TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 10th day of December, 1991, by
and between Aetna Series Fund, Inc., a Maryland corporation (hereinafter
referred to as the "Series Fund") whose shares of beneficial interest are
divided into separate series (hereafter referred to singly as "Fund" or
collectively as "Funds") and First Wisconsin Trust Company, a corporation
organized under the laws of the state of Wisconsin (hereinafter referred to as
the "Agent").
W I T N E S S E T H:
WHEREAS, the Series Fund is registered as an open-end management investment
company under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company regulated under Wisconsin law, registered
as a transfer agent under Section 17A of the Securities Exchange Act of 1934
and, among other things, is in the business of administering transfer and
dividend disbursing agent functions for the benefit to its customers;
NOW, THEREFORE, the Series Fund 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
Series Fund 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), and shall, among other
things, do the following:
A. Receive orders for the purchase of shares, with prompt
delivery, where appropriate, of payment and supporting
documentation to the custodian for each Fund;
B. Process purchase orders and issue the appropriate number of
uncertificated shares to be held in the appropriate
shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to each Fund's
custodian;
D. Pay monies (upon receipt from each Fund's custodian, where
relevant) in accordance with the instructions of redeeming
shareholders;
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E. Process transfers of shares of a Fund in accordance with
authorized instructions from record or beneficial owners;
F. Process exchanges between the Funds;
G. Prepare and transmit payments for Funds' dividends and
distributions declared by the Series Fund;
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) under the Securities Exchange Act
of 1934, a daily record of the total number of shares of each
of the Funds 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 of the Funds as agreed upon with the
Series Fund; and
N. Provide a Blue Sky System which will enable the Series fund to
monitor the total number of shares of each Fund sold in each
state. In addition, the Series Fund shall identify to the
Agent in writing those transactions and assets to be treated
as exempt from each Fund's Blue Sky reporting responsibility
for each state. The responsibility of the Agent for the Fund's
Blue Sky state registration status is solely limited to the
initial compliance by the Funds and the reporting of such
transactions to the Funds.
O. Review with the Series Fund its internal standards of
performance from time to time.
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2. Compensation
The Series Fund agrees to pay the Agent, in accordance with the fee
schedule set forth in Exhibit 1 hereto for performance of the duties listed in
this Agreement, and to reimburse the Agent for reasonable related out-of-pocket
expenses including, but not limited to the following: printing, postage, forms,
stationery, record retention, mailing, insertion, programming, labels,
shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
by mutual written agreement of the Series Fund and the Agent.
The Series Fund agrees to pay all fees and reimbursable expenses within
ten (10) business days following the receipt of monthly bills therefor.
3. Representations of Agent
The Agent represents and warrants to the Series Fund that:
A. It is a trust company duly organized, existing and in good
standing under the laws of Wisconsin;
B. It is duly qualified to carry on its business in the state of
Wisconsin;
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 Series Fund
The Series Fund represents and warrants to the Agent that:
A. The Series Fund is registered as an open-end diversified
management investment company under the Investment Company Act
of 1940;
B. The Series Fund is a corporation duly organized, existing, and
in good standing under the laws of Maryland;
C. The Series Fund is empowered under applicable laws and by its
Certificate of Incorporation and bylaws to enter into and
perform this Agreement;
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D. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
E. The Series Fund will substantially comply with all applicable
requirements of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and any laws,
rules and regulations of governmental authorities having
jurisdiction; and
F. A registration statement has been filed with the Securities
and Exchange Commission under the Securities Act of 1933 and
will become effective prior to the shares of the Funds being
offered for sale and appropriate state securities law filings
have been made and will continue to be made, with respect to
all shares of the Funds being offered for sale.
5. Covenants of Funds and Agents
The Series Fund shall furnish the Agent a certified copy of the
resolution of the Board of Directors of the Series Fund authorizing the
appointment of the Agent and the execution of this Agreement. The Series Fund
shall provide to the Agent a copy of its Certificate of Incorporation, bylaws
and all amendments.
The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may reasonably deem advisable or as the
Series Fund may reasonably request, and in any event as may be required under
applicable federal securities law. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, 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 Series
Fund and will be preserved, maintained and made available in accordance with
such section and rules and will be surrendered to the Series Fund on and in
accordance with its request.
6. Indemnification; Remedies Upon Breach
The Agent agrees to use reasonable care and act in good faith in
performing its duties hereunder.
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 correcting 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
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available. Representatives of the Series Fund shall be entitled to inspect the
Agent's premises and operating capabilities at any time during regular business
hours of the Agent, upon reasonable notice to the Agent.
The Series Fund will indemnify and hold the Agent harmless against any
and all losses, claims, damages, liabilities for expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from the Agent's bad faith or negligence, and arising out of or in
connection with the Agent's duties hereunder.
Further, the Series Fund 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 Series Fund or its principal
underwriter (unless contributed to by 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 reasonable believed
by the Agent to have originated from the record or beneficial owner of the
subject shares; or as a result of Agent acting upon any instructions executed or
orally communicated by a duly authorized officer or employee of the Series Fund
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 Series Fund; or as a result of acting in reliance upon any
genuine instrument signed, countersigned or executed by any person or persons
authorized to sign, countersign or execute the same.
In order for this section to apply, it is understood that if in any
case the Series Fund may be asked to indemnify or hold harmless the Agent, the
Series Fund shall be advised of all pertinent facts concerning the situation in
question, and it is further understood that the Agent will use reasonable care
to notify the Series Fund promptly concerning any situation which presents or
appears likely to present a claim for indemnification against the Series Fund.
The Series Fund shall have the option to defend the Agent against any claim
which may be the subject of this indemnification and, in the event that the
Series Fund so elects, the Agent will so notify the Series Fund, and thereupon
the Series Fund shall take over complete defense of the claim and the Agent
shall sustain no further legal or other expenses in such situation for which the
Agent shall seek indemnification under this section. The Agent will in no case
confess any claim or make any compromise in any case in which the Series Fund
will be asked to indemnify the Agent, except with the Series Fund's prior
written consent.
In the event that it is determined that the Agent has breached its
responsibilities under this contract, the Series Fund's sole and exclusive
remedies shall be:
A. Termination of the Agreement;
B. To collect damages directly and actually incurred in a sum up
to but not in excess of fifty percent (50%) of any fees
received by the Agent during the period of twelve (12) months
immediately preceding the Agent's performance or failure to
perform which constituted a material breach of this Agreement;
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C. To submit a claim for damages directly incurred by the Series
Fund as a consequence of the Agent's failure to perform which
constituted a material breach of this Agreement, and which
act, nonact or event was covered under the Agent's blanket
bond policy or policies, in which event the Agent agrees to
indemnify and hold the Series Fund harmless solely to the
extent of the Agent's best efforts to include the Series
Fund's claim as a loss payee under the filing of a proof of
loss under such policy; and
D. To reprocess and correct administrative errors at the Agent's
own expense.
Regardless of the foregoing, the Agent shall not be liable to the
Series Fund or to any third party for any indirect or consequential damages.
7. Confidentiality
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Series Fund and
its shareholders and shall not disclose such information to any other party,
except after prior notification to and approval in writing by the Series Fund,
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.
8. Covenant Not to Compete
The Agent Agrees not to compete with or in any way interfere with Aetna
Life and Casualty Company and its affiliates' existing 401(k) customers, and
further agrees to treat such customer files confidentially as that term is
described in Paragraph 7.
9. Additional Series
The Series Fund is authorized to issue separate classes of shares of
beneficial interest representing interests in separate investment portfolios.
The parties intend that each such portfolio established by the Series Fund, now
or in the future, be covered by the terms and conditions of this agreement. The
Funds covered under this agreement at the time of its execution are: Aetna Money
Market Fund, Aetna Bond Fund, Aetna Fund, Aetna Growth and Income Fund, Aetna
International Growth Fund.
10. Wisconsin Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the state of Wisconsin,
except as such laws may be superseded or pre-empted by Federal law.
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11. 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.
E. In the event that the Series Fund gives to the Agent written
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
any and all relevant books, records and other data established
or maintained by the Agent under this Agreement.
F. Should the Series Fund exercise its right to terminate this
Agreement, all out-of-pocket expenses associated with the
movement of records and material will be paid by the Series
Fund.
Aetna Series Fund, Inc. First Wisconsin Trust Company
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxxx
----------------------- ----------------------
Attest: /s/ Xxxxxx X. Xxxxxxxx Attest: /s/ Xxxxxx Xxxxxxx
----------------------- ----------------------
Secretary Assistant Secretary
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FIRST WISCONSIN TRUST COMPANY
TRANSFER AGENT SERVICES FEE SCHEDULE
FOR
AETNA MONEY MARKET FUND
$19.00 per shareholder account on the first 20,000 accounts
$18.50 per shareholder account on the next 30,000 accounts
$18.00 per shareholder account on the balance
$1.00 per transaction in excess of 4 transactions per account per year
$24,000 annual minimum fee
Fees billed on a monthly basis
Plus out-of-packet expenses including, but not limited to:
- Telephone
- Postage
- Programming
- Retention of Records
- Stationary/Envelopes
- Mailing
- Insurance
- Proxy Activities
- All other out-of-pocket expenses
Plus, with respect to Automatic Investment Plan:
$125.00 per monthly or bi-monthly cycle for all funds in group
$ 0.50 per Fund account set-up and/or change
$ 0.35 per item on first 10,000 items
$ 0.25 per item on the next 15,000 items
$ 0.20 per item on the balance
$ 3.25 per correction, reversal or return item
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FIRST WISCONSIN TRUST COMPANY
TRANSFER AGENT SERVICES FEE SCHEDULE
FOR
AETNA BOND FUND
THE AETNA FUND
AETNA GROWTH & INCOME FUND
AETNA INTERNATIONAL GROWTH FUND
$13.00 per shareholder account on the first 20,000 accounts
$12.50 per shareholder account on the next 30,000 accounts
$12.00 per shareholder account on the balance
$12,000 annual minimum fee PER FUND
The aforementioned fees apply to each Fund individually and are billed on a
monthly basis
Plus out-of-packet expenses including, but not limited to:
- Telephone
- Postage
- Programming
- Retention of Records
- Stationary/Envelopes
- Mailing
- Insurance
- Proxy Activities
- All other out-of-pocket expenses
Plus, with respect to Automatic Investment Plan:
$125.00 per monthly or bi-monthly cycle for all funds in group
$ 0.50 per Fund account set-up and/or change
$ 0.35 per item on first 10,000 items
$ 0.25 per item on the next 15,000 items
$ 0.20 per item on the balance
$ 3.25 per correction, reversal or return item
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FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL
QUALIFIED PLAN FEE SCHEDULE
(BILLED TO INVESTORS)
Defined
Contribution 403(b)(7) 401(k)
XXX Accounts Plan Accounts Plan Accounts Plan Accounts
-------------------- --------------------- -------------------- ------------------
Acceptance Fee per Plan $ 8.00 $ 8.00 $ 8.00
Annual Maintenance Fee per Account $10.00 10.00 10.00 10.00
Transfer to Successor Trustee 15.00 15.00 15.00 15.00
Transfer from Prior Trustee 12.00 12.00 12.00 12.00
Distribution to a Participant 15.00 15.00 15.00 15.00
Refund of Excess Contribution 15.00 15.00 15.00 15.00
Systematic Withdrawal Plan
Distributions
(annual Charge) 15.00 15.00 15.00 15.00
Any Outgoing Wire $7.50
Telephone Exchange $5.00
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