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Exhibit (8)(b)
AMENDED AND RESTATED TRANSFER AGENCY
AND SERVICE AGREEMENT
BETWEEN
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
AND
LUTHERAN BROTHERHOOD SECURITIES CORP.
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TABLE OF CONTENTS
Article 1 Terms of Appointment; Duties of LBSC
Article 2 Fees and Expenses
Article 3 Representations and Warranties of LBSC
Article 4 Representations and Warranties of the Trust
Article 5 Indemnification
Article 6 Covenants of the Trust and LBSC
Article 7 Duration and Termination of Agreement
Article 8 Assignment
Article 9 Amendment
Article 10 Minnesota Law to Apply
Article 11 Merger of Agreement
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AMENDED AND RESTATED TRANSFER AGENCY
AND SERVICE AGREEMENT
AGREEMENT made as of the 31st day of October, 1997, by and between The Lutheran
Brotherhood Family of Funds, a Delaware Business Trust,having its principal
place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the
"Trust"), and Lutheran BrotherhoodSecurities Corp., a Pennsylvania corporation
having its principal place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000 ("LBSC").
WHEREAS, LBSC is engaged in the business of rendering transfer agency services
to open-end management investment companies and is registered as a transfer
agent under the Securities Exchange Act of 1934, as amended: and
WHEREAS, the Trust engages in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust presently offers shares in eight series, such series being
Lutheran Brotherhood Opportunity Growth Fund; Lutheran Brotherhood Mid Cap
Growth Fund; Lutheran Brotherhood World Growth Fund; Lutheran Brotherhood Fund;
Lutheran Brotherhood High Yield Fund; Lutheran Brotherhood Income Fund; Lutheran
Brotherhood Municipal Bond Fund; Lutheran Brotherhood Money Market Fund,
together with all other series subsequently established by the Trust with
respect to which LBSC renders transfer agency services pursuant to the terms of
this agreement, being herein collectively referred to as the "Funds" and
individually as a "Fund"; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest of each
Fund in separate classes with each such class of shares representing interests
in the same portfolio of securities and other assets; and
WHEREAS, the Trust has established a multiple class structure effective as of
the date hereof pursuant to which the Trust presently offers three classes of
shares in each of the Funds, such classes of shares consisting of Class A, Class
B, and Institutional Class shares, being herein collectively referred to as the
"Classes" and individually referred to as a "Class"; and
WHEREAS, the Trust and LBSC are parties to that certain Transfer Agency and
Service Agreement dated as of November 1, 1993 (the "Original Agreement"); and
WHEREAS, the Trust and LBSC desire to amend and restate the Original Agreement
to, among other things, reflect the establishment of the Classes; and
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WHEREAS, the Trust desires to appoint LBSC as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and LBSC
desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows.
ARTICLE 1 TERMS OF APPOINTMENT;
DUTIES OF LBSC
1.01 Subject to the terms and conditions set forth in this Agreement, the Trust
hereby employs and appoints LBSC to act as, and LBSC agrees to act as its
transfer agent for the Funds' authorized and issued shares of each Class of
their common stock, $.001 par value, ("Shares"), dividend disbursing agent and
agent in connection with any accumulation, open account or similar plans
provided to the shareholders of the Funds ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("Prospectus") of the Funds, including without limitation any periodic
investment plan or periodic redemption program.
1.02 LBSC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by agreement
between the Trust and LBSC, LBSC shall:
(i) Receive for acceptance orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation thereof to the Custodian of the
Funds authorized pursuant to the Master Trust Agreement of the Trust (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number and Class of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation thereto to the Custodian;
(iv) At the appropriate time as and when it receives moneys paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid over in
the appropriate manner such moneys as instructed by the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions;
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(vi) Prepare and transmit payments of dividends and distributions declared by
the Funds;
(vii) Maintain records of accounts for and advise the Funds and their
Shareholders as to the foregoing; and
(viii) Record the issuance of Shares of the Funds and maintain pursuant to SEC
Rule 17Ad-10(e), under the Securities Exchange Actof 1934, a record of the total
number of Shares of each Class of the Funds which are authorized, based upon
data provided to it by the Trust, issued and outstanding. LBSC shall also
provide the Trust on a regular basis with the total number of Shares of each
Class which are authorized and issued and outstanding and 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 issuance or sale
of such Shares, which functions shall be the sole responsibility of the Trust.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), LBSC shall:
(i) perform all of the customary 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 or periodic redemption program), including but not limited
to:maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing Shareholder reports
and Prospectuses to current Shareholders, withholding taxes on accounts when
appropriate, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmation
forms and statements of accounts to Shareholders for all purchases and
redemption of Shares and other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders, and providing
Shareholder account information and (ii) provide a system which will enable the
Funds to monitor the total number of Shares of each Class of each Fund sold in
each state. The Trust shall (i) identify to LBSC in writing those transactions
and assets to be treated as exempt from blue sky reporting in each state and
(ii) verify the establishment of transactions for each state on the system prior
to activation and thereafter monitor the daily activity for each state. The
responsibility of LBSC for the Trust's blue sky state registration status is
solely limited to the initial establishment of transactions subject to blue sky
compliance by the Trust and the reporting of such transactions to the Trust as
provided above. Procedures applicable to certain of these services may be
established from time to time by agreement between the Trust and LBSC.
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ARTICLE 2 FEES AND EXPENSES
2.01 For performance by LBSC pursuant to this Agreement, the Trust agrees to
pay LBSC annual maintenance fees for each Shareholder account of each Class of
the Funds as agreed to by the Trust and LBSC. Such fees and out-of-pocket
expenses and advances identified under Section 2.02 below may be changed from
time to time subject to mutual agreement between the Trust and LBSC.
2.02 In addition to the fees paid under Section 2.01 above, the Trust agrees to
reimburse LBSC for out-of-pocket expenses or advances incurred by LBSC for the
items set out in the fee schedule attached hereto. In addition, any other
expenses incurred by LBSC at the request or with the consent of the Trust, will
be reimbursed by the Trust. In no event will LBSC be reimbursed for such
out-of-pocket expenses for any items for which LBSC, Lutheran Brotherhood,
Lutheran Brotherhood Research Corp., or any other entity would be reimbursed by
the Trust under any other agreement, contract or reimbursement arrangement.
2.03 The Trust agrees to pay all fees and reimbursable expenses within five (5)
days following the receipt of the respective billing notice by the Trust.
Postage for mailing of dividends, proxy materials, Trust and Fund reports,
Prospectuses and other mailings to all Shareholder accounts shall be advanced to
LBSC at least seven (7) days prior to the mailing of such materials.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LBSC
LBSC represents and warrants to the Trust that:
3.01 It is a corporation duly organized and existing and in good standing under
the laws of the State of Pennsylvania.
3.02 It is duly qualified to carry on its business in the State of Minnesota.
3.03 It is empowered under the applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust warrants and represents to LBSC that:
4.01 It is a Delaware Business Trust duly organized and existing under the laws
of the State of Delaware.
4.02 It is empowered under applicable laws and by its Master Trust Agreement
and Bylaws to enter into and perform this Agreement.
4.03 All necessary proceedings required by said Master Trust Agreement and
Bylaws have been taken to authorize it to enter into this Agreement.
4.04 It is an open-end and diversified management investment company under the
Investment Company Act of 1940.
4.05 A registration under the Securities Act of 1933 is currently effective and
will remain effective, and appropriate state securities law filings have been
made and will continue to be made, with respect to all Shares of all Classes of
the Funds being offered for sale.
ARTICLE 5 INDEMNIFICATION
5.01 Provided that LBSC has, at all relevant times acted in good faith and
without negligence or willful misconduct, LBSC shall not be responsible for, and
the Trust shall indemnify and hold LBSC harmless from and against, any and all
losses, damages, costs, charges, attorney fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of LBSC or its agents or subcontractors required to be taken
pursuant to this Agreement.
(b) The Trust's refusal or failure to comply with the terms of this Agreement,
or which arises out of the Trust's lack of good faith, negligence, or willful
misconduct or which arises out of the breach any representation or warranty of
the Trust hereunder.
(c) The reliance on or the use by LBSC or its agents or subcontractors of
information, records or documents which
(i) are received by LBSC or its agents or subcontractors and furnished to it by
or on behalf of the Trust, and
(ii) have been prepared and/or maintained by the Trust or any other person or
firm on behalf of the Trust.
(d) The reliance on, or the carrying out by LBSC or its agents or subcontractors
of any instructions or requests by the Trust.
(e) The offer or sale of Shares unknown by LBSC to be in violation of any
requirement
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under 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, provided that LBSC has not knowingly violated or knowingly participated
in the violation of state and/or federal securities laws or regulations relative
to the offer and sale of such Shares.
5.02 In all instances in which LBSC shall seek indemnification under the
provisions of Section 5.01 for its actions or for its reliance on actions of the
Trust, all such actions must have been taken in good faith and without
negligence or willful misconduct and all such reliance must have been
reasonable.
5.03 LBSC shall indemnify and hold the Trust harmless from and against any and
all losses, damages, costs, charges, attorney fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission to
act by LBSC as a result of LBSC's lack of good faith, negligence or willful
misconduct.
5.04 At any time LBSC may apply to any officer of the Trust for instructions,
and may consult with legal counsel with respect to any matter arising in
connection with the services to be performed by LBSC under this Agreement, and
LBSC and its agents or subcontractors shall not be liable and shall be
indemnified by the Trust for any actions taken or omitted by it in reliance upon
such instructions or upon the opinion of such counsel. LBSC, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Trust, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to LBSC or its
agents or subcontractors by machine readable input, telex, facsimile
transmission, CRT data entry or other similar means authorized by the Trust, and
shall not be held to have received notice of any change of authority of any
person, until receipt of written notice thereof from the Trust. LBSC, its agents
and subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Trust, and proper countersignatures
of any formal transfer agent or registrar, or of any co-transfer agent or
co-registrar.
5.05 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, 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.
5.06 In order that the indemnification provisions contained in this Article 5
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 defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other
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party's written consent.
ARTICLE 6 COVENANTS OF THE TRUST AND LBSC
6.01 The Trust shall promptly furnish to LBSC the following:
(a) A certified copy of the resolution of the Board of Trustees of the Trust
authorizing the appointment of LBSC and the execution and delivery of this
Agreement.
(b) A copy of the Master Trust Agreement and Bylaws of the Trust and all
amendments thereto.
6.02 LBSC hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Trust for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for account keeping of, such certificates, forms and
devices.
6.03 LBSC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, LBSC agrees that all such records prepared or maintained
by LBSC relating to the services to be performed by LBSC hereunder are the
property of the Trust and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Trust on and in accordance with its request.
6.04 LBSC and the Trust 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 voluntarily be disclosed to any other person, except
as may be required by law.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Funds, LBSC will endeavor to notify the Trust and to secure
instructions from an authorized officer of the Trust as to such inspection. LBSC
reserves the right, however, to exhibit the Shareholder records to any person
when it is advised by its counsel that it may be held liable for the failure to
exhibit the Shareholder records to such person.
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ARTICLE 7 DURATION AND TERMINATION OF AGREEMENT
7.01 This Agreement shall become effective as of the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect for two years from the date hereof. Subsequent to such initial period of
effectiveness, this Agreement shall continue in full force and effect for
periods of one year thereafter so long as such continuance is approved at least
annually (a) by vote of a majority of the Trustees of the Trust and (b) by the
vote of a majority of the Trustees of the Trust who are not parties to this
agreement or "interested persons" (as defined by the Investment Company Act of
1940, as amended) of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
7.02 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
7.03 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and materials will be borne by
the Trust. Additionally, LBSC reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees.
ARTICLE 8 ASSIGNMENT
8.01 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
ARTICLE 9 AMENDMENT
9.01 This Agreement may be amended or modified only by a written agreement
executed by both parties and authorized or approved by a resolution of the
majority of the Trustees of the Trust and the majority of the Trustees of the
Trust who are not parties to this agreement or "interested persons" (as defined
by the Investment Company Act of 1940, as amended) of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
ARTICLE 10 MINNESOTA LAW TO APPLY
10.01 This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Minnesota.
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ARTICLE 11 MERGER OF AGREEMENT
11.01 This Agreement constitutes the entire agreement of the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof whether
oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly
authorized officers, as of the day and year first written above.
THE LUTHERAN BROTHERHOOD LUTHERAN BROTHERHOOD
FAMILY OF FUNDS SECURITIES CORP.
By: By:
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Xxxx X. Xxxxxxxx, President Xxxxxxx X. Xxxxxxxxx, President
ATTEST: ATTEST:
By: By:
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Xxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, Secretary
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