TRANSFER AND ASSUMPTION AGREEMENT
This Agreement is made and entered into as of March 31, 2006, by and
among Sentinel Administrative Services Company, a Vermont partnership
("TRANSFEROR"), and Sentinel Administrative Services, Inc., a Vermont
corporation ("TRANSFEREE").
WHEREAS, Transferee and Transferor are both registered transfer agents;
WHEREAS, Transferee and Sentinel Asset Management, Inc. are the sole
partners of the Transferee;
WHEREAS, the Transferor is a party to the agreements set forth on
Exhibit A to this Agreement ("Transferred Agreements");
WHEREAS, the Transferor desires to transfer and the Transferee desires
to assume the Transferred Agreements;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt, adequacy and legal sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
2. TRANSFER AND ASSUMPTION. Effective as of March 31, 2006 ("Effective
Time"), Transferor hereby transfers to Transferee all of Transferor's right,
title, benefit, privileges and interest in and to, and all of Transferor's
burdens, obligations and liabilities in connection with, each of the Transferred
Agreements ("Transfer"). Transferee hereby accepts the Transfer and assumes and
agrees to observe and perform all of the duties, obligations, terms, provisions
and covenants, and to pay and discharge all of the liabilities of Transferor to
be observed, performed, paid or discharged from and after March 31, 2006, in
connection with the Transferred Agreements.
3. PERFORMANCE. Transferee agrees to perform its duties under the
Transferred Agreements as of the Effective Time with essentially the same
personnel, equipment, vendors and offices as those used by the Transferor
immediately before the Effective Time.
4. FURTHER ACTIONS. Each of the parties hereto covenants and agrees, at
its own expense, to execute and deliver, at the request of the other party
hereto, such further instruments of transfer and assignment and to take such
other action as such other party may reasonably request to more effectively
consummate the assignments and assumptions contemplated by this Agreement.
5. ASSIGNMENT. No further transfer or assignment of the Transferred
Agreements may be made except pursuant to the terms of the Transferred
Agreements and consistent with applicable law.
6. WINDING UP, DEREGISTRATION AND DISSOLUTION. Transferee agrees that
subsequent to the Transfer, it shall carry on no business except the winding up
of its affairs and shall, as soon as practicable, deregister as a transfer agent
and dissolve.
7. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Vermont.
8. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the entire
understanding and agreement between the parties with respect to the transactions
contemplated by this Agreement and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or oral,
of any kind and every nature with respect to this Agreement. Any provision of
this Agreement may be amended, modified or waived in whole or in part at any
time by an agreement in writing between the parties executed in the same manner
as this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SENTINEL ADMINISTRATIVE SERVICES COMPANY SENTINEL ADMINISTRATIVE SERVICES, INC.
By:/s/ Xxxxxxxxx X. Xxxxxxxx By:/s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------- --------------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & President &
Chief Executive Officer Chief Executive Officer
EXHIBIT A
Transferred Agreements
1. Fund Services Agreement with Sentinel Group Funds, Inc. dated March 1, 1993
2. Fund Services Agreement with Sentinel Pennsylvania Tax-Free Trust dated
March 1, 1993
3. Fund Services Agreement with Sentinel Variable Products Trust
4. Plan Agent Agreement with American Stock Transfer Company dated 01/19/2005
5. Agreement with Benefits Plans Administrators dated 11/19/2002
6. Agreement with MSCS Financial dated 01/03/2003
7. Plan Agent Agreement with Investors Bank & Trust dated 07/29/2004
8. Agreement with Xxxxxxx Trust Company dated 04/06/2004
9. Plan Agent Agreement with GWFS Equities dated 03/22/2005
10. Plan Agent Agreement with USI Consulting Group dated 07/20/2005
11. Networking Agreement Service Fee with Xxxxxxx Xxxxx Financial / Associates
dated 12/31/2005
12. Mutual Fund Service Agreement with PFPC dated 12/21/2001
13. Sub TA Agreement with Xxxxxx Fiduciary Trust / Xxxxxx XX dated 05/20/2004
14. Plan Agent Agreement with The Retirement Plan Group dated 04/26/2005
15. Sub Transfer Agency Agreement with First National Bank of Omaha dated
07/01/2005
16. Shareholder Service Agreement with Xxxxxx Associates dated 02/04/2004
17. Plan Agent Agreement with Mid Atlantic Capital dated 06/28/2004
18. Agency Trading Agreement with National Financial Services Co dated
10/10/2001
19. Administration Agreement with NYLife Trust dated 09/28/2001
20. Shareholder Service Agreement/ SUB TA with First Trust (DataLynx &
Trustlynx) dated 03/22/1999
21. Agency Trading Agreement with Fidelity Investments Institutional Operations
Company, Inc. dated May 19, 2005
22. Omnibus Record Keeping Agreement with Sentinel Administrative Services
Company dated January 3, 2003
23. Recordkeeping Agreement with X.X. Xxxxxxx & Company dated March 31, 2003
24. Sub-Accounting Agreement with AIM Distributors, Inc. dated April 1, 2003
25. Administrative Service Agreement with OppenheimerFunds Distributor, Inc.
dated May 1, 2003
26. Service Agreement Dated with State Street Bank & Trust Company/DST Systems
Inc. dated December, 1989, amended January 1, 2000, amended January 1, 2004
27. License Agreement with DST Technologies, Inc. dated March 18, 1996 (AWD
Contract)
28. Nondisclosure & Indemnity Agreement with DST Systems Inc. dated July 8,
2003
29. Unusual Activity Warning System Usage Agreement with DST Systems Inc, dated
July 18, 2002
30. Master Agreement DST FAN Services - Mutual Funds dated January 30, 1999
31. Limited Agency Agreement with Bisys Fund Services and Bisys Plan Services
dated February 1, 1999.
32. Portfolio Accounting System Remote Service Agreement with State Street Bank
& Trust Co. dated September 1, 2002.
33. Boston Financial Disaster Backup Facility Services Agreement with Boston
Financial Data Services, Inc. dated May 1, 2004.
34. Document Delivery Agreement with Banknorth dated April 10, 2002.
35. All other agreements in the name of Sentinel Administrative Services
Company as of the date of this Agreement.
