TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
PAGE
1. TERMS OF APPOINTMENT AND DUTIES.........................................1
2. THIRD-PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS...............4
3. FEES AND EXPENSES.......................................................4
4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT....................5
5. REPRESENTATIONS AND WARRANTIES OF THE FUND..............................6
6. WIRE TRANSFER OPERATING GUIDELINES/.....................................6
7. DATA ACCESS AND PROPRIETARY INFORMATION.................................8
8. INDEMNIFICATION........................................................10
9. STANDARD OF CARE/LIMITATION OF LIABILITY...............................11
10. CONFIDENTIALITY.......................................................11
11. COVENANTS OF THE FUND AND THE TRANSFER AGENT..........................12
12. TERMINATION OF AGEEMENT...............................................12
13. ASSIGNMENT AND THIRD-PARTY BENEFICIARIES..............................13
14. SUBCONTRACTORS........................................................14
15. MISCELLANEOUS.........................................................14
16. ADDITIONAL FUNDS......................................................16
17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.............16
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of January, 2003, by and between THE
ADVISORS' INNER CIRCLE FUND, a Massachusetts business trust, having its
principal office and place of business at Xxx Xxxxxxx Xxxxxx Xxxx, Xxxx,
Xxxxxxxxxxxx (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund on behalf of the series named in the attached
Schedule A which may be amended by the parties from time to time (each such
series, together with all other series subsequently established by the Fund and
made subject to this Agreement in accordance with SECTION 16, being herein
referred to as a "Portfolio", and collectively as the "Portfolios"), desires to
appoint the Transfer Agent as its transfer agent, dividend disbursing agent,
custodian of certain retirement plans and agent in connection with certain other
activities, and the Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. TERMS OF APPOINTMENT AND DUTIES.
1.1 TRANSFER AGENCY SERVICES. Subject to the terms and conditions set
forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employs
and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act
as its transfer agent for the Fund's authorized and issued shares of its
beneficial interest ("Shares"), dividend disbursing agent, custodian of certain
retirement plans and agent in connection with any accumulation, open-account or
similar plan provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently effective prospectus
and statement of additional information ("prospectus") of the Fund on behalf of
the applicable Portfolio, including without limitation any periodic investment
plan or periodic withdrawal program. In accordance with procedures established
from time to time by agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Transfer Agent, the Transfer Agent agrees
that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust of the
Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate Shareholder account;
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(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions directly with
broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by the Transfer
Agent of indemnification satisfactory to the Transfer Agent and protecting the
Transfer Agent and the Fund, and the Transfer Agent at its option, may issue
replacement certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain
pursuant to SEC. Rule 17Ad-10(e) a record of the total number of Shares of the
Fund which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund on a
regular basis with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be
the sole responsibility of the Fund.
1.2 ADDITIONAL SERVICES. In addition to, and neither in lieu
nor in contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) OTHER CUSTOMARY SERVICES. Perform the customary services
of a transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection WITH accumulation,
open-account or similar plan (including without limitation any periodic
investment plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing Shareholder proxies, Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmation
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
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accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information;
(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a
daily record and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy of such
report for the Fund for each business day to the Fund no later than 9:00 a.m.
Eastern Time, or such earlier time as the Fund may reasonably require, on the
next business day;
(c) "BLUE SKY" REPORTING. The Fund shall: (i) identify to the
Transfer Agent in writing those transactions and assets to be treated as
exempt from blue sky reporting for each State; and (ii) verify the
establishment of transactions for each State on the system prior to activation
and thereafter monitor the daily activity for each State. The responsibility
of the Transfer Agent for the Fund's blue sky State registration status is
solely limited to the initial establishment of transactions subject to blue
sky compliance by the Fund and providing a system which will enable the Fund
to monitor the total number of Shares sold in each State;
(d) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i)
accept and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of shares in
such accounts through Fund/SERV (Networking and Fund/SERV being programs
operated by the NSCC on behalf of NSCC's participants, including the Fund), in
accordance with, instructions transmitted to and received by the Transfer
Agent by transmission from NSCC on behalf of brokerdealers and banks which
have been established by, or in accordance with the instructions of authorized
persons, as hereinafter defined on the dealer file maintained by the Transfer
Agent; (ii) issue instructions to Fund's banks for the settlement of
transactions between the Fund and NSCC (acting on behalf of its broker-dealer
and bank participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for
those broker-dealers; and (iv). maintain Shareholder accounts on TA2000 System
through Networking;
(e) NEW PROCEDURES. New procedures as to who shall provide
certain of these services in SECTION L may be established in writing from time
to time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the Fund or
its agent may perform these services on the Fund's behalf;
(f) ADDITIONAL TELEPHONE SUPPORT SERVICES. If the parties
elect to have the Transfer Agent provide ADDITIONAL telephone support services
under this Agreement, the parties will agree to such services, fees and
sub-contracting as stated in Schedule 1.2(f) entitled "Telephone Support
Services" attached hereto; and
(g) ANTI-MONEY LAUNDERING ("AML") DELEGATION. If the Fund
elects to delegate to the Transfer Agent certain AML duties under this
Agreement, the parties will agree to such duties and terms as stated in the
attached schedule ("Schedule 1.2(g) entitled "AML Delegation" which may be
changed form time to time subject to mutual written agreement between the
parties. In consideration of the performance of the duties by the Transfer
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Agent pursuant to this SECTION 1.2(G), the Fund agrees to pay the Transfer
Agent for the reasonable administrative expense that may be associated with
such additional duties in the amount as the parties may from time to time
agree in writing in accordance with SECTION 3 (Fees and Expenses) below.
2. THIRD-PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS.
2.1 The Fund may decide to make available to certain of its customers,
a qualified plan program (the "Program") pursuant to which the customers
("Employers') may adopt certain plans of deferred compensation ("Plan or Plans")
for the benefit of the individual Plan participant (the "Plan Participant"),
such Plan(s) being qualified under Section 401 (a) of the Internal Revenue Code
of 1986, as amended ("Code") and administered by third-party administrators
which may be plan administrators as defined in the Employee Retirement Income
Security Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with THE procedures established in the initial
Schedule 2.1 entitled "Third-party Administrator Procedures," as may be amended
by the Transfer Agent and the Fund from time to time ("Schedule 2.1"), the
Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the
name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of
the TPA or its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under SECTION 1 as transfer agent of
the Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under SECTION 2 of this Agreement shall be
deemed exception services ("Exception Services") when such transactions:
(a) Require the Transfer Agent to use methods and procedures
other than those usually employed by the Transfer Agent to perform services
under SECTION 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent
after the commencement of the nightly processing cycle of the TA2000 System; or
(c) Require more manual intervention by the Transfer Agent,
either in the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by non-retirement plan
and pre-nightly transactions.
3. FEES AND EXPENSES.
3.1 FEE SCHEDULE. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual maintenance
fee for each Shareholder account as set forth in the attached fee schedule
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("Schedule 3.1"). Such fees and out-of-pocket expenses and advances identified
under SECTION 3.2 below may be changed from time to time subject to mutual
written agreement between the Fund and the Transfer Agent.
3.2 OUT-OF-POCKET EXPENSES. In addition to the fee paid under SECTION
3. 1, above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to, confirmation production, postage, forms,
telephone, microfilm, microfiche, mailing and tabulating proxies, records
storage, or advances incurred by the Transfer Agent for the items set out in
Schedule 3.1 attached hereto. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Fund, will be
reimbursed by the Fund.
3.3 POSTAGE. Postage for mailing of dividends, proxies, Fund reports
and other mailings to all shareholder accounts shall be advanced to the Transfer
Agent by the Fund at least seven (7) days prior to the mailing date of such
materials.
3.4 INVOICES. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing notice,
except for any fees or expenses that are subject to good faith dispute. In the
event of such a dispute, the Fund may only withhold that portion of the fee or
expense subject to the good faith dispute. The Fund shall notify the Transfer
Agent in writing within twenty-one (21) calendar days following the receipt of
each billing notice if the Fund is disputing any amounts in good faith. If the
Fund does not provide such notice of dispute within the required time, the
billing notice will be deemed accepted by the Fund. The Fund shall settle. such
disputed amounts within five (5) days of the day on which the parties agree on
the amount to be paid by payment of the agreed amount. If no agreement is
REACHED, then such disputed amounts shall be settled as may be required by law
or legal process.
3.5 COST OF LIVING ADJUSTMENT. Following the Initial Term, unless the
parties shall otherwise agree and provided that the service mix and volumes
remain consistent as previously provided in the Initial Term, the total fee for
all services shall equal the fee that would be charged for the same services
based on a fee rate (as reflected in a fee rate schedule) increased by the
percentage increase for the twelve (12) month period of such previous calendar
year of the Consumer Price Index for Urban Wage Earners and Clerical Workers,
for the Boston area, as published bimonthly by the United States Department of
Labor, Bureau of Labor Statistics, or, in the event that publication of such
Index is terminated, any successor or substitute index, appropriately adjusted,
acceptable to both parties.
3.6 LATE PAYMENTS. If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid when due, the
Fund shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime
Rate (that is, the base rate on corporate loans posted by large domestic banks)
published by THE WALL STREET JOURNAL (or, in the event such rate is not so
published, a reasonably equivalent published rate selected by the Fund) on the
first day of publication during the month when such amount was due.
Notwithstanding any other provision hereof, such interest rate shall be no
greater than permitted under applicable provisions of Massachusetts law.
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4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT.
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE FUND.
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of
Trust and By Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as
amended 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 Fund being offered for sale.
6. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE.
6.1 OBLIGATION OF SENDER. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the "Security Procedure) chosen
for funds transfer and in the amount of money that the Transfer Agent has been
instructed to transfer. The Transfer Agent shall execute payment orders in
compliance with the Security Procedure and with the Fund instructions on the
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execution date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order specifies a
later time. All payment orders and communications received after the-customary
deadline will be deemed to have been received the next business day.
6.2 SECURITY PROCEDURE. The Fund acknowledges that the Security
Procedure it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall restrict
access to confidential information relating to the Security Procedure to
authorized persons as communicated to the Transfer Agent in writing. The Fund
must notify the Transfer Agent immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of any
change in the Fund's authorized personnel. The Transfer Agent shall verify the
authenticity of all Fund instructions according to the Security Procedure.
6.3 ACCOUNT NUMBERS. The Transfer Agent shall process all payment
orders on the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
6.4 REJECTION. The Transfer Agent reserves the right to decline to
process or delay THE processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the Transfer
Agent's receipt of such payment order, (b) if initiating such payment order
would cause the Transfer Agent, in the Transfer Agent's sole judgment, to exceed
any volume, aggregate dollar, network, time, credit or similar limits which are
applicable to the Transfer Agent, or (c) if the Transfer Agent, in good faith,
is unable to satisfy itself that the transaction has been properly authorized.
6.5 CANCELLATION AMENDMENT. The Transfer Agent shall use reasonable
efforts to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such requests
are received in a timely manner affording the Transfer Agent reasonable
opportunity to act. However, the Transfer Agent assumes no liability if the
request for amendment or cancellation cannot be satisfied.
6.6 ERRORS. The Transfer Agent shall assume no responsibility for
failure to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the Transfer Agent
complies with the Security Procedure. The Security Procedure is established for
the purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
6.7 INTEREST. The Transfer Agent shall assume no responsibility for
lost interest with respect to the refundable amount of any unauthorized payment
order, unless the Transfer Agent is notified of the unauthorized payment order
within thirty (30) days of notification by the Transfer Agent of the acceptance
of such payment order.
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6.8 ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to these
guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, the Transfer Agent will act as
an Originating Depository Financial Institution and/or Receiving Depository
Financial Institution, as the case may be, with respect to such entries. Credits
given by the Transfer Agent with respect to an ACH credit entry are provisional
until the Transfer Agent receives final settlement for such entry from the
Federal Reserve Bank. If the Transfer Agent does not receive such final
settlement, the Fund agrees that the Transfer Agent shall receive a refund of
the amount credited to the Fund in connection with such entry, and the party
making payment to the Fund via such entry shall not be deemed to have paid the
amount of the entry.
6.9 CONFIRMATION. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty-four (24) hours notice of
which may be delivered through the Transfer Agent's proprietary information
systems, or by facsimile or callback. Fund must report any objections to the
execution of an order within thirty (30) days.
7. DATA ACCESS AND PROPRIETARY INFORMATION.
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain Fund-related data ("Customer Data") maintained by the
Transfer Agent on databases under the control and ownership of the Transfer
Agent or other third-party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third-party.
In no event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
and further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases: (i) solely on the Fund's
computers; or (ii) solely from equipment at the location agreed to between the
Fund and the Transfer Agent; and (iii) solely in accordance with the Transfer
Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the Fund's computer(s)), the
Proprietary information;
(c) Refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is inadvertently obtained, to
inform in a timely manner of such fact and dispose of such information in
accordance with the Transfer Agent's instructions;
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(d) Refrain from causing or allowing information transmitted
from the Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly permitted by the
Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal copyright law and
under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any
of the foregoing items that: (i) are or become publicly available without breach
of this Agreement; (ii) are released for general disclosure by a written release
by the Transfer Agent; or (iii) are already in the possession of the receiving
party at the time of receipt without obligation of confidentiality or breach of
this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest of the
Transfer Agent and that the disclosure of such Proprietary Information in breach
of this Agreement would cause the Transfer Agent immediate, substantial and
irreparable harm, the value of which would be extremely difficult to determine.
Accordingly, the parties agree that, in addition to any other remedies that may
be available in law, equity, or otherwise for the disclosure or use of the
Proprietary Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive relief, or
other equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make no claim
against the Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to: (i) effect
the transfer or movement of cash or Shares; or (ii) transmit Shareholder
information or other information, then in such event the
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Transfer Agent shall be entitled to rely on the validity and authenticity of
such instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures established by
the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 7. The obligations of this Section
shall survive any earlier termination of THIS Agreement.
8. INDEMNIFICATION.
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required-to be taken pursuant to this Agreement (including the
defense of any law suit in which the Transfer Agent or affiliate is a named
party), provided that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct;
(c) The reliance upon, and any subsequent use of or action
taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or services, which
are received by the Transfer Agent or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic instructions or other
similar means authorized by the Fund, and which have been prepared, maintained
or performed by the Fund or any other person or firm on behalf of the Fund
including but not limited to any broker-dealer, TPA or previous transfer agent;
(ii) any instructions or requests of the Fund or any of its officers; (iii) any
instructions or opinions of legal counsel with respect to any matter arising in
connection with the services to be performed by the. Transfer Agent under this
Agreement which are provided to the Transfer Agent after consultation with such
legal counsel; or (iv) any paper or document, reasonably believed to be genuine,
authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or
state securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other determination or ruling by any federal
or any state agency with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks including
without limitation for deposit into the Fund's demand deposit account maintained
by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements
required by the NSCC for the transmission of Fund or Shareholder data through
the NSCC clearing systems.
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8.2 In order that the indemnification provisions contained in this
SECTION 8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall promptly
notify the Fund of such assertion, and shall keep the Fund advised with respect
to all developments concerning such claim. The Fund shall have the option to
participate with the Transfer Agent in the defense of such claim or to defend
against said claim in its own name or in the name of the Transfer Agent. The
Transfer Agent shall in no case confess any claim or make any compromise in any
case in which the Fund may be required to indemnify the Transfer Agent except
with the Fund's prior written consent.
9. STANDARD OF CARE/LIMITATION OF LIABILITY.
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors, including encoding and payment
processing errors, unless said errors are caused by its negligence, bad faith,
or willful misconduct or that of its employees or agents. The parties agree that
any encoding or payment processing errors shall be governed by this standard of
care and Section 4-209 of the Uniform Commercial Code is superseded by SECTION 9
of this Agreement. This standard of care also shall apply to Exception Services,
as defined in SECTION 2.3 herein, but such application shall take into
consideration the manual processing involved in, and time sensitive nature of,
Exception Services. Notwithstanding the foregoing, the Transfer Agent's
aggregate liability during any term of this Agreement with respect to, arising
from or arising in connection with this Agreement, or from all services provided
or omitted to be provided by the Transfer Agent under this Agreement, whether in
contract, or in tort, or otherwise, is limited to, and shall not exceed, the
aggregate of the amounts actually received hereunder by the Transfer Agent as
fees and charges, but not including reimbursable expenses, during the six (6)
calendar months immediately preceding the event for which recovery from the
Transfer Agent is being sought.
10. CONFIDENTIALITY.
10.1 The Transfer Agent and the Fund agree that they will not, at any
time during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other business
organization, any customers' lists, trade secrets, cost figures and projections,
profit figures and projections, or any other secret or confidential information
whatsoever, whether of the Transfer Agent or of the Fund, used or gained by the
Transfer Agent or the Fund during performance under this Agreement. The Fund and
the Transfer Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information whatsoever in
trust for the sole benefit of the Transfer Agent or the Fund and their
successors and assigns. In the event of breach of the foregoing by either party,
the remedies provided by SECTION 7.3 shall be available to the party whose
confidential information is disclosed. The above prohibition of disclosure shall
not apply to the extent that the Transfer Agent must disclose such data to its
sub-contractor or Fund agent for purposes of providing services under this
Agreement.
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10.2 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than request for
records of Shareholders pursuant to standard subpoenas from state or federal
government authorities (I.E., divorce and criminal actions), the Transfer Agent
will endeavor to notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. The Transfer Agent expressly reserves
the right, however, to exhibit the Shareholder records to any person whenever it
is advised by counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court order.
11. COVENANTS OF THE FUND AND THE TRANSFER AGENT.
11.1 The Fund shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
11.3 The Transfer 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 Investment Company Act of 1940, as amended,
and the Rules thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the services to be
performed by the Transfer Agent hereunder are the property of the Fund and will
be preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in accordance with
its request.
12. TERMINATION OF AGEEMENT.
12.1 TERM. The initial term of this Agreement (the "Initial Term")
shall be three (3) years from the date first stated above unless terminated
pursuant to the provisions of this SECTION 12. Unless a terminating party gives
written notice to the other party one hundred and twenty (120) days before the
expiration of the Initial Term or any Renewal Term, this Agreement will renew
automatically from year to year (each such year-to-year renewal term a "Renewal
Term"). One hundred and twenty (120) days before the expiration of the Initial
Term or a Renewal Term the parties to this Agreement will agree upon a Fee
Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased
pursuant to SECTION 3.5. of this Agreement.
12
12.2 EARLY TERMINATION. Notwithstanding anything, contained in this
Agreement to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service provider prior
to the expiration of the then current Initial or Renewal Term, or without the
required notice, the Transfer Agent shall make a good faith effort to facilitate
the conversion on such prior date; however, there can be no guarantee or
assurance that the Transfer Agent will be able to facilitate a conversion of
services on such prior date. In connection with the foregoing, should services
be converted to a successor service provider, or if the Fund is liquidated or
its assets merged or purchased or the like with or by another entity which does
not utilize the services of the Transfer Agent, the fees payable to the Transfer
Agent shall be calculated as if the services had been performed by the Transfer
Agent until the expiration of the then current Initial or Renewal Term and
calculated at the asset and/or Shareholder account levels, as the case may be,
on the date notice of termination was given to the Transfer Agent, and the
payment of all fees to the Transfer Agent as set forth herein shall be
accelerated to the business day immediately prior to the conversion or
termination of services.
12.3 EXPIRATION OF TERM. During the Initial Term or Renewal Term,
whichever currently is in effect, should either party exercise its right to
terminate, all out-of-pocket expenses or costs associated with the movement of
records and material will be borne by the Fund. Additionally, the Transfer Agent
reserves the right to charge for any other reasonable expenses associated with
such termination.
12.4 CONFIDENTIAL INFORMATION. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or proprietary
materials or information received from such other party hereunder, other than
materials or information required to be retained by such party under applicable
laws or regulations.
12.5 UNPAID INVOICES. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer Agent
being outstanding for more than ninety (90) days, except with respect to any
amount subject to a good faith dispute within the meaning of SECTION 3.4 OF this
Agreement.
12.6 BANKRUPTCY. Either party hereto may terminate this Agreement by
notice to the other party, effective at any time specified therein, in the event
that (a) the other party ceases to carry on its business, or (b) an action is
commenced by or against the other party under Title 11 of the United States Code
or a receiver, conservator or similar officer is appointed for the other party
and such suit, conservatorship or receivership is not discharged within thirty
(30) days.
13. ASSIGNMENT AND THIRD-PARTY BENEFICIARIES.
13.1 Except as provided in SECTION 14.1 below neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party. Any attempt to do so in violation of
this Section shall be void. Unless specifically stated to the contrary in any
written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement.
13
13.2 Except as explicitly stated elsewhere in this Agreement, nothing
under this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the duties
and responsibilities undertaken pursuant to this Agreement shall be for the sole
and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall
inure to the benefit of and be binding upon the parties and their respective
permitted successors and assigns.
13.3 This Agreement does not constitute an agreement for a partnership
or joint venture between the Transfer Agent and the Fund. Other than as provided
in SECTION 14.1 and Schedule 1.2(f), neither party shall make any commitments
with third parties that are binding on the other party without the other party's
prior written consent.
14. SUBCONTRACTORS.
14.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with: (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("Boston Financial") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934, as amended; (ii) a Boston Financial subsidiary duly
registered as a transfer agent; or (iii) a Boston Financial affiliate duly
registered as a transfer agent; provided, however, that the Transfer Agent shall
be fully responsible to the Fund for the acts and omissions of Boston Financial
or its subsidiary or affiliate as it is for its own acts and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or omissions
to act of unaffiliated third parties such as by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service, the U.S.
Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised due care in
selecting the same.
15. MISCELLANEOUS.
15.1 AMENDMENT. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Fund.
15.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be
construed and the provisions thereof interpreted under and in accordance with
the laws of The Commonwealth of Massachusetts.
15.3 FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
14
15.4 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be
liable to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or consequential
damages arising out of any act or failure to act hereunder.
15.5 SURVIVAL. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections of
proprietary rights and trade secrets shall survive the termination of this
Agreement.
15.6 SEVERABILITY. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
15.7 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement and any
Schedules or attachments hereto, the terms and conditions contained in this
Agreement shall take precedence.
15.8 WAIVER. No waiver by either party or any breach or default of any
of the covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of any
other covenant or condition.
15.9 MERGER OF AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
15.10 COUNTERPARTS. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
15.11 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence.
15.12 NOTICES. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of which the
respective party shall have notified the other.
15
(a) If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
If to the Fund, to:
The Advisors' Inner Circle Fund
c/o SEI Investments Global Funds Services, Inc.
Xxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
16. ADDITIONAL FUNDS.
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to which it
desires to have the Transfer Agent render services as transfer agent under the
terms hereof, it shall so notify the Transfer Agent in writing, and if the
Transfer Agent agrees in writing to provide such services, such series of Shares
shall become a Portfolio hereunder.
17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees or Shareholders individually but are binding only upon
the assets and property of the Fund. Moreover, no series of the Fund shall be
liable for the obligations of any other series of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement have
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND TRUST
COMPANY
BY:_/S/ XXXXXXX X. XXXXXXX XX. BY:_/S/ XXXXXX X. XXXXXX
----------------------------------- -------------------------------
16
SCHEDULE A
UNITED ASSOCIATION S&P 500 INDEX FUND
ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND TRUST
COMPANY
BY:_/S/ XXXXXXX X. XXXXXXX, XX. BY:_/S/ XXXXXX X. XXXXXX
----------------------------------- -------------------------------
SCHEDULE 1.2(G)
AML DELEGATION
1. DELEGATION. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund
has developed and implemented a written anti-money laundering program
(the "AML Program"), which is designed to satisfy the requirements of
the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect
to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its
transfer agent. The Fund is desirous of having the Transfer Agent
perform certain delegated duties pursuant to the AML Program and the
Transfer Agent desires to accept such delegation.
2. LIMITATION ON DELEGATION. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent. is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 1.2(g) (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund with
the USA PATRIOT Act or for any other matters that have not been
delegated hereunder. Additionally, the parties acknowledge and agree
that the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and transactions in,
shares in the Fund for which the Transfer Agent maintains the applicable
shareholder information.
3. CONSENT TO EXAMINATION. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be subject,
from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or inspection
and agrees to cooperate with such federal examiners in connection with
their review. For purposes of such examination and/or inspection, the
Transfer Agent will use its best efforts to make available, during
normal business hours and on reasonable notice all required records and
information for review by such examiners.
4. DELEGATED DUTIES
4.1 With respect to the beneficial ownership of, and
transactions in, shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent
shall:
1
(a) Submit all financial and non-financial
transactions through the Office of Foreign Assets Control ("OFAC")
database and such other lists or databases as may be required from time
to time by applicable regulatory authorities;
(b) Review redemption transactions that occur within
thirty (30) days of account or maintenance;
(c) Review wires sent pursuant to banking
instructions other than those on file;
(d) Review a Shareholder's account for unusual
activity when purchases and
redemptions by the Shareholder (based on social security number or other
tax identification number within the Fund's records) hit the $100,000
threshold that has been set on the "Unusual Activity Warning System;"
(e) Review accounts to identify those established by
known offenders attempting fraud and once identified, fire such
accounts; and
(f) Monitor and track cash equivalents under $10,000
for a rolling twelve-month period and file Form 8300 as required by law.
4.2 In the event that the Transfer Agent detects suspicious
activity as a result of the foregoing procedures, which necessitates the
filing by the Transfer Agent of a suspicious activity report, a Form 8300
or other similar report or notice to OFAC, then the Transfer Agent shall
also immediately notify the Fund, unless prohibited by applicable law.
ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND TRUST
COMPANY
BY:_/S/ XXXXXXX X. XXXXXXX, XX. BY:_/S/ XXXXXX X. XXXXXX
----------------------------------- -------------------------------
2
SCHEDULE 2.1
THIRD-PARTY ADMINISTRATOR(S) PROCEDURES
Dated: January 15, 2003
1. On each day on which both the New York Stock Exchange and the Fund are
open for business (a "Business Day"), the TPA(s) shall receive, on
behalf of and as agent of the Fund, Instructions (as hereinafter
defined) from the Plan. Instructions shall mean as to each Fund: (i)
orders by the Plan for the purchases of Shares; and (ii) requests by the
Plan for the redemption of Shares; in each case based on the Plan's
receipt of purchase orders and redemption requests by Participants in
proper form by the time required by the term of the Plan, but not later
than the time of day at which the net asset value of a Fund is
calculated, as described from time to time in that Fund's prospectus.
Each Business Day on which the TPA receives Instructions shall be a
"Trade Date."
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares, (TD+1),
the TPA(s) shall notify the Transfer Agent of the net amount of such
purchases or redemptions, as the case may be, for each of the Plans. In
the case of net purchases by any Plan, the TPA(s) shall instruct the
Trustees of such Plan to transmit the aggregate purchase price for
Shares by wire transfer to the Transfer Agent on (TD+1). In the case of
net redemptions by any Plan, the TPA(s) shall instruct the Fund's
custodian to transmit the aggregate redemption proceeds for Shares by
wire transfer to the Trustees of such Plan on (TD+I). The times at which
such notification and transmission shall occur on (TD+l) shall be as
mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with the
Transfer Agent and such account shall be in the name of that Plan, the
TPA(s), or the nominee of either thereof as the record owner of Shares
owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan
as of the statement closing date, purchases and redemptions of Shares by
the Plan during the period covered by the statement, and the dividends
and other distributions paid to the Plan on Shares during the statement
period (whether paid in cash or reinvested in Shares).
1
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are necessary
to enable the Fund to comply with state Blue Sky requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at the
request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense a complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND TRUST
COMPANY
BY:_/S/ XXXXXXX X. XXXXXXX, XX. BY:_/S/ XXXXXX X. XXXXXX
----------------------------------- -------------------------------
3
SCHEDULE 3.1
FEES
Effective: November 1, 2002 through October 31, 2003
ANNUAL FEES
Complex Base Fee (includes 2 CUSIPS) $40,000
Additional CUSIP $14,000
Account Service Fee $18.00/Account
Level 3 Network Account Fee $14.50/Account
12b-1 Commission Reporting $1.20/Account
Closed Account Fee $ 2.40/Account
XXX Custodial Maintenance Fee (if applicable) $12.00/Account
OTHER FEES
Fund Implementation Fee $1,500/CUSIP
Conversion Fee* $36,000
*This fee is based on the conversion performed manually by Transfer Agent's
Operations Group. If there is a need for a "system conversion" then a business
requirements document shall be prepared for DST and a cost estimate shall be
presented to the Fund.
Out-of-Pocket Expenses: Reasonable out-of-pocket expenses include by are not
limited to: confirmations, investor statements, production, NSCC charges, 12b-1
commission nuns, AML Delegated Duties, postage forms, audio response, network
equipment, telephone (I.E., telephone line charges, fax transmissions), records
retention, freight, customized programming/enhancements, federal wires,
transcripts, proxies, microfilm, microfiche and expenses incurred at the
direction of the Fund.
ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND TRUST
COMPANY
BY:_/S/ XXXXXXX X. XXXXXXX, XX. BY:_/S/ XXXXXX X. XXXXXX
----------------------------------- -------------------------------
1
