TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 13th day of
February 2004, by and between Cadre Institutional Investors Trust (the "Trust")
on behalf of the investment portfolios of the Trust identified in Schedule A of
this Agreement (each, a "Fund" and collectively, the "Funds") and PFM Asset
Management LLC, a limited liability company organized under the laws of the
State of Delaware (hereinafter referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company
which is registered under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Agent is not required to register under the Securities
Exchange Act of 1934 (the "1934 Act") as a transfer agent;
NOW, THEREFORE, the Trust, on behalf of the Funds, 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
Trust hereby employs and appoints the Agent to act as transfer agent, dividend
disbursing agent, and shareholder servicing agent for the Funds.
With respect to each of the Funds, the Agent shall perform all of
the customary services of a transfer agent, dividend disbursing agent and
shareholder servicing 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 the following and as more fully described in Exhibit A and Addendum
I:
A. Receive orders for the purchase of shares, with prompt delivery,
where appropriate, of payment and supporting documentation to the Funds'
custodian;
B. Process purchase orders and issue the appropriate number of
uncertificated shares with such uncertificated shares being held in the
appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Funds' custodian;
D. Pay moneys (upon receipt from the Funds' custodian, where
relevant) in accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between the Funds and any other funds within
the same family of funds, if applicable;
G. Prepare and transmit payments for dividends and distributions
declared by 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 the Funds and maintain, pursuant
to Rule 17Ad-10(e) under the 1934 Act, a record of the total number of shares of
the Funds which are authorized, issued and outstanding and such other records as
are required to be maintained by a transfer agent for open-end registered
investment companies by the rules adopted under the 1934 Act;
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 Trust, or in the alternative, to deliver monthly statements by means of
electronic mail, or by providing access to a password protected website
(including Cadre's Compass system), to those shareholders of the trust who
consent to delivery of monthly statements in such manner; and
N. Provide a Blue Sky System which will enable the Funds to monitor
the total number of shares sold in each state. In addition, the Trust, on behalf
of the Funds, shall identify to the Agent in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting for each state. The
responsibility of the Agent for the Funds' Blue Sky state registration status is
solely limited to the initial compliance by the Fund and the reporting of such
transactions to the Fund.
2. Compensation and Expenses
As full compensation for the services and facilities furnished to
the Trust and the expenses assumed by the Agent under this Agreement, the Trust
shall pay to the Agent a fee with respect to each Fund, as calculated in
accordance with Schedule B hereto. The Agent shall bear all of the costs of
providing services hereunder.
The Trust agrees to pay all reimbursable expenses within thirty (30)
days following receipt of a notice for reimbursement of such expenses.
3. Representations of Agent
The Agent represents and warrants to the Trust that:
A. It is a corporation duly organized, existing and in good standing
under the laws of Delaware.
B. It is duly qualified to carry on its business and is not required
to be registered as a transfer agent under the 1934 Act;
C. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement; and
E. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations of the Trust
The Trust represents and warrants to the Agent that:
A. The Trust is registered under the 1940 Act as an open-ended,
diversified management investment company;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of Delaware;
C. The Trust is empowered under applicable laws and by its
Declaration of Trust and other governing documents to enter into and perform
this Agreement;
D. All necessary proceedings required to be taken by the Trust to
authorize it to enter into and perform this Agreement;
E. The Trust will comply with all applicable requirements of the
Securities Act of 1933 and the Investment Company Act of 1940, and all other
laws, rules and regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933
covering shares of the Funds is currently effective and will remain effective.
Appropriate state securities law filings have been made and will continue to be
made, with respect to all shares of the Funds being offered and sold.
5. Covenants of the Trust and the Agent
The Trust shall furnish the Agent a certified copy of the resolution
of the Board of Trustees of the Trust authorizing the appointment of the Agent
and the execution of this Agreement. The Trust shall provide to the Agent a copy
of its Declaration of Trust and all amendments.
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
Trust and will be preserved, maintained and made available in accordance with
such section and rules and will be surrendered to the Trust on and in accordance
with its request.
6. Liability; Indemnification
The Agent agrees to use reasonable care and to act in good faith in
performing its duties hereunder and shall not be liable for any error in
judgment or mistake of law or for any loss suffered by the Trust or any Fund in
connection with the matters to which this Agreement relates, provided that the
Agent has acted in accordance with such standard and with the terms of this
Agreement.
Notwithstanding the foregoing, the Agent shall not be liable or
responsible for delays or errors occurring by reason of circumstances beyond its
control, including acts of civil or military authority, national or state
emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts
of God, insurrection or war. In the event of a mechanical breakdown 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 the correction of any errors resulting from such a breakdown
will be at the Agent's expense. 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.
The Trust will indemnify and hold the Agent harmless against any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) ("Losses") resulting from any claim, demand, action
or suit and arising out of or in connection with the Agent's duties on behalf of
the Trust hereunder, except insofar as such Losses result from the willful
misfeasance, bad faith or gross negligence of the Agent in the performance of
its duties hereunder or from its reckless disregard of such duties.
In performing services hereunder, Agent shall be entitled to rely
and to act upon: (i) telephone instructions relating to the exchange or
redemption of shares received by the Agent and reasonably believed by the Agent
to have originated from the record owner of the subject shares; (ii) any
instructions executed or orally communicated by a duly authorized officer or
employee of the Trust, according to such lists of authorized officers and
employees furnished to the Agent and as amended from time to time in writing by
a resolution of the Board of Directors of the Trust; and (iii) any genuine
instrument signed, countersigned or executed by any person or persons authorized
to sign, countersign or execute the same.
7. New York Law to Apply
This Agreement shall be deemed to have been executed in New York and shall be
construed and the provisions thereof interpreted under and in accordance with
the substantive laws of the State of New York, without regard to the conflicts
of laws provisions of such state.
8. Term, Amendment, Assignment, Termination and Notice
A. This Agreement shall become effective as of the date set forth
above for an initial term of two years and shall continue in effect from year to
year thereafter provided that each such continuance is approved annually by the
Board of Trustees of the Trust, including the vote of a majority of the Trustees
who are not "interested persons" of the Trust, as defined by the 1940 Act and
the rules thereunder.
B. This Agreement, including the Schedules and Exhibit hereto, may
be amended by the mutual written consent of the parties.
C. This Agreement may be terminated upon ninety (90) days written
notice given by one party to the other.
D. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the other party;
provided, however, that the Agent may assign this Agreement without such consent
in a transaction which does not constitute an "assignment" as defined by the
1940 Act and the rules thereunder.
E. 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.
F. In the event that the Trust gives to the Agent written notice of
its intention to terminate this Agreement and appoint a successor transfer
agent, the Agent agrees to cooperate in the transfer of its duties and
responsibilities to the successor, including the transfer of any and all
relevant books, records and other data established or maintained by the Agent
under this Agreement.
G. Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be paid by the Trust.
9. Nature of the Trust
A. Article 5 of the Declaration of Trust contains provisions
limiting the liability of the Trustees, officers, employees and agents of the
Trust. The obligations of the Trust created hereunder are not personally binding
upon, nor shall resort be had to the property of, any of the Trustees, officers,
employees or agents of the Trust or of the shareholders of the Funds, and only
that portion of a Fund's property necessary to satisfy the obligations of that
Fund arising hereunder shall be bound or affected by the operation of this
Agreement.
B. Third Parties. When dealing with third parties on behalf of the
Trust or any Fund, the Agent shall include such recitals in written documents as
may be reasonably requested by the Trust regarding the limitation of liability
of the Board of Trustees, the Trust's shareholders, and the Trust's officers,
employees and agents to third parties.
C. Separate Series. It is agreed that the Agent's responsibilities
and obligations to each Fund are separate from its responsibilities and
obligations to each other Fund, and that each Fund's responsibilities and
obligations to the Agent are separate from the responsibilities and obligations
of each other Fund.
IN WITNESS WHEREOF, the authorized representatives of the parties
hereto have executed this Agreement as of the date first written above.
Cadre Institutional Investors Trust PFM Asset Management LLC
By: /s/Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
--------------------- ------------------
Attest: /s/ Xxxxxxxx Xxxxxxx Attest: /s/ Xxxxxxxx Xxxxxxx
-------------------- --------------------
SCHEDULE A
The Agreement shall apply to the following Funds:
Liquid Asset U.S. Government Money Market Fund
Liquid Asset Money Market Fund
Sponsored Liquid Asset U.S. Government Money Market Fund
Sponsored Liquid Asset Money Market Fund
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund
Institutional Cash U.S. Government Money Market Fund
Institutional Cash Money Market Fund
U.S. Government Money Market Portfolio
Money Market Portfolio
SCHEDULE B
As full compensation for the services and facilities furnished to
the Trust and the expenses assumed by the Agent under this Agreement, each Fund
shall pay to the Agent monthly compensation calculated daily at the following
annual rates:
Liquid Asset U.S. Government Money Market Fund
Liquid Asset Money Market Fund
Sponsored Liquid Asset U.S. Government Money Market Fund
Sponsored Liquid Asset Money Market Fund
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund
Institutional Cash U.S. Government Money Market Fund
Institutional Cash Money Market Fund
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0.05% of each such Fund's net assets up to $250,000,000, 0.04% of the Fund's net
assets greater than $250,000,000 and less than $1,000,000,000, and 0.03% of the
Fund's net assets above $1,000,000,000. Such calculations shall be made by
applying 1/365th of the annual rate to the Fund's net assets each day determined
as of the close of business on that day or the last previous business day. If
this Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above.
U.S. Government Money Market Portfolio
Money Market Portfolio
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No fee.
EXHIBIT A
Duties of the Agent
1. Shareholder Information
The Agent shall maintain a record of the number of shares held by
each holder of record which shall include their addresses and taxpayer
identification numbers.
2. Shareholder Services
The Agent will investigate all shareholder inquiries relating to
shareholder accounts, and will answer all correspondence from shareholders and
others relating to its duties hereunder and such other correspondence as may
from time to time be mutually agreed upon between the Agent and the Trust. The
Agent shall keep records of shareholder correspondence and replies thereto, and
of the lapse of time between the receipt of such correspondence and the mailing
of such replies.
3. State Registration Reports
The Agent shall furnish the Trust on a state-by-state basis, sales
reports, such periodic and special reports as the Trust may reasonably request,
and such other information, including shareholder lists and statistical
information concerning accounts, as may be agreed upon from time to time between
the Trust and the Agent.
4. Uncertificated Shares
(a) With respect to shares held in open accounts or uncertificated
form (i.e., no certificate being issued with respect thereto), the Agent shall
maintain comparable records of the recordholders thereof, including their names,
addresses, and taxpayer identification numbers.
5. Mailing Communications to Shareholders: Proxy Materials
At the expense of the Trust, the Agent will address and mail to
shareholders of the Funds, all reports to shareholders, dividend and
distribution notices, and proxy material for meetings of shareholders. In
connection with the meetings of shareholders, the Agent will prepare shareholder
lists, mail, and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to meetings (act as
inspector of election at meetings and certify shares voted at meetings).
6. Sales of Shares
(a) Processing of Investment Checks or Other Investments
Upon receipt of any check or other instrument drawn or endorsed to
it as agent for, or identified as being for the account of a Fund, or drawn or
endorsed to the Distributor of the Funds' shares for the purchase of shares, the
Agent shall stamp the check with the date of receipt, shall forthwith transmit
the same to the Fund's custodian for collection and, shall record the number of
shares sold, the trade date and price per share, and the amount of money to be
delivered to the custodian of the Funds for the sale of such shares.
(b) Issuance of Shares
Upon receipt of notification that the Funds' custodian has received
the amount of money specified in the immediately preceding paragraph, the Agent
shall issue to and hold in the account of the purchaser/shareholder, or if no
account is specified therein, in a new account established in the name of the
purchaser, the number of shares such purchaser is entitled to receive, as
determined in accordance with applicable Federal law and regulations.
(c) Confirmations
The Agent shall send to purchasers of shares confirmations of their
purchases and periodic statements which will show the new share balance, the
shares held under a particular plan, if any, for withdrawing investments, the
amount invested, and the price paid for the newly purchased shares, or will be
in such other form as the Trust and the Agent may agree from time to time. Such
confirmations and statements will be sent at such times as may be required by
applicable laws and regulations or as may otherwise be agreed to by the Trust
and the Agent in compliance with such laws and regulations.
(d) Suspension of Sale of Shares
The Agent shall not be required to issue any shares of the Funds
where it has received a written instruction from the Trust or written notice
from any appropriate Federal or state authority that the sale of the shares of
that Fund has been suspended or discontinued, and the Agent shall be entitled to
rely upon such written instructions or written notification.
(e) Taxes in Connection with Issuance of Shares
Upon the issuance of any shares in accordance with the foregoing
provisions of this Section, the Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks
In the event the Agent receives advice from the Fund's custodian
that any check or other order for the payment of money is returned unpaid for
any reason, the Agent will: (i) give prompt notice of such return to the Trust
or its designee; (ii) place a stop transfer order against all shares issued as a
result of such check or order; and (iii) take such actions as the Agent may from
time to time deem appropriate.
7. Redemptions
(a) Requirements for Transfer or Redemption of Shares
The Agent shall process all requests from shareholders to transfer
or redeem shares of each Fund in accordance with the procedures set forth in the
Prospectus for the Fund, including, but not limited to, all requests from
shareholders to redeem shares and all determinations of the number of shares
required to be redeemed to fund designated monthly payments, automatic payments,
or any other such distribution or withdrawal plan.
The Agent will transfer or redeem shares upon receipt of written
instructions, accompanied by such documents as the Agent reasonably may deem
necessary to evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock transfer
taxes, if any.
The Agent reserves the right to refuse to transfer or redeem shares
until it is satisfied that the endorsement on the instructions is valid and
genuine, and for that purpose it may require a guarantee of signature by a
member firm of a national securities exchange, by any national bank or trust
company, by any member bank of the Federal Reserve system or by other eligible
guarantor institution. The Agent 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 the Agent, in its judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Agent may, in effecting transactions, rely upon the provisions
of the Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the State of New York, which, in the opinion of
legal counsel for the Trust or of its own legal counsel protect it in not
requiring certain documents in connection with the transfer or redemption of
shares. The Trust may authorize the Agent to waive the signature guarantee in
certain cases by written instructions.
For the purposes of the redemption of shares of the Funds which have
been purchased within 15 days of a redemption request, the Trust shall provide
the Agent with written instructions concerning the time within which such
requests may be honored.
(b) Notice to Custodian and Funds
When shares are redeemed, the Agent shall, upon receipt of the
instructions and documents in proper form, deliver to the Funds' custodian and
the Trust a notification setting forth the number of shares to be redeemed. Such
redemptions shall be reflected on appropriate accounts maintained by the Agent
reflecting outstanding shares of the Funds and shares attributed to individual
accounts and, if applicable, any individual withdrawal or distribution plan.
(c) Payment of Redemption Proceeds
The Agent shall, upon receipt of requests for the redemption of
shares, instruct the Fund's custodian to pay to the shareholder, or his
authorized agent or legal representative, such moneys as are due to the
shareholders, all in accordance with the redemption procedures described in the
applicable Prospectus; provided, however, that the Agent shall instruct the
Fund's custodian to pay the proceeds of any redemption of shares purchased
within a period of time agreed upon in writing by the Agent and the Trust, only
in accordance with procedures agreed to in writing by the Agent and the Trust,
for determining that good funds have been collected for the purchase of such
shares. The Trust shall indemnify the Agent in respect of any instructions given
by the Agent for any payment of redemption proceeds or refusal to make such
payment, if the payment or refusal to pay is in accordance with said written
procedures.
The Agent shall not effect any redemptions of shares of a Fund pursuant to a
plan of distribution or redemption, or in accordance with any other shareholder
request upon the receipt by the Agent of notification of the suspension of the
determination of that Fund's net asset value.
8. Dividends
(a) Notice to Agent and Custodian
Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Trust with respect to shares, the
Trust shall furnish to the Agent a copy of a resolution of its Board of
Trustees, certified by the Secretary of the Trust, setting forth the date of the
declaration of such dividend or distribution, the ex-dividend date, the date of
payment thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders of record
as of that date, the total amount payable to the Agent on the payment date, and
whether such dividend or distribution is to be paid in shares of such class at
net asset value.
On or before the payment date specified in such resolution of the
Board of Trustees, the Agent will instruct the custodian of the Funds to make
payment to the shareholders of record as of such payment date.
(b) Payment of Dividends by the Agent
The Agent will, on the designated payment date, automatically
reinvest all dividends required to be reinvested in additional shares at the net
asset value of the applicable Fund (determined on such date), and mail to
shareholders statements at such times as may be required by applicable law or
agreed to by the Trust and the Agent showing the number of full and fractional
shares (rounded to three decimal places) then currently owned by the
shareholders and the net asset value of the shares so credited to the
shareholders' accounts.
(c) Information Returns
It is understood that the Agent shall file such appropriate
information returns concerning the payment of dividends, return of capital, and
capital gain distributions with the proper Federal, state, and local authorities
as are required by law to be filed and shall be responsible for the withholding
of taxes, if any, due on such dividends or distributions to shareholders when
required to withhold taxes under applicable law.
ADDENDUM I
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final
Rule (Section 103.130) adopted by the Department of the Treasury's Financial
Crimes Enforcement Network (the "Rule") require the Trust to develop and
implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, in order to assist its transfer agent clients with their anti-money
laundering compliance responsibilities under the Act and the Rule, the Transfer
Agent has provided to the Trust for their consideration and approval written
procedures describing various tools designed to promote the detection and
reporting of potential money laundering activity by monitoring certain aspects
of shareholder activity as well as written procedures for verifying a customer's
identity (the "Procedures"); and
WHEREAS, the Trust's desire to implement the Procedures as part of their overall
anti-money laundering program and, subject to the terms of the Act and the Rule,
delegate to the Transfer Agent the day-to-day operation of the Procedures on
behalf of the Trust.
NOW THEREFORE, the parties agree as follows:
1. The Trust acknowledges that they have had an opportunity to review,
consider and comment upon the Procedures provided by the Transfer Agent
and the Trust has determined that the Procedures, as part of the Trust's
overall anti-money laundering program, are reasonably designed to prevent
the Trust from being used for money laundering or the financing of
terrorist activities and to achieve compliance with the applicable
provision of the Bank Secrecy Act and the implementing regulations
thereunder.
2. Based on this determination, the Trust hereby instructs and directs the
Transfer Agent to implement the Procedures on the Trust's behalf, as such
may be amended or revised from time to time.
3. It is contemplated that these Procedures will be amended from time to time
by the parties as additional regulations are adopted and/or regulatory
guidance is provided relating to the Trust's anti-money laundering
responsibilities.
4. The Transfer Agent agrees to provide to the Trust (a) prompt written
notification of any transaction or combination of transactions that the
Transfer Agent believes, based on the Procedures, evidence money
laundering activity in connection with the Trust or any shareholder of the
Trust, (b) prompt written notification of any customer(s) that the
Transfer Agent reasonably believes, based upon the Procedures, to be
engaged in money laundering activity, provided that the Trust agrees not
to communicate this information to the customer, (c) any reports received
by the Transfer Agent from any government agency or applicable industry
self-regulatory organization pertaining to the Transfer Agent's anti-money
laundering monitoring on behalf of the Trust as provided in this Addendum,
(d) prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c), and (e)
an annual report of its monitoring and customer identification activities
on behalf of the Trust. The Transfer Agent shall provide such other
reports on the monitoring and customer identification activities conducted
at the direction of the Trust as may be agreed to from time to time by the
Transfer Agent and the Trust.
5. The Trust hereby directs, and the Transfer Agent acknowledges, that the
Transfer Agent shall (a) permit federal regulators access to such
information and records maintained by the Transfer Agent and relating to
the Transfer Agent's implementation of the Procedures on behalf of the
Trust, as they may request, and (b) permit such federal regulators to
inspect the Transfer Agent's implementation of the Procedures on behalf of
the Trust.
6. This Addendum constitutes the written instructions of the Trust pursuant
to the terms of the Agreement. Except to the extent supplemented hereby,
the Agreement shall remain in full force and effect.
