone shall be free to render similar
and other services to others. Except as specifically provided herein, this
Agreement does not in any way affect any other agreements entered into among the
parties hereto and any actions taken or omitted by any party hereunder shall not
affect any rights or obligations of any other party hereunder.
10.07 CAPTIONS. The captions in the Agreement are included for
convenience of reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
10.08 TRUST LIMITATIONS. This Agreement is executed by the Trust with
respect to each of the Funds and the obligations hereunder are not binding upon
any of the trustees, officers or shareholders of the Trust individually but are
binding only upon the Fund to which such obligations pertain and the assets and
property of such Fund. All obligations of the Trust under this Agreement shall
apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be
liable for the obligations of another Fund. The Fund's Declaration of Trust is
on file with the Secretary of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
SUNSTONE FINANCIAL GROUP, INC. EAGLE FUNDS
By: ______________________________ By: ________________________________
(Signature) (Signature)
______________________________ ________________________________
(Name) (Name)
______________________________ ________________________________
(Title) (Title)
______________________________ ________________________________
(Date Signed) (Date Signed)
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SCHEDULE A
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
EAGLE FUNDS
AND
SUNSTONE FINANCIAL GROUP, INC.
NAME OF FUND(S)
The NASDAQ 100 Index Fund
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SCHEDULE B
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
EAGLE FUNDS
AND
SUNSTONE FINANCIAL GROUP, INC.
SERVICE SCHEDULE
SERVICES
* Set up and maintain shareholder accounts and records, including IRAs and
other retirement accounts
* Store account documents electronically
* Receive and respond to investor account inquiries by telephone, mail, or e-
mail, if desired
* Process purchase and redemption orders, transfers, and exchanges, including
automatic purchases and redemptions
* Process dividend payments by check, wire or ACH, or reinvest dividends
* Issue daily transaction confirmations and monthly or quarterly statements
* Mail prospectus, annual and semiannual reports, and other shareholder
communications to existing shareholders
* File IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders and/or
the IRS
* Handle load and multi-class processing, including rights of accumulation
and purchases by letters of intent
* Calculate 12b-1 plan fees
* Give dealers access through NSCC's Fund/SERV and Networking
* Provide standards to structure forms and applications for efficient
processing
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OPTIONAL SERVICES
The Fund may contract with Sunstone to provide one or more of the following
optional services. Additional fees apply.
* Personal follow-up calls to prospects who return incomplete applications
* Comprehensive clerical confirmation statements for maintenance transactions
* 0.XXX SERVICES, Sunstone's array of Internet services, including Adviser
Services, RIA/Broker Services, Shareholder Services, NAV Services and email
services.
* 4.PROMPT SERVICES, Sunstone's telephone and voice response unit delivering
several tiers of optional services.
* Average cost calculations and cost basis statements
* Shareholder "welcome" packages with initial confirmation
* Access to Sunstone's Tax and Retirement Group to answer questions and
coordinate retirement plan options
* Follow up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder letters
* Money market funds for short-term investment or exchanges
* Dedicated service representatives
* Weekend shareholder services
* Customized reorder form tracking
* Customized forms and applications
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SCHEDULE C
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
EAGLE FUNDS
AND
SUNSTONE FINANCIAL GROUP, INC.
FEE SCHEDULE
SERVICES
The following fees are charged for shareholder services:
BASE FEES
* Open account fee (per year)
* No load equity and non-daily accrual fixed income funds $8.50
* Additional for 12b-1 fee $0.75
* Additional for front-end load $1.50
* Additional for CDSC or back-end load $2.00
* Money market and daily accrual fixed income funds $11.00
* Additional for 12b-1 fee $0.75
* Additional for front-end load $1.50
* Additional for CDSC or back-end load $2.00
* Closed account fee (per year) $3.00
* Monthly base (per fund)
* One to three funds in fund family $1,500*
* 4 or more funds in fund family $1,000
* Add for multiclass (per class) 25%
* The monthly base fee will be discounted to $1,000 per month for the first 12
months following the fund's effective date.
ACCOUNT MAINTENANCE FEES (PER OCCURRENCE)
* New account set up $3.00
* Financial transactions $1.50
* Maintenance transactions $1.00
* Research/correspondence $2.50
* Transfer on death (XXX) set-up $7.50
* Fund/SERV
* Initial set-up per fund family $3,500
* Set-up fee per subsequent CUSIP $1,000
* New account set-up $1.00
* Per transaction - no load fund $0.25
* Per transaction - load fund $0.35
* Adjustments and rebills $2.50
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* Fund/SERV direct charges at cost
* Commission/SERV (per check) $0.25
* ACH/AIP/SWP/automatic exchanges
* Set-up $1.00
* Per transaction $0.25
* Withholding per eligible account per year $0.25
* Account transcripts older than 2 years
(may be charged to shareholders) $5.00
* Locating lost shareholders $8.00
* Postal clean up per account $3.00
* Tax ID number solicitation $2.50
SHAREHOLDER SERVICING FEES
* Telephone calls (per call) $2.50
* Annual maintenance per omnibus account $150
TAX AND RETIREMENT FEES
* Retirement accounts (XXX/Xxxx/others)
* Annual maintenance per account (may be
charged to shareholders) $12.50
* Account distribution (may be charged to shareholders) $12.50
* XXX transfer/rollover $7.50
DOCUMENT SERVICES
* Per statement, confirmation and check processing $0.25
* Per tax form processing $0.25
* Per label printing for proxy or marketing purposes $0.10
* Bulk mailings/insert handling charge
* 1 insert $0.06
* 2 - 3 inserts $0.08
* 4 or more inserts as quoted
* Production of ad hoc reports starting at $100
FORMS AND APPLICATIONS
* Standard applications and forms in electronic format no charge
* Customized forms as quoted
SUNSTONE 4.NETSM SERVICES
* Sunstone 4.netSM Shareholder Services
* Set up fee (per fund family) $7,500
* Monthly maintenance
* Less than 5,000 total shareholder accounts $250
* 5,000 to 25,000 total shareholder accounts $350
* 25,001 to 50,000 total shareholder accounts $500
* over 50,000 total shareholder accounts $750
REPROCESSINGS DUE TO NAV ERRORS
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This charge applies when shareholder transactions are required to be reprocessed
as a result of NAV errors caused by the adviser or fund accountant unaffiliated
with Sunstone. This charge is not a fund expense and is billed to the adviser.
* Base fee (per occurrence, per day, per fund) $750
* Transaction fee $1.00
FUND/SERV ACCESS
* Use of Sunstone Fund/SERV membership (per fund/per year)
* First three funds in fund family $2,000
* 4 or more funds $1,000
CUSTOM PROGRAMMING
Additional fees at $150 per hour or quoted by project may apply for special
programming to meet your servicing requirements or to create custom reports.
OUT-OF-POCKET EXPENSES
DOCUMENT CHARGES
* Copying charges (per page) $0.15
* Facsimile charges (per fax) $1.25
* Inventory and records storage $20.00/pallet
SUPPLIES AND SERVICES
* Statement paper, check stock, envelopes, tax forms at cost
* Postage and express delivery charges at cost
* Tape/disk storage at cost
* Telephone and long distance at cost
* P.O. box rental at cost
* Toll-free number at cost
BANK CHARGES
* Bank account service fees and any other bank charges at cost
* Outgoing wire fee varies by bank
* Non-sufficient funds varies by bank
* Stopped check on money market funds $25.00
PREMIUM SERVICES
Certain premium services may be purchased on an as-needed basis. Fees for
premium services will be based on Sunstone's current rate at the time services
are purchased.
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