DRAFT
SUB-TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the [ ] day of December, 1997 by and between
Concert Investment Series, formerly known as Common Sense Trust on behalf
of the [Name of Fund] (the "Fund") and PFS Shareholders Services (the
"Sub-Transfer Agent").
WITNESSETH:
WHEREAS, the Fund desires that Sub-Transfer Agent be retained to perform
certain recordkeeping and accounting services and functions with respect
to transactions in the Fund's Class 1, Class A and Class B shares
("Shares") made by those beneficial owners of Fund shares (the
"Shareholders") with respect to which the Sub-Transfer Agent maintains
record ownership as nominee with the Fund's transfer agent ("Transfer
Agent") in a single master shareholder account; and
WHEREAS, Sub-Transfer Agent desires to provide such services on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the following premises and mutual
covenants, the parties agree as follows:
1. Services Provided by Sub-Transfer Agent
Sub-Transfer Agent agrees to perform recordkeeping and accounting
services and functions with respect to transactions in Shares made by the
Shareholders with respect to the Fund. Sub-Transfer Agent shall maintain
with the Transfer Agent a single master shareholder account. Sub-
Transfer Agent will provide the following services:
A. Maintain separate records for each Shareholder reflecting Shares
purchased, redeemed and exchanged on behalf of such Shareholder and
outstanding balances of Shares owned by or for the benefit of such
Shareholder.
B. Prepare and transmit to Shareholders periodic account statements
indicating the number of Shares of the Fund owned for the benefit
of Shareholders and purchases, redemptions and exchanges made on
behalf of Shareholders.
C. Process dividend and distribution payments from the Fund on
behalf of each Shareholder.
D. Transmit to Shareholders copies of proxy materials, periodic
reports and other materials relating to the Fund.
E. With respect to each Shareholder, aggregate all purchase,
redemption and exchange orders made on behalf of the Shareholders
and transmit instructions based on such aggregate orders
("Instructions") to the Transfer Agent for acceptance.
F. Transmit to the Shareholders confirmations of transactions made
in accordance with Instructions.
G. Provide to the Fund and/or other parties designated by them such
other information relating to transactions in and holdings of
Shares on behalf of the Shareholders as is reasonably requested.
H. Arrange for the delivery to the Transfer Agent of appropriate
documentation and, in the case of purchase orders, payment, in
connection with each aggregate order transmitted to the Transfer
Agent.
I. Provide to the Fund and/or other parties designated by them such
periodic reports as they shall reasonably conclude are necessary to
enable the Fund to comply with federal or state Blue Sky
requirements.
2. Appointment as Agent for Limited Purpose
Sub-Transfer Agent shall be deemed to be agent of the Fund for the sole
and limited purpose of receiving purchase, redemption and exchange orders
from Shareholders and transmitting corresponding Instructions to the
Transfer Agent. Except as provided specifically herein, neither Sub-
Transfer Agent nor any person to which Sub-Transfer Agent may delegate
any of its duties hereunder shall be or hold itself out as an agent of
the Transfer Agent or the Fund.
3. Delegation by Sub-Transfer Agent
With respect to any Shareholder, Sub-Transfer Agent may delegate some or
all of its duties under this Agreement to other parties which after
reasonable inquiry Sub-Transfer Agent deems to be competent to assume
such duties. In the event of any such delegation, Sub-Transfer Agent
shall enter into a written agreement with the delegatee in which the
delegatee will, among other things:
A. agree to forward Instructions to the Transfer Agent within such
time periods as are specified by the Transfer Agent, the Fund's
prospectus and applicable law and regulation; and
B. represent and warrant that it is duly registered as required
under all federal and state securities laws.
4. Records and Reporting
Sub-Transfer Agent will maintain and preserve all records as required by
law in connection with its provision of services under this Agreement.
Upon the request of the Fund or the Transfer Agent, Sub-Transfer Agent
will provide copies of: historical records relating to transactions
involving the Fund and Shareholders; written communications regarding the
Fund to or from Shareholders; and other materials relating to the
provision of services by Sub-Transfer Agent under this Agreement. Sub-
Transfer Agent will comply with any request for such information and
documents made by the board of directors of the Fund or any governmental
body or self-regulatory organization. Sub-Transfer Agent agrees that it
will permit the Fund, the Transfer Agent or their representatives to have
access to its personnel and records in order to facilitate the monitoring
of the quality of the services provided by Sub-Transfer Agent.
5. Sub-Transfer Agent's Ability to Provide Services
Sub-Transfer Agent agrees to notify the Fund promptly if for any reason
it is unable to perform its obligations under this Agreement.
6. Compensation
A. In consideration of performance of the services by Sub-Transfer
Agent hereunder and the costs it will incur in providing those
services, the Fund agrees to reimburse Sub-Transfer Agent for its
costs (including payments to delegatees) in amounts that do not
exceed those indicated in the maximum reimbursement schedule
attached as Schedule A hereto. With respect to any Shareholder, to
the extent Sub-Transfer Agent delegates any obligations hereunder
to a third party, Sub-Transfer Agent will negotiate in good faith
with such third party delegatee regarding the fees to be paid to
the delegatee. Sub-Transfer Agent, and not the Fund, will be solely
responsible for compensating such a delegatee. If as a result of
its fee negotiations with such a delegatee Sub-Transfer Agent is
required to pay the delegatee less than would be the case if
Schedule A were the delegatee's fee schedule, Sub-Transfer Agent
will reduce the amount of compensation it receives from the Fund
hereunder by the amount of such differential.
B. The Fund agrees to reimburse Sub-Transfer Agent or its
delegatees for their reasonable out-of-pocket costs, which shall
include, but shall not be limited to, the items specified in the
written schedule of out-of-pocket charges annexed hereto as
Schedule B and incorporated herein.
C. Sub-Transfer Agent will permit the Fund or its representatives
(including counsel and independent accountants) reasonable access
to its records to enable the Fund to verify that Sub-Transfer
Agent's charges to the Fund hereunder comply with the provisions of
this Agreement.
7. Representations and Warranties of Sub-Transfer Agent
Sub-Transfer Agent represents and warrants to the Fund that: (i) it is a
partnership duly organized and existing and in good standing under the
laws of the State of Georgia; (ii) it is duly qualified to carry on its
business in Georgia; (iii) it is empowered under applicable laws and by
its partnership agreement to enter into and perform this Agreement; (iv)
all requisite partnership proceedings have been taken to authorize it to
enter into and perform this Agreement; and (v) it has and will continue
to have during the term of this Agreement access to the necessary
facilities, equipment and personnel to perform its duties and obligations
hereunder.
8. Representations and Warranties of the Fund
The Fund represents and warrants to the Sub-Transfer Agent that: (i) it
is duly organized and existing and in good standing under the laws of the
Commonwealth of Massachusetts; (ii) it is empowered under applicable laws
and regulations and by its Master Trust Agreement and by-laws to enter
into and perform this Agreement; (iii) all requisite proceedings have
been taken by its Trustees to authorize it to enter into and perform this
Agreement; (iv) it is an open-end, diversified, management investment
company registered under the Investment Company Act of 1940; and (v) a
registration statement under the Securities Act of 1933 is currently
effective and will remain effective, and appropriate state securities
laws filings have been made and will continue to be made, with respect to
all Shares being offered for sale.
9. Indemnification
Sub-Transfer Agent shall indemnify and hold harmless the Fund from and
against any and all losses and liabilities that any one or more of them
may incur, including without limitation reasonable attorneys' fees,
expenses and costs arising out of or related to the performance or
non-performance of Sub-Transfer Agent or any of its delegatees of its
responsibilities under this Agreement; excluding, however, any such
claims, suits, loss, damage or costs caused by, contributed to or arising
from any noncompliance by the Fund with its obligations under this
Agreement, as to which the Fund shall indemnify, hold harmless and defend
Sub-Transfer Agent on the same basis as set forth above.
10. Termination
This Agreement may be terminated at any time by Sub-Transfer Agent or the
Fund upon 30 days' written notice. The provisions of paragraphs 4 and 9
shall continue in full force and effect after termination of this
Agreement.
11. Limitation of Liability
The Fund and Sub-Transfer Agent agree that the obligations of the Fund
under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Fund, individually, but are binding only
upon the assets and property of the Fund, as provided in the Master
Trust Agreement. The execution and delivery of this Agreement have
been authorized by the Trustees and signed by an authorized officer of
the Fund, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be
deemed to have been make by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust
property of the Fund as provided in its Master Trust Agreement.
12. Miscellaneous
This Agreement represents the entire agreement between the parties with
regard to the matters described herein, and may not be modified or
amended except by written instrument executed by all parties. This
Agreement may not be assigned by any party hereto without the prior
written consent of the other parties. This Agreement is made and shall be
construed under the laws of the State of New York. This Agreement
supersedes all previous agreements and understandings between the parties
with respect to its subject matter. If any provision of the Agreement
shall be held or made invalid by a statute, rule, regulation, decision of
a tribunal or otherwise, the remainder of the Agreement shall not be
affected thereby.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
CONCERT INVESTMENT SERIES PFS SHAREHOLDER
SERVICES
on behalf of [ ]
By: By:
__________________________
Title:
Title: __________________________
Schedule A
The fees are calculated based on an annual charge of:
[ %] with respect to Class 1 Shares
[ %] with respect to Class A Shares
] %] with respect to Class B Shares
of the average daily net assets of such shares invested in the Fund by
those beneficial owners of Fund shares with respect to which the Sub-
Transfer Agent maintains record ownership as nominee with the Fund's
transfer agent.
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