EXHIBIT 99.B(9)(a)
EXISTING TRANSFER AGENT SERVICES AGREEMENT
AND
AMENDMENT TO TRANSFER AGENT SERVICES AGREEMENT
TRANSFER AGENT SERVICES AGREEMENT
=================================
This Agreement, dated as of the 30th day of November, 1993, made by and
between CT&T Funds, a Delaware Business Trust (the "Trust") operating as a
registered investment company under the Investment Company Act of 1940, as
amended, and duly organized and existing under the laws of the State of Delaware
and Fund/Plan Services, Inc. ("Fund/Plan"), a corporation duly organized and
existing under the laws of the State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue separate
series of shares representing interests in separate investment portfolios (the
"Series"), which Series are identified on Schedule "C" attached hereto and which
Schedule "C" may be amended from time to time by mutual agreement of the Trust
and Fund/Plan; and
WHEREAS, the Trust desires to retain Fund/Plan to perform share transfer
agency, redemption and dividend disbursing services as set forth in this
Agreement and in Schedule "A" attached hereto, and to perform certain other
functions in connection with these duties; and
WHEREAS, Fund/Plan is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform such
functions upon the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
Share Certificates shall mean the certificates representing shares of stock
of the Series.
Shareholders shall mean the registered owners of the Shares of the Series
in accordance with the share registry records maintained by Fund/Plan for the
Trust.
Shares shall mean the issued and outstanding shares of the Series.
Signature Guarantee shall mean that signatures will be guaranteed by an
"eligible guarantor institution" as defined in rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. Eligible guarantor institutions include
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be members of a clearing
corporation or maintain net capital of at least $100,000. Signature guarantees
will be accepted from any eligible guarantor institution which participates in a
signature guarantee program.
Oral Instruction shall mean an authorization, instruction, approval, item
or set of data, or information of any kind transmitted to Fund/Plan in person or
by telephone, telegram, telecopy or other mechanical or documentary means
lacking original signature, by a person or persons reasonably identified to
Fund/Plan to be a person or persons authorized by a resolution of the Board of
Trustees of the Trust, to give Oral Instructions to Fund/Plan.
Written Instruction shall mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to Fund/Plan in an
original writing containing an original signature or a copy of such document
transmitted by telecopy including transmission of such signature reasonably
identified to Fund/Plan to be the signature of a person authorized by a
resolution of the Board of Trustees of the Trust to give Written Instructions to
Fund/Plan.
TRANSFER AGENCY SERVICES
Section 2. The Trust shall furnish to Fund/Plan as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of Fund/Plan. Such blank Share Certificates shall
be signed manually or by facsimile signatures of officers of the Trust
authorized by law or the by-laws of the Trust to sign Share Certificates and, if
required, shall bear the seal of the Trust, or a facsimile thereof.
Section 3. Fund/Plan as Transfer Agent, shall make original issues of
Shares in accordance with Section 14 and 15 below and with the Trust's
Prospectus and Statement of Additional Information upon the written request of
the Trust, and upon being furnished with (i) a certified copy of a resolution or
resolutions of the Board of Trustees of the Trust authorizing such issue; (ii)
an opinion of counsel as to the validity of such additional Shares; and (iii)
necessary funds for the payment of any original issue tax applicable to such
additional Shares.
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by Fund/Plan upon surrender of outstanding Share
Certificates, (i) in the form deemed by Fund/Plan to be properly endorsed for
transfer, (ii) with all necessary endorser's signatures guaranteed pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, accompanied
by, (iii) such assurances as Fund/Plan shall deem necessary or appropriate to
evidence the genuineness and effectiveness of each necessary endorsement, and
(iv) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes.
Section 5. When mail is used for delivery of Share Certificates, Fund/Plan
shall forward Share Certificates in "non-negotiable" form by first-class mail,
and Share Certificates in "negotiable" form by registered mail, all mail
deliveries to be covered while in transit to the addressee by insurance to be
arranged by Fund/Plan.
Section 6. In registering transfers, Fund/Plan as Transfer Agent may rely
upon the Uniform Commercial Code or any other statutes which, in the written
opinion (a copy of which shall previously have been furnished to the Trust) of
counsel, protect Fund/Plan and the Trust in not requiring complete
documentation, in registering transfer without inquiry into adverse claims, in
delaying registration for purposes of such inquiry, or in refusing registration
where in its judgment an adverse claim requires such refusal.
Section 7. Fund/Plan as Transfer Agent may issue new Share Certificates in
place of Share Certificates represented to have been lost, destroyed or stolen,
upon receiving indemnity satisfactory to Fund/Plan and may issue new Share
Certificates in exchange for and upon surrender of mutilated Share Certificates.
Section 8. In case any officer of the Trust who shall have signed manually
or whose facsimile signature shall have been affixed to blank Share Certificates
shall die, resign or be removed prior to the issuance of such Share
Certificates, Fund/Plan as Transfer Agent may issue or register such Share
Certificates as the Share Certificates of the Series notwithstanding such death,
resignation or removal; and the Trust shall file promptly with Fund/Plan such
approval, adoption or ratification as may be required by law.
Section 9. With respect to confirmed trades received by Fund/Plan as
Transfer Agent for the Series, Fund/Plan shall periodically notify the Trust of
the current status of outstanding confirmed trades. Fund/Plan is authorized to
cancel confirmed trades which have been outstanding for thirty (30) days. Upon
such cancellation, the Transfer Agent shall instruct the Accounting Agent to
adjust the books of the Trust accordingly.
Section 10. Fund/Plan will maintain stock registry records in the usual
form in which it will note the issuance, transfer and redemption of Shares and
the issuance and transfer of Share Certificates. Fund/Plan is responsible to
provide reports of Share purchases, redemptions, and total Shares outstanding on
the next business day after each net asset valuation. Fund/Plan is authorized to
keep records, which will be part of the stock transfer records, in which it will
note the names and registered address of Shareholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.
Section 11. Fund/Plan will issue Share Certificates for Shares of the
Series, only upon receipt of a written request from a Shareholder. In all other
cases, the Trust authorizes Fund/Plan to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Fund/Plan as Transfer Agent, shall merely note on its Shareholder
registration records the issuance of the Shares and fractions (if any) and shall
credit the proper number of Shares and fractions to the respective Shareholders'
accounts. Likewise, whenever Fund/Plan has occasion to surrender for redemption
Shares and fractions owned by Shareholders, it shall be unnecessary to issue
Share Certificates for redemption purposes. The Trust authorizes Fund/Plan in
such cases to process the transactions by appropriate entries in its Share
transfer records, and records of issued Shares outstanding.
Section 12. Fund/Plan in its capacity as Transfer Agent will, in addition
to the duties and functions above-mentioned, perform the usual duties and
functions of a Stock Transfer Agent for a corporation as listed in Schedule "A".
It will countersign for issuance or reissuance Share Certificates representing
original issue or reissued Shares as directed by the Written Instructions of the
Trust and will transfer Share Certificates registered in the name of
Shareholders from one Shareholder to another in the usual manner. Fund/Plan may
rely conclusively and act without further investigation upon any list,
instruction, certification, authorization, Share Certificate or other instrument
or paper believed by it in good faith to be genuine and unaltered, and to have
been signed, countersigned, or executed by duly authorized person or persons, or
upon the instructions of any officer of the Trust, or upon the advice of counsel
for the Trust or for Fund/Plan. Fund/Plan may record any transfer of Share
Certificates which is reasonably believed by it to have been duly authorized or
may refuse to record any transfer of Share Certificates if in good faith
Fund/Plan in its capacity as Transfer Agent deems such refusal necessary in
order to avoid any liability either to the Trust or Fund/Plan. The Trust agrees
to indemnify and hold harmless Fund/Plan from and against any and all losses,
costs, claims, and liability which it may suffer or incur by reason of so
relying or acting or refusing to act. Fund/Plan shall maintain and reconcile
all operating bank accounts necessary to facilitate all transfer agency
processes; including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
Section 13. In case of any request or demand for the inspection of the
Share records of the Series, Fund/Plan as Transfer Agent shall endeavor to
notify the Trust and to secure instructions as to permitting or refusing such
inspection. Fund/Plan may, however, exhibit such records to any person in any
case where it is advised by its counsel that it may be held liable for failure
to do so.
ISSUANCE OF SHARES
Section 14. Prior to the daily determination of net asset value in
accordance with the Series' Prospectus and Statement of Additional Information,
Fund/Plan shall process all purchase orders received since the last
determination of the Series' net asset value.
Fund/Plan shall calculate daily the amount available for investment in
Shares at the net asset value determined by the Series' pricing agent as of the
close of regular trading on the New York Stock Exchange, the number of Shares
and fractional Shares to be purchased and the net asset value to be deposited
with the Custodian. Fund/Plan as agent for the Shareholders shall place a
purchase order daily with the appropriate Series for the proper number of Shares
and fractional Shares to be purchased and confirm such number to the Trust, in
writing.
Section 15. Fund/Plan having made the calculations provided for in
Section 14, shall thereupon pay over the net asset value of Shares purchased to
the Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Shareholder Registration Records.
The Shares and fractional Shares purchased for each Shareholder will be credited
by Fund/Plan to that Shareholder's separate account. Fund/Plan shall mail to
each Shareholder a confirmation of each purchase, with copies to the Trust, if
requested. Such confirmations will show the prior Share balance, the new Share
balance, the Shares for which Stock Certificates are outstanding (if any), the
amount invested and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 16. Fund/Plan shall, prior to the daily determination of net
asset value in accordance with the Series' Prospectus and Statement of
Additional Information, process all requests from Shareholders to redeem Shares
and determine the number of Shares required to be redeemed to make monthly
payments, automatic payments or the like. Thereupon, Fund/Plan shall advise the
Trust of the total number of Shares available for redemption and the number of
Shares and fractional Shares requested to be redeemed. Fund/Plan as Pricing
Agent shall then determine the applicable net asset value, whereupon Fund/Plan
shall furnish the Trust with an appropriate confirmation of the redemption and
process the redemption by filing with the Custodian an appropriate statement and
make the proper distribution and application of the redemption proceeds in
accordance with the Series' Prospectus and Statement of Additional Information.
The stock registry books recording outstanding Shares, the Shareholder
Registration Records and the individual account of the Shareholder shall be
properly debited.
Section 17. The proceeds of redemption shall be remitted by Fund/Plan
in accordance with the Series' Prospectus and Statement of Additional
Information, by check mailed to the Shareholder at the Shareholder's registered
address or wired to an authorized bank account. If Share Certificates have been
issued for Shares being redeemed, then such Share Certificates and a stock power
with a Signature Guarantee pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934 (as defined in Section 1 of this Agreement), shall
accompany the redemption request.
For the purposes of redemption of Shares which have been purchased within
15 days of a redemption request, the Trust shall provide Fund/Plan, from time to
time, with Written Instructions concerning the time within which such requests
may be honored.
DIVIDENDS
Section 18. The Trust shall notify Fund/Plan of the date of each
dividend declaration or capital gains distribution and the record date for
determining the Shareholders entitled to payment. The per share payment amount
of any dividend or capital gain shall be determined by the Trust after receipt
of necessary information from and consultation with Fund/Plan.
Section 19. On or before each payment date, the Trust will notify
Fund/Plan in its capacity as Dividend Disbursing Agent of the total amount of
the dividend or distribution currently payable. Fund/Plan will, on the
designated payment date, automatically reinvest all dividends in additional
Shares except in cases where Shareholders have elected to receive distribution
in cash, in which case Fund/Plan will mail distribution checks to the
Shareholders for the proper amounts payable to them from monies transferred by
the Custodian to Fund/Plan for that purpose.
FEES
Section 20. The Trust agrees to pay Fund/Plan compensation for its
services and to reimburse it for expenses, at the rates and amounts as set forth
in Schedule "B" attached hereto, and as shall be set forth in any amendments to
such Schedule "B" approved by the Trust and Fund/Plan. The Trust agrees and
understands that Fund/Plan's compensation be comprised of two components:
(i) An annual Shareholder account maintenance fee calculated by
multiplying the monthly average number of accounts in each Series by one twelfth
(1/12th) the per account fee as stated in Schedule "B", subject to a minimum fee
per Series, which fee the Trust hereby authorizes Fund/Plan to collect by
debiting the Trust's custody account for invoices which are rendered for such
services performed. The invoices for the services performed will be sent to the
Trust after such debiting with the indication that payment has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by Fund/Plan on
behalf of the Trust which out-of-pocket expenses will be billed to the Trust
within the first ten calendar days of the month following the month in which
such out-of-pocket expenses were incurred. The Trust agrees to reimburse
Fund/Plan for such expenses within ten calendar days of receipt of such xxxx.
GENERAL PROVISIONS
Section 21. Fund/Plan shall maintain records (which may be part of
the stock transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend reinvestments, in which
will be noted the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Fund/Plan agrees to make available upon request and to preserve
for the periods prescribed in Rule 31a-2 under the Investment Company Act of
1940, as amended, any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under the Act.
Section 22. In addition to the services as Transfer Agent and
Dividend Disbursing Agent as above set forth, Fund/Plan will perform other
services for the Trust as agreed upon from time to time, including but not
limited to, preparation of and mailing Federal Tax Information Forms, mailing
semi-annual reports of the Trust, preparation of one annual list of
Shareholders, and mailing notices of Shareholders' meetings, proxies and proxy
statements.
Section 23. Nothing contained in this Agreement is intended to or shall
require Fund/Plan in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange are closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which both the New York Stock Exchange and the
Custodian are open.
Section 24.
(a) Fund/Plan, its directors, officers, employees, shareholders and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust, in connection with the performance of this
Agreement, except a loss resulting from willful misfeasance, bad faith,
negligence or reckless disregard on the part of Fund/Plan in the performance of
its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee, or agent of the Trust, shall be deemed, when rendering services to
such entity or acting on any business of the Trust, (other than services or
business in connection with Fund/Plan's duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee, shareholder or agent of, or one under the control or direction of
Fund/Plan even though that person is being paid salary by Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of (i) any action taken or
omitted to be taken by Fund/Plan in good faith hereunder; (ii) any action taken
or omitted to be taken by Fund/Plan in good faith in reliance upon any
certificate, instrument, order, or stock certificate or other document
reasonably believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the Oral Instructions or Written
Instructions of an authorized person of the Trust or upon the opinion of legal
counsel to the Trust, or its own counsel; or (iii) any action taken or omitted
to be taken by Fund/Plan in connection with its appointment under this
agreement, which action or omission was taken in good faith in reliance upon any
law, act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended, or repealed. Indemnification
under this subparagraph, however, shall not apply to actions or omissions of
Fund/Plan or its directors, officers, employees, shareholders, or agents in
cases of its or their own negligence, willful misconduct, bad faith, or reckless
disregard of its or their own duties hereunder.
(d) Fund/Plan shall give written notice to the Trust within ten (10)
business days of receipt by Fund/Plan of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising under this Section or otherwise, except to the extent
that failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this indemnification, the
Trust shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it gives
written notice to Fund/Plan within ten (10) business days of receiving notice of
such claim. Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own choosing. In the event
the Trust chooses to defend or prosecute such claim, the parties shall cooperate
in the defense or prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
(f) The Trust shall not settle any claim without Fund/Plan's express
written consent which consent shall not be unreasonably withheld. Fund/Plan
shall not settle any claim without the Trust's express written consent which
likewise shall not be unreasonably withheld.
Section 25. Fund/Plan is authorized, upon receipt of Written Instructions
from the Trust to make payment upon redemption of Shares without a signature
guarantee. The Trust hereby agrees to indemnify and hold Fund/Plan, its
successors and assigns, harmless of and from any and all expenses, damages,
claims, suits, liabilities, actions, demands, losses whatsoever arising out of
or in connection with a payment by Fund/Plan upon redemption of Shares pursuant
to Written Instructions and without a signature guarantee; upon the request of
Fund/Plan, the Trust shall assume the entire defense of any action, suit or
claim subject to the foregoing indemnity. Fund/Plan shall notify the Trust of
any such action, suit or claim within thirty (30) days after receipt by
Fund/Plan of notice thereof.
Section 26.
(a) The term of this Agreement shall be for a period of three (3)
years, commencing on the date hereof and shall continue in force from year to
year thereafter, but only so long as such continuance is approved annually, (1)
by Fund/Plan, and (2) by vote of a majority of the Trust's Board of Trustees.
(b) The fee schedule as set forth in Schedule "B" will be fixed for a
one (1) year period from the date of the Agreement. After the one (1) year
period, the fee schedule will be subject to annual review and adjustment.
(c) The Trust or Fund/Plan may give written notice to the other of
the termination of this Agreement, such termination to take effect at the time
specified in the notice, not less than one hundred eighty (180) days after the
giving of the notice. Upon the effective termination date, the Trust shall pay
to Fund/Plan such compensation as may be due as of the date of termination and
shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) In the event that in connection with termination of this
Agreement a successor to any of Fund/Plan's duties or responsibilities under
this Agreement is designated by the Trust by written notice to Fund/Plan,
Fund/Plan shall, promptly upon such termination and at the expense of the Trust,
transfer all Shareholder records and shall cooperate in the transfer of such
duties and responsibilities.
Section 27. The Trust shall file with Fund/Plan a certified copy of each
resolution of its Board of Trustees authorizing the execution of Written
Instructions or the transmittal of Oral Instructions, as provided in Section 1
of this Agreement.
Section 28. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and Fund/Plan.
Section 29. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person or sent by first
class mail, postage prepaid, to the respective parties as follows:
If to CT&T Funds: If to Fund/Plan:
----------------- ----------------
CT&T Funds Fund/Plan Services, Inc.
000 Xxxxx Xxxxx Xxxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxx, XX 00000-0000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx Attention: Xxxxxxx X. Xxxxx,
President President
Section 30. The Trust represents and warrants to Fund/Plan that the
execution and delivery of this Shareholder Services Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of the
Board of Trustees of the Trust.
Section 31. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 32. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Fund/Plan or by Fund/Plan without the written consent of the Trust,
authorized or approved by a resolution of their respective Boards of Directors.
Section 33. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Xxxxxxxxxx County, Commonwealth of Pennsylvania.
Section 34. No provision of this Agreement may be amended or modified, in
any manner except in writing, properly authorized and executed by Fund/Plan and
the Trust.
Section 35. If any part, term or provision of this Agreement is held
by any court 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting in its entirety, of twelve type written pages, together with
Schedules "A" , "B" and "C", to be signed by their duly authorized officers and
their corporate seals hereunto duly affixed and attested, as of the day and year
first above written.
CT&T Funds Fund/Plan Services, Inc.
---------- ------------------------
____________________________________ ____________________________________
By: Xxxxxx X. Xxxx, President By: Xxxxxxx X. Xxxxx, President
____________________________________ ____________________________________
Attest: Xxxxxx X. Xxxxx, Secretary Attest: Xxxxx X. Xxxxx, Secretary
(SEAL) (SEAL)
AMENDMENT TO TRANSFER AGENT SERVICES AGREEMENT
----------------------------------------------
This AGREEMENT, dated as of the 21st day of December, 1995 made by and
between CT&T FUNDS, a Delaware business trust (the "Trust") operating as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, duly organized and existing under the laws of the State
of Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and Fund/Plan originally entered into an agreement dated
November 30, 1993, as amended on June 16, 1994 and on March 15, 1995 wherein
Fund/Plan agreed to provide mutual fund transfer agency and related services to
the Trust (the "Transfer Agent Services Agreement"); and
WHEREAS, the Parties wish to amend the Transfer Agent Services Agreement to
reflect the following change:
* The names of certain Series of the Trust have been changed, as set
forth on the attached amended Schedule "C".
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedule "C", to be signed by
their duly authorized officers and their corporate seals hereunto duly affixed
and attested, as of the day and year first above written.
CT&T FUNDS FUND/PLAN SERVICES, INC.
---------- ------------------------
____________________________________ ____________________________________
By: Xxxxxx X. Xxxx, President By: Xxxxxxx X. Xxxxx, President
____________________________________ ____________________________________
Attest: Xxxxxxx X. Xxxxxxxx, Attest: Xxxxx X. Xxxxx, Secretary
Vice President
SCHEDULE "A"
============
TRANSFER AGENCY SERVICES
FOR
CT&T FUNDS
--------------------------------------------------------------------------------
. Establishing new accounts and entering demographic data into shareholder
base.
. Responding to shareholder calls and written inquiries.
. A Real-time Customer Information File (CIF) to link accounts within the
Fund and across Funds. Facilitates account maintenance, lead tracking,
quality control, household mailings and combined statements.
. 100% same-day Quality Control of new accounts.
. Processing all investments to include:
- initial investments
- subsequent investments through lock box computer interface
- pre-authorized investments through ACH
- government allotments through ACH
- wire trades
. Establishing and maintaining Rights of Accumulation and Letters of Intent
with escrow handling as needed.
. Processing tax ID certifications, NRA processing and back-up withholding.
. Processing regular and legal transfers.
. Exchange processing via automated exchange system.
. Processing reinvestment of dividends from one fund into another fund.
. Sweep purchases and redemptions for brokerage, bank, or other accounts via
tape or transmission.
. Generating trade confirmations with copies to dealers, representatives
and funds.
. Redemption processing to include:
- full and partial redemptions
- check writing redemptions
- selected group redemptions
- wire trade redemptions.
. Interface to Fund/SERV System.
. Maintain dealer file by fund group to include dealer, branch,
representative number and name.
. Commission processing with up to four commission tables.
. Issuing, canceling and replacement of certificates through surety bonds.
. Maintain Blue Sky reporting and produce daily and monthly reports. Daily
reports reflect a "warning system" that informs the Fund when it is within
a certain percentage of shares registered in a state, or within a certain
time period for permit renewal.
. Producing daily, monthly or periodic reports of shareholder activity,
shareholder lists, labels, etc.
. Ad Hoc reports as desired by fund management.
. Addressing, mailing, and tabulation of annual proxy cards, as necessary.
. Preparation of federal tax information forms to include 1099-DIV's,
1099-B's, 1042's, etc. with tape to the Internal Revenue Service.
. Microfilming and indexing in PC system pertinent shareholder documents
to provide automated location.
. System access by PC dial-up or by dedicated line.
. Retirement Plan processing.
. Institutional Servicing -
In addition to utilizing the expertise of the Retail Operations area,
institutional clients are also assigned a representative to handle the
special requests necessary to keep an Institutional Fund running smoothly.
SCHEDULE "B"
============
FEE SCHEDULE FOR
CT&T FUNDS
~~~~~~~~~~~~~~~~~~~~~~~~
(All fees are quoted for a term of one (1) year from effective date.)
SHAREHOLDER SERVICES AND TRANSFER AGENT
---------------------------------------
I. The following is our schedule for Shareholder Services and Transfer
Agent Services:
Quarterly/Semi-Annual/Annual Dividends
--------------------------------------
$10.40 per Account per Year
Monthly Dividends
-----------------
$12.00 per Account per Year
Daily Dividends
---------------
$18.00 per Account per Year
Minimum Monthly Fee - $2,500 per portfolio; $30,000 per Year
II. Retirement Plan Fees: (if applicable)
--------------------
$15.00 per Account - Annual Maintenance Fee for XXX Accounts on Fund/Plan's
Transfer Agency System. This fee is typically charged to the shareholder.
OUT-OF-POCKET EXPENSES
----------------------
The Funds will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, etc. The cost of copying and sending materials to auditors
for off-site audits will be an additional expense.
ADDITIONAL SERVICES
-------------------
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Funds should
decide to issue multiple/separate classes of shares, additional fees will apply.
Any enhanced services or reports will be quoted upon request.
SCHEDULE "C"
============
AS AMENDED ON DECEMBER 21, 1995
-------------------------------
IDENTIFICATION OF SERIES
========================
Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:
CT&T FUNDS
----------
CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & XXXXXXXX GROWTH FUND
MONTAG & XXXXXXXX BALANCED FUND
This Schedule "C" may be amended form time to time by agreement of the parties.
