TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this
27th day of September, 1996, by and between AMquest
Matrix Funds, Inc., a corporation organized under the
laws of the State of Maryland (hereinafter referred to
as the "Company") and Firstar Trust Company, a
corporation organized under the laws of the State of
Wisconsin (hereinafter referred to as the "Agent").
WHEREAS, the Company is an open-ended management
investment company which is registered under the
Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create
separate series, each with its own separate investment
portfolio;
WHEREAS, the Agent is a trust company and, among
other things, is in the business of administering
transfer and dividend disbursing agent functions for
the benefit of its customers; and
WHEREAS, the Company desires to retain the Agent
to provide transfer and dividend disbursing agent
services to each series of the Company listed on
Schedule A attached hereto (hereinafter collectively
referred to as the "Funds"), as may be amended from
time to time.
NOW, THEREFORE, the Company and the Agent do
mutually promise and agree as follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in
this Agreement, the Company hereby employs and
appoints the Agent to act as transfer agent and
dividend disbursing agent for each of the Funds.
The Agent shall perform all of the customary
services of a transfer agent and dividend
disbursing agent, and as relevant, agent in
connection with accumulation, open account or
similar plans (including without limitation any
periodic investment plan or periodic withdrawal
program), including, but not limited to:
A. Process purchase orders with prompt
delivery, where appropriate, of payment and
supporting documentation to the Company's
custodian, and issue the appropriate number
of certificated or uncertificated shares with
such uncertificated shares being held in the
appropriate shareholder accounts;
B. Process redemption requests received in
good order and, where relevant, deliver
appropriate documentation to the Company's
custodian;
C. Pay monies (upon receipt from the
Company's custodian, where relevant) in
accordance with the instructions of redeeming
shareholders;
D. Process transfers of shares in
accordance with the shareowner's
instructions;
E. Process exchanges between the Funds and
the Portico Money Fund;
F. Issue and/or cancel certificates as
instructed; replace lost, stolen or destroyed
certificates upon receipt of satisfactory
indemnification or surety bond;
G. Prepare and transmit payments for
dividends and distributions declared by the
Company with respect to the Funds;
H. Make changes to shareholder records,
including, but not limited to, address
changes in plans (i.e., systematic
withdrawal, automatic investment, dividend
reinvestment, etc.);
I. Record the issuance of shares of each
Fund and maintain, pursuant to Rule
17ad-10(e) promulgated under the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), a record of the total number
of shares of each Fund which are authorized,
issued and outstanding;
J. Prepare shareholder meeting lists and,
if applicable, mail, receive and tabulate
proxies;
K. Mail shareholder reports and
prospectuses to current shareholders;
L. Prepare and file U.S. Treasury
Department Forms 1099 and other appropriate
information returns required with respect to
dividends and distributions for all
shareholders;
M. Provide shareholder account information
upon request and prepare and mail
confirmations and statements of account to
shareholders for all purchases, redemptions
and other confirmable transactions as agreed
upon with the Company; and
N. Provide a Blue Sky System which will
enable the Company to monitor the total
number of shares of each Fund sold in each
state. In addition, the Company or its
agent, including the Agent, shall identify to
the Agent in writing those transactions and
assets to be treated as exempt from Blue Sky
reporting to the Company for each state. The
responsibility of the Agent for the Company's
Blue Sky state registration status is solely
limited to the initial compliance by the
Company and the reporting of such
transactions to the Company or its agent.
2. Compensation
The Company agrees to pay the Agent for the
performance of the duties listed in this Agreement
as set forth on Schedule B attached hereto; the
fees and out-of-pocket expenses include, but are
not limited to the following: printing, postage,
forms, stationery, record retention (if requested
by the Company), mailing, insertion, programming
(if requested by the Company), labels, shareholder
lists and proxy expenses.
These fees and reimbursable expenses may be
changed from time to time subject to mutual
written agreement between the Company and the
Agent.
The Company agrees to pay all fees and
reimbursable expenses within ten (10) business
days following the mailing of the billing notice.
3. Representations of the Agent
The Agent represents and warrants to the Company
that:
A. It is a trust company duly organized,
existing and in good standing under the laws
of Wisconsin;
B. It is a registered transfer agent under
the Exchange Act;
C. It is duly qualified to carry on its
business in the State of Wisconsin;
D. It is empowered under applicable laws
and by its charter and bylaws to enter into
and perform this Agreement;
E. All requisite corporate proceedings have
been taken to authorize it to enter and
perform this Agreement;
F. It has and will continue to have access
to the necessary facilities, equipment and
personnel to perform its duties and
obligations under this Agreement; and
G. It will comply with all applicable
requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the
Exchange Act, the 1940 Act, and any laws,
rules, and regulations of governmental
authorities having jurisdiction.
4. Representations of the Company
The Company represents and warrants to the Agent
that:
A. The Company is an open-ended diversified
investment company under the 1940 Act;
B. The Company is a corporation organized,
existing, and in good standing under the laws
of Maryland;
C. The Company is empowered under
applicable laws and by its Articles of
Incorporation and Bylaws to enter into and
perform this Agreement;
D. All necessary proceedings required by
the Articles of Incorporation have been taken
to authorize it to enter into and perform
this Agreement;
E. The Company will comply with all
applicable requirements of the Securities
Act, the Exchange Act, the 1940 Act, and any
laws, rules and regulations of governmental
authorities having jurisdiction; and
F. A registration statement under the
Securities Act 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 the Company being offered for sale.
5. Covenants of the Company and the Agent
The Company shall furnish the Agent a certified
copy of the resolution of the Board of Directors
of the Company authorizing the appointment of the
Agent and the execution of this Agreement. The
Company shall provide to the Agent a copy of its
Articles of Incorporation, Bylaws, and all
amendments thereto.
The Agent 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 1940 Act and
the rules thereunder, the Agent agrees that all
such records prepared or maintained by the Agent
relating to the services to be performed by the
Agent hereunder are the property of the Company
and will be preserved, maintained and made
available in accordance with such section and
rules and will be surrendered to the Company on
and in accordance with its request.
6. Indemnification; Remedies Upon Breach
The Agent shall exercise reasonable care in the
performance of its duties under this Agreement.
The Agent shall not be liable for any error of
judgment or mistake of law or for any loss
suffered by the Company in connection with matters
to which this Agreement relates, including losses
resulting from mechanical breakdowns or the
failure of communication or power supplies beyond
the Agent's control, except a loss resulting from
the Agent's refusal or failure to comply with the
terms of this Agreement or from bad faith,
negligence, or willful misconduct on its part in
the performance of its duties under this
Agreement. Notwithstanding any other provision of
this Agreement, the Company shall indemnify and
hold harmless the Agent from and against any and
all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact
or law) of any and every nature (including
reasonable attorneys' fees) which the Agent may
sustain or incur or which may be asserted against
the Agent by any person arising out of any action
taken or omitted to be taken by it in performing
the services hereunder (i) in accordance with the
foregoing standards, or (ii) in reliance upon any
written or oral instruction provided to the Agent
by any duly authorized officer of the Company,
such duly authorized officer to be included in a
list of authorized officers furnished to the Agent
and as amended from time to time in writing by
resolution of the Board of Directors of the
Company.
Further, the Company will indemnify and hold the
Agent harmless against any and all losses, claims,
damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting
from any claim, demand, action, or suit as a
result of the negligence of the Company or the
principal underwriter of the Company (unless
contributed to by the Agent's breach of this
Agreement or other Agreements between the Company
and the Agent, or the Agent's own negligence or
bad faith); or as a result of the Agent acting
upon telephone instructions relating to the
exchange or redemption of shares received by the
Agent and reasonably believed by the Agent under a
standard of care customarily used in the industry
to have originated from the record owner of the
subject shares; or as a result of acting in
reliance upon any genuine instrument or stock
certificate signed, countersigned, or executed by
any person or persons authorized to sign,
countersign, or execute the same.
In the event of a mechanical breakdown or failure
of communication or power supplies beyond its
control, the Agent shall take all reasonable steps
to minimize service interruptions for any period
that such interruption continues beyond the
Agent's control. The Agent will make every
reasonable effort to restore any lost or damaged
data and correct any errors resulting from such a
breakdown at the expense of the Agent. The Agent
agrees that it shall, at all times, have
reasonable contingency plans with appropriate
parties, making reasonable provision for emergency
use of electrical data processing equipment to the
extent appropriate equipment is available.
Representatives of the Company shall be entitled
to inspect the Agent's premises and operating capa
bilities at any time during regular business hours
of the Agent, upon reasonable notice to the Agent.
Regardless of the above, the Agent reserves the
right to reprocess and correct administrative
errors at its own expense.
In order that the indemnification provisions
contained in this section shall apply, it is
understood that if in any case the Company may be
asked to indemnify or hold the Agent harmless, the
Company shall be fully and promptly advised of all
pertinent facts concerning the situation in
question, and it is further understood that the
Agent will use all reasonable care to notify the
Company promptly concerning any situation which
presents or appears likely to present the
probability of such a claim for indemnification
against the Company. The Company shall have the
option to defend the Agent against any claim which
may be the subject of this indemnification. In
the event that the Company so elects, it will so
notify the Agent and thereupon the Company shall
take over complete defense of the claim, and the
Agent shall in such situation initiate no further
legal or other expenses for which it shall seek
indemnification under this section. The Agent
shall in no case confess any claim or make any
compromise in any case in which the Company will
be asked to indemnify the Agent except with the
Company's prior written consent.
The Agent shall indemnify and hold the Company
harmless from and against any and all claims,
demands, losses, expenses, and liabilities
(whether with or without basis in fact or law) of
any and every nature (including reasonable
attorneys' fees) which may be asserted against the
Company by any person arising out of any action
taken or omitted to be taken by the Agent as a
result of the Agent's refusal or failure to comply
with the terms of this Agreement, its bad faith,
negligence, or willful misconduct.
7. Confidentiality
The Agent agrees on behalf of itself and its
directors, officers and employees to treat
confidentially and as proprietary information of
the Company all records and other information
relative to the Company and prior, present, or
potential shareholders (and clients of said
shareholders) and not to use such records and
information for any purpose other than the
performance of its responsibilities and duties
hereunder, except after prior notification to and
approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be
withheld where the Agent may be exposed to civil
or criminal contempt proceedings for failure to
comply after being requested to divulge such
information by duly constituted authorities, or
when so requested by the Company.
8. Miscellaneous
The captions in this 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. If any
provision of this Agreement shall be held invalid
by a court or regulatory agency decision, statute,
rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This
Agreement shall be governed by Wisconsin law,
provided, however, that nothing herein shall be
construed in a manner inconsistent with the 1940
Act or any rule or regulation promulgated by the
SEC thereunder. This Agreement constitutes the
entire Agreement of the parties hereto.
9. Amendment, Assignment, Termination and Notice
A. This Agreement may be amended by the
mutual written consent of the parties.
B. This Agreement may be terminated upon
ninety (90) days' written notice given by one
party to the other.
C. This Agreement and any right or
obligation hereunder may not be assigned by
either party without the signed, written
consent of the other party.
D. Any notice required to be given by the
parties to each other under the terms of this
Agreement shall be in writing, addressed and
delivered, or mailed to the principal place
of business of the other party. If to the
Agent, such notice should be sent to X.X. Xxx
0000, Xxxxxxxxx, Xxxxxxxxx 00000. If to the
Company, such notice should be sent to
Xxxxxxx X. Xxxxx, AMquest Matrix Funds, Inc.,
0000 XX 00xx Xxx, Xxxxx 000, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000.
E. In the event that the Company gives to
the Agent its written intention to terminate
and appoint a successor transfer agent, the
Agent agrees to cooperate in the transfer of
its duties and responsibilities to the
successor, including any and all relevant
books, records and other data established or
maintained by the Agent under this Agreement.
F. Should the Company exercise its right to
terminate, all reasonable out-of-pocket
expenses associated with the movement of
records and material will be paid by the
Company.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by a duly authorized
officer on one or more counterparts as of the day and
year first written above.
AMquest Matrix Funds, Inc. Firstar Trust Company:
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. XxXxx
--------------------------- -------------------------------
Xxxxxxx X. Xxxxx, President Xxxxxxx X. XxXxx, Vice President
Attest: /s/ Xxxxxx X. Xxxxxx, Xx. Attest: /s/ Xxxx X. Xxxx
------------------------- --------------------
Xxxxxx X. Xxxxxx, Xx., Secretary Assistant Secretary
Schedule A
SEPARATE SERIES OF AMQUEST MATRIX FUNDS, INC.
Name of Series Date Added
AMquest Matrix Income Fund September 27, 1996
AMquest Matrix Total Return September 27, 1996
AMquest Matrix Growth Fund September 27, 1996
Schedule B
Shareholder Accounting Services
Load Funds
Annual Fee Schedule
$16.00 per shareholder account
Minimum annual fee of $24,000 for the first fund and
$10,000 for each additional fund
Plus out-of-pocket expenses, including, but not
limited to:
Telephone - toll-free lines
Postage
Programming
Stationery/envelopes
Mailing
Insurance
Proxies
Retention of Records
Microfilm/fiche of records
Special reports
All other out-of-pocket expenses
ACH fees
Fees are billed monthly
Shareholder Fees
(Charged to Investors)
Defined Contribution
403(b)(7), 401(k)
I. Qualified Plan Fees XXX Accounts Plan Accounts
Annual maintenance fee per account $ 12.50 $ 12.50
Transfer to successor trustee 15.00 15.00
Distribution to a participant (exclusive
of systematic withdrawal plans) 15.00 15.00
Refund of excess contribution 15.00 15.00
II. Additional Shareholder Fees Amount
Any outgoing wire $7.50/wire
Telephone exchange 5.00/telephone exchange
Return check fee 15.00/return check
Stop payment fee (liquidation, dividend, 15.00/stop payment
draft check)
Research fee 5.00/research item
(For requested items of the
second calendar year [or previous]
to the request)
These fees are subject to change upon notification by
Firstar Trust Company to the Mutual Fund client.
Shareholder Accounting Services
Automatic Investment Plan Processing
ACH Service
Automatic Investment Plan
Telephone Purchase, Liquidation
EFT Payments of Dividends, Capital Gains, SWP's
$125.00 per month
$0.50 per account set-up and/or change
$0.35 per item
$3.50 per correction, reversal, or return item
Fees are billed monthly
