TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this ___ day of December, 1997, by and between
The Xxxxxxx Investment Fund, a Delaware business trust the "Trust"), and
Sunstone Investor Services, LLC, a Wisconsin limited liability company
("Sunstone").
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "Act") and is authorized to
issue shares of beneficial interests (the "Shares") in separate series with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Trust and the Administrator desire to enter into an agreement
pursuant to which the Administrator shall provide certain transfer agency
services to such investment portfolios of the Trust as are listed on Schedule A
hereto and any additional investment portfolios the Trust and Administrator may
agree upon and include on Schedule A as such Schedule may be amended from time
to time (such investment portfolios and any additional investment portfolios are
individually referred to as a "Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
ARTICLE I
APPOINTMENT OF TRANSFER AGENT
A. APPOINTMENT.
1. The Trust hereby appoints Sunstone as transfer agent and dividend
disbursing agent of all the Shares of the Funds during the period of this
Agreement, and Sunstone hereby accepts such appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
2. Sunstone shall perform the transfer agent and dividend disbursing
agent services described on Schedule B hereto. To the extent that the Trust
requests Sunstone to perform any additional services, Sunstone and the Trust
shall mutually agree as to the services to be accomplished, the manner of
accomplishment and the compensation to which Sunstone shall be entitled with
respect thereto.
3. Sunstone may, in its discretion, appoint in writing other parties
qualified to perform transfer agency services reasonably acceptable to the Trust
(individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that unless the Trust shall enter into a written agreement with such
Sub-transfer Agent, the Sub-transfer Agent shall be the agent of Sunstone and
not the agent of
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the Trust and, in such event Sunstone shall be fully responsible for the acts or
omissions of such Sub-transfer Agent and shall not be relieved of any of its
responsibilities hereunder by the appointment of such Sub-transfer Agent.
4. Sunstone shall have no duties or responsibilities whatsoever
hereunder except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against Sunstone.
B. DOCUMENTS/RECORDS.
1. In connection with such appointment, the Trust shall deliver or
cause to be delivered to Sunstone the following documents:
a) A copy of the Declaration of Trust and By-laws of the Trust
and all amendments thereto, and a copy of the resolutions of the Board of
Trustees of the Trust appointing Sunstone and authorizing the execution of this
Transfer Agency Agreement on behalf of the Funds, each certified by the
Secretary of the Trust;
b) A certificate signed by the President and Secretary of the
Trust specifying: the number of authorized Shares and the number of such
authorized Shares issued and currently outstanding, if any; the names and
specimen signatures of the officers of the Trust authorized to provide oral
instructions and to sign written instructions and requests on behalf of the
Trust (hereinafter referred to as "Authorized Persons") and to change the
persons authorized to provide such instructions from time to time, it being
understood Sunstone shall not be held to have notice of any change in the
authority of any Authorized Person until receipt of written notice thereof from
the Trust; and
.
c) Copies of the Trust's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Trust with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "1933 Act"), and under the 0000 Xxx.
2. The Trust agrees to deliver or to cause to be delivered to
Sunstone in Milwaukee, Wisconsin, at the Trust's expense, all of its shareholder
account records relating to the Funds in a format acceptable to Sunstone and all
such other documents, records and information as Sunstone may reasonably request
in order for Sunstone to perform its services hereunder.
ARTICLE II
COMPENSATION & EXPENSES
A. COMPENSATION. In consideration for its services hereunder as transfer
agent and dividend disbursing agent, each Fund will pay to Sunstone such
compensation as provided in Schedule C.
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B. EXPENSES. The Trust on behalf of each Fund also agrees to promptly
reimburse Sunstone for all out-of-pocket expenses or disbursements incurred by
Sunstone in connection with the performance of services under this Agreement
including, but not limited to, expenses for postage, express delivery services,
freight charges, envelopes, checks, drafts, forms (continuous or otherwise),
specially requested reports and statements, bank account service fees and
charges, telephone calls, telegraphs, stationery supplies, outside printing and
mailing firms, magnetic tapes, reels or cartridges (if sent to a Fund or to a
third party at a Fund's request) and magnetic tape handling charges, on-site and
off-site record storage, media for storage of records (e.g., microfilm,
microfiche, optical platters, computer tapes and disks), computer equipment
installed at a Fund's request at a Fund's or a third party's premises,
telecommunications equipment, telephone/telecommunication lines between the
Trust and its agents, on one hand, and Sunstone on the other, proxy soliciting,
processing and/or tabulating costs, second site back-up computer facility,
transmission of statement data for remote printing or processing, and
transaction fees to the extent any of the foregoing are paid by Sunstone.
C. PAYMENT PROCEDURES.
1. Amounts due hereunder shall be due and paid by the respective
Fund on or before the fifteenth (15th) day after the date of the statement
therefor (the "Due Date"). Service fees are billed monthly, and out-of-pocket
expenses are billed as incurred (unless prepayment is requested by Sunstone). If
requested by Sunstone, postage and other out-of-pocket expenses are payable in
advance, and in the event requested, postage is due at least seven days prior to
the anticipated mail date. In the event Sunstone requests advance payment,
Sunstone shall not be obligated to incur such expenses or perform the related
service(s) until payment is received. Sunstone may, at its option, arrange to
have various service providers submit invoices directly to the Funds for payment
of out-of-pocket expenses reimbursable hereunder. The Trust is aware that its
failure to pay all amounts in a timely fashion so that they will be received by
Sunstone on or before the Due Date will give rise to costs to Sunstone not
contemplated by this Agreement, including but not limited to carrying,
processing and accounting charges. Accordingly, in the event that any amounts
due hereunder are not received by Sunstone by the Due Date, the Trust shall pay
a late charge equal to one and one-half percent (1.5%) per month or the maximum
amount permitted by law, whichever is less. In addition, the Trust shall pay
all costs of collection, including reasonable attorney's fees and court costs,
of Sunstone. The parties hereby agree that such late charge represents a fair
and reasonable computation of the costs incurred by reason of late payment or
payment of amounts not properly due. Acceptance of such late charge shall in no
event constitute a waiver of a Fund's breach or prevent Sunstone from exercising
any other rights and remedies available to it.
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ARTICLE III
PROCESSING AND PROCEDURES
A. ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. Sunstone acknowledges that it has received a copy of each Fund's
Prospectus (as hereinafter defined), which Prospectus describes how sales and
redemptions of shares of each Fund shall be made and Sunstone agrees to accept
purchase orders and redemption requests with respect to Fund shares on each Fund
Business Day in accordance with such Prospectus. "Fund Business Day" shall be
deemed to be each day on which the New York Stock Exchange is open for trading,
and "Prospectus" shall mean the last Fund prospectus actually received by
Sunstone from the Fund with respect to which the Fund has indicated a
registration statement under the 1933 Act has become effective, including the
Statement of Additional Information, incorporated by reference therein.
2. On each Fund Business Day Sunstone shall, as of the time at which
the net asset value of each Fund is computed, issue to and redeem from the
accounts specified in a purchase order or redemption request in proper form and
accepted by the Trust, which in accordance with the Prospectus is effective on
such day, the appropriate number of full and fractional Shares based on the net
asset value per Share of the respective Fund specified in an advice received on
such Fund Business Day from or on behalf of the Fund.
3. Upon the issuance of any Shares in accordance with this
Agreement, Sunstone shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Fund in connection with such
issuance of any Shares.
4. Sunstone shall not be required to issue any Shares after it has
received from an Authorized Person or from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and Sunstone shall be entitled to rely upon such written
notification.
5. Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, Sunstone shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable federal law, make payment in accordance with
the Fund's redemption and payment procedures described in the Prospectus.
6. (a) Except as otherwise provided in sub-paragraph (b) of this
paragraph, Shares will be transferred or redeemed upon presentation to Sunstone
of instructions properly endorsed for exchange, transfer or redemption,
accompanied by such documents as the Trust and Sunstone deem necessary to
evidence the authority of the person making such transfer or redemption, and
bearing satisfactory evidence of the payment of stock transfer taxes. Sunstone
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that the instructions are valid and genuine, and for that purpose it will
require, unless otherwise instructed by an
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Authorized Person or except as provided in sub-paragraph (b) of this paragraph,
a guarantee of signature by an "Eligible Guarantor Institution" as that term is
defined by SEC Rule 17Ad-15. Sunstone also reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the requested transfer or
redemption is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or redemptions which Sunstone, in its
judgment, deems improper or unauthorized, or until it is satisfied that there is
no reasonable basis to any claims adverse to such transfer or redemption.
Sunstone may, in effecting transfers and redemptions of Shares, rely upon those
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from time
to time, applicable to the transfer of securities, and shall not be responsible
for any act done or omitted by it in good faith in reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, Sunstone shall be fully protected
by each Fund in not requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation, any signature
guarantees, in connection with a redemption, exchange or transfer of Shares
whenever Sunstone reasonably believes that requiring the same would be
inconsistent with the transfer and redemption procedures as described in the
Prospectus.
7. Notwithstanding any provision contained in this Agreement to the
contrary, Sunstone shall not be required or expected to require, as a condition
to any transfer or redemption of any Shares pursuant to a computer tape or
electronic data transmission, any documents to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
8. In connection with each purchase and each redemption of Shares,
Sunstone shall send such statements as are prescribed by the Federal securities
laws applicable to transfer agents or as described in the Prospectus. It is
understood that certificates representing Shares will not be offered by the
Trust or available to investors.
9. Procedures for effecting purchase, redemption or transfer
transactions accepted from investors by telephone or other methods shall be
established by mutual agreement between the Trust and Sunstone and consistent
with the terms of the Prospectus. Sunstone upon notice to the Trust may
establish such additional procedures, rules and regulations governing the
purchase, redemption or transfer of Shares, as it may deem advisable and
consistent with the Prospectus and such rules and regulations generally adopted
by mutual fund transfer agents. Sunstone shall not be liable, and shall be held
harmless by the Trust, for its actions or omissions which are consistent with
the foregoing procedures.
10. Prior to the effective date of any increase or decrease in the
total number of Shares authorized to be issued, or the issuance of any
additional Shares of a Fund pursuant to stock dividends, stock splits,
recapitalizations, capital adjustments or similar transactions, the Trust agrees
to deliver to Sunstone such documents, certificates, reports and legal opinions
as Sunstone may reasonably request.
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B. DIVIDENDS AND DISTRIBUTIONS.
1. The Trust shall furnish to Sunstone a copy of a resolution of its
Board of Directors, certified by an Authorized Person, either (i) setting forth
the date of the declaration of a dividend or distribution, the date of accrual
or payment, as the case may be, thereof, the record date as of which
shareholders entitled to payment, or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distribution, the payment
date on which all previously accrued and unpaid dividends are to be paid, and
the total amount, if any, payable to Sunstone on such payment date, or (ii)
authorizing the declaration of dividends and distributions on a daily or other
periodic basis and authorizing Sunstone to rely on a certificate of an
Authorized Person setting forth the information described in subsection (i) of
this paragraph.
2. In connection with a reinvestment of a dividend or distribution
of Shares of a Fund, Sunstone shall as of each Fund Business Day as specified in
a certificate or resolution described in paragraph 1, issue Shares of the Fund
based on the net asset value per Share of such Fund specified in an advice
received from or on behalf of the Fund on such Fund Business Day.
3. Upon the mail date specified in such certificate or resolution,
as the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name of
Sunstone on behalf of a Fund, an amount of cash, if any, sufficient for Sunstone
to make the payment, as of the mail date, specified in such Certificate or
resolution, as the case may be, to the Shareholders who were of record on the
record date. Sunstone will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as of the record
date. Sunstone shall not be liable for any improper payments made in accordance
with a certificate or resolution described in the preceding paragraph. If
Sunstone shall not receive from the Custodian sufficient cash to make payments
of any cash dividend or distribution to all shareholders of the Fund as of the
record date, Sunstone shall, upon notifying the Fund, withhold payment to all
shareholders of record as of the record date until sufficient cash is provided
to Sunstone.
4. It is understood that Sunstone in its capacity as transfer agent
and dividend disbursing agent shall in no way be responsible for the
determination of the rate or form of dividends or capital gain distributions due
to the shareholders pursuant to the terms of this Agreement. It is further
understood that Sunstone shall file with the Internal Revenue Service and
shareholders such appropriate federal tax forms concerning the payment of
dividend and capital gain distributions but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable law.
C. RECORDS.
1. Sunstone shall keep such records as are specified in Schedule D
hereto in the form and manner, and for such period, as it may deem advisable but
not inconsistent with the rules and regulations of appropriate government
authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. Sunstone
may deliver to the Trust from time to time at Sunstone's
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discretion, for safekeeping or disposition by the Trust in accordance with law,
such records, papers and documents accumulated in the execution of its duties as
such transfer agent, as Sunstone may deem expedient, other than those which
Sunstone is itself required to maintain pursuant to applicable laws and
regulations. The Trust shall assume all responsibility for any failure
thereafter to produce any record, paper, canceled Share certificate, or other
document so returned, if and when required. To the extent required by Section
31 of the 1940 Act and the rules and regulations thereunder, the records
specified in Schedule D hereto maintained by Sunstone, which have not been
previously delivered to the Trust pursuant to the foregoing provisions of this
paragraph, shall be considered to be the property of the Trust, shall be made
available upon request for inspection by the officers, employees, and auditors
of the Trust, and shall be delivered to the Trust promptly upon request and in
any event upon the date of termination of this Agreement, in the form and manner
kept by Sunstone on such date of termination or such earlier date as may be
requested by the Trust.
2. Sunstone agrees to keep all records and other information
relative to the Trust, the Funds and their shareholders confidential. In case
of any requests or demands for the inspection of the shareholder records of a
Fund, Sunstone will endeavor to notify the Fund promptly and to secure
instructions from an Authorized Person as to such inspection. Sunstone reserves
the right, however, to exhibit the shareholder records to any person whenever it
believes there is a reasonable likelihood that Sunstone will be held liable for
the failure to exhibit the shareholder records to such person; provided,
however, that in connection with any such disclosure Sunstone shall promptly
notify the Trust that such disclosure has been made or is to be made.
Notwithstanding the foregoing, Sunstone may disclose information when requested
by a shareholder concerning an account as to which such shareholder claims a
legal or beneficial interest or when requested by the Trust, the shareholder or
the dealer of record as to such account.
ARTICLE IV
CONCERNING THE TRUST
A. REPRESENTATIONS. The Trust represents and warrants to Sunstone that:
(a) It is a business trust duly organized and existing under the laws
of the State of Delaware, it is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement, and
all requisite proceedings have been taken to authorize it to enter into and
perform this Agreement.
(b) It is an investment company registered under the 1940 Act.
(c) A registration statement under the 1933 Act with respect to the
Shares is effective. The Trust shall notify Sunstone if such registration
statement or any state securities registrations have been terminated, lapse or a
stop order has been entered with respect to the Shares.
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B. COVENANTS.
1. The Trust will provide to Sunstone copies of all amendments to
its Declaration of Trust and By-laws made after the date of this Agreement. If
requested by Sunstone, each copy of the Declaration of Trust and By-laws of the
Trust and copies of all amendments thereto shall be certified by the Secretary
of the Trust.
2. The Trust shall deliver to Sunstone the Fund's currently
effective Prospectus and, for purposes of this Agreement, Sunstone shall not be
deemed to have notice of any information contained in such Prospectus until a
reasonable time after it is actually received by Sunstone.
3. All requisite steps will be taken by the Trust from time to time
when and as necessary to register the Trust's shares for sale in all states in
which the Trust's shares shall at the time be offered for sale and require
registration. If at any time the Trust receives notice of any stop order or
other proceeding in any such state affecting such registration or the sale of
Trust shares, or of any stop order or other proceeding under the federal
securities laws affecting the sale of Trust shares, the Trust will give prompt
notice thereof to Sunstone.
4. The Trust will comply with all applicable requirements of the
1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, blue
sky laws, and any other applicable laws, rules and regulations.
5. The Trust agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of Sunstone
hereunder, it shall advise Sunstone of such proposed change at least 30 days
prior to the intended date of the same, and shall proceed with such change only
if it shall have received the written consent of Sunstone thereto, which shall
not be unreasonably withheld.
ARTICLE V
CONCERNING THE TRANSFER AGENT
A. REPRESENTATIONS. Sunstone represents and warrants to the Fund that:
(a) It is a limited liability company duly organized and existing
under the laws of the State of Wisconsin, is empowered under applicable law and
by its Articles of Organization and Operating Agreement to enter into and
perform this Agreement, and all requisite proceedings have been taken to
authorize it to enter into and perform this Agreement.
(b) It is duly registered as a transfer agent under Section 17A of
the Securities Exchange Act of 1934, as amended, to the extent required.
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B. LIMITATION OF LIABILITY; INDEMNIFICATION.
1. Sunstone shall use reasonable care and act in good faith in
providing services under this Agreement, but shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or omissions to act
or otherwise, in the absence of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this Agreement. Sunstone
shall not be liable in acting upon any writing or document reasonably believed
by it to have been signed or made by an Authorized Person or verbal instructions
which the individual receiving the instructions on behalf of Sunstone reasonably
believes to have been given by an Authorized Person, and Sunstone shall not be
held to have any notice of any change of authority of any person until receipt
of written notice thereof from a Fund or such person.
2. The Trust on behalf of the Funds agrees to indemnify and hold
harmless Sunstone, its employees, agents, members, officers and nominees from
and against any and all claims, demands, actions and suits, whether groundless
or otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Sunstone's actions taken or
nonactions with respect to the performance of services under this Agreement or
based, if applicable, upon reliance on information, records, instructions (oral
or written) or requests given or made to Sunstone by the Funds, its officers,
directors, agents or representatives; provided that this indemnification shall
not apply to actions or omissions of Sunstone in cases of its own willful
misfeasance or gross negligence, and further provided that prior to confessing
any claim against it which may be the subject of this indemnification, Sunstone
shall give the Funds written notice of and reasonable opportunity to defend
against said claim in its own name or in the name of Sunstone. The indemnity
and defense provisions provided hereunder shall indefinitely survive the
termination of this Agreement.
3. Sunstone assumes no responsibility hereunder, and shall not be
liable, for any damage, loss of data, errors, delay or any other loss whatsoever
caused by events beyond its reasonable control. Sunstone will, however, take
all reasonable steps to minimize service interruptions for any period that such
interruption continues beyond Sunstone's control.
4. In no event and under no circumstances shall either party to this
Agreement be liable to anyone, including, without limitation to the other party,
for consequential or punitive damages for any act or failure to act under any
provision of this Agreement even if advised of the possibility thereof.
5. Notwithstanding any of the provisions of this Agreement to the
contrary, Sunstone shall be under no duty or obligation under this Agreement to
inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the authority of a Fund,
as the case may be, to request such sale or issuance;
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(b) The legality of a transfer of Shares, or of a redemption of
any Shares, the propriety of the amount to be paid therefor, or the authority of
a Fund, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by a Fund,
or the legality of the issue of any Shares in payment of any stock dividend, or
the legality of any recapitalization or readjustment of Shares.
ARTICLE VI
TERM
1. This Agreement shall remain in full force and effect until
December __, 1999 (the "Initial Term"), and thereafter shall automatically
extend for additional, successive twelve (12) month terms unless earlier
terminated as provided below.
2. Either of the parties hereto may terminate this Agreement after
the Initial Term by giving to the other party a notice in writing specifying the
date of such termination, which shall be not less than ninety (90) days after
the date of receipt of such notice. In the event such notice is given by a
Fund, it shall be accompanied by a copy of a resolution of the Board of Trustees
of the Trust, certified by the Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by Sunstone, the Fund shall
on or before the termination date, deliver to Sunstone a copy of a resolution of
its Board of Trustees certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Fund, the Fund shall upon the date specified in the
notice of termination of this Agreement and delivery of the records maintained
hereunder, be deemed to be its own transfer agent and Sunstone shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement. Fees
and out-of-pocket expenses incurred by Sunstone, but unpaid by a Fund upon such
termination, shall be immediately due and payable upon and notwithstanding such
termination.
3. In the event this Agreement is terminated as provided herein,
Sunstone, upon the written request of the Trust, shall deliver the records of
the Trust to the Trust or its successor transfer agent in the form maintained by
Sunstone. The Trust shall be responsible to Sunstone for all out-of-pocket
expenses and for the reasonable costs and expenses associated with the
preparation and delivery of such media, including: (a) any custom programming
requested by the Trust in connection with the preparation of such media; (b)
transportation of forms and other materials used in connection with the
processing of Fund transactions by Sunstone; and (c) transportation of records
and files in the possession of Sunstone. Sunstone shall not reduce the level of
service provided to the Trust following notice of termination by the Trust.
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ARTICLE VII
MISCELLANEOUS
A. NOTICES. Any notice required or to be permitted to be given by
either party to the other shall be in writing and shall be deemed to have been
given when sent by registered or certified mail, postage prepaid, return receipt
requested, as follows: Notice to Sunstone shall be sent to Sunstone Investor
Services, LLC, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000,
Attention: Xxxxxx X. Xxxxxxx, and notice to the Trust shall be sent to The
Marsico Investment Fund, 0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxx.
B. AMENDMENTS/ASSIGNMENTS.
1. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the formality of
this Agreement.
2. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This Agreement
shall not be assignable by either party without the written consent of the other
party except that Sunstone may assign this Agreement to an affiliate with
advance written notice to the Trust.
C. WISCONSIN LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin (except as to paragraph D
hereof which shall be construed in accordance with Delaware law). If any part,
term or provision of this Agreement is determined by the courts or any
regulatory authority having jurisdiction over the issue to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
D. MISCELLANEOUS. This Agreement is executed by or on behalf of the Trust
with respect to each of the Funds and the obligations hereunder are not binding
upon any of the Trustees, officers or shareholders of the Trust individually but
are binding only upon the Funds to which such obligations pertain and the assets
and property of such Funds. The Trust's Certificate of Trust is on file with
the Secretary of State of Delaware.
E. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
F. NON-EXCLUSIVE; OTHER AGREEMENTS. The services of Sunstone hereunder
are not deemed exclusive and Sunstone shall be free to render similar services
to others. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements
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entered into among the parties hereto and any actions taken or omitted by any
party hereunder shall not affect any rights or obligations of any other party
hereunder.
G. CAPTIONS. The captions in the Agreement are included for convenience
of reference only, and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officer, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as the day and year
first above written.
SUNSTONE INVESTOR SERVICES LLC THE XXXXXXX INVESTMENT FUND
By: By:
--------------------------- --------------------------
(Signature) (Signature)
--------------------------- --------------------------
(Name) (Name)
--------------------------- --------------------------
(Title) (Title)
--------------------------- --------------------------
(Date Signed) (Date Signed)
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SCHEDULE A
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
THE XXXXXXX INVESTMENT TRUST
AND
SUNSTONE INVESTOR SERVICES LLC
NAME OF FUNDS
The Xxxxxxx Focus Fund
The Xxxxxxx Growth & Income Fund
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SCHEDULE B
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
THE XXXXXXX INVESTMENT TRUST
AND
SUNSTONE INVESTOR SERVICES LLC
SERVICES
/ / MAINTENANCE OF SHAREHOLDER ACCOUNTS
X Maintain records for each shareholder account;
X Scan account documents for electronic storage;
X Record changes to shareholder account information;
X Maintain account documentation files for each shareholder; and
X Establish and maintain retirement plan accounts.
/ / SHAREHOLDER SERVICING AND SHAREHOLDER TRANSACTIONS
X Respond to written and telephone (recorded lines) inquiries from
shareholders for information about their accounts;
X Process shareholder purchase and redemption orders, including those of
automatic investment and systematic withdrawal plans;
X Set up account information, including address, dividend options,
taxpayer identification numbers and wire instructions;
X Issue transaction confirmations;
X Process transfers and exchanges;
X Process dividend payments by check, wire or ACH or purchase new shares
through dividend reinvestment; and
X Issue customer statements.
/ / COMPLIANCE REPORTING AND PROXY PROCESSING
X Provide required reports to the Securities and Exchange Commission,
the National Association of Securities Dealers and the states in which
each fund is registered;
X Prepare and distribute to the Internal Revenue Service required
Internal Revenue Service forms 1099, 1042, 5498 and 945 relating to
earned income and capital gains;
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X Issue tax withholding reports to the Internal Revenue Service; and
X Mail, process and tabulate proxies.
/ / DEALER/LOAD PROCESSING (IF APPLICABLE)
X Provide dealer access through NSCC's FundSERV;
X Calculate fees due under 12b-1 plans for distribution and marketing
expenses; and
X Issue periodic statements for broker/dealers and interested parties.
/ / TELEPHONE SERVICE REPRESENTATIVES ON-LINE ACCESS
X Respond to shareholder or dealer inquiries related to:
/ / Account registration;
/ / Share balances;
/ / Account options;
/ / Dividend and capital gain distribution status;
/ / Withholding status;
/ / Transaction dates and types;
/ / Shares traded;
/ / External account number;
/ / Address;
/ / Customer or account type;
/ / Dealer, branch and rep information;
/ / Dollars available/not available in the account;
/ / Shares purchased/redeemed today;
/ / Dividend accrual, current dividend period; and
/ / Market value of shares.
/ / STANDARD REPORTS
X Shareholder base analysis (monthly)
X New account listing (weekly)
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X Purchases, redemptions, exchanges (monthly)
X Servicing summary (quarterly)
X Rule 12b-1 reports (quarterly)
OTHER SERVICE FEATURES
In addition to the standard features listed above, Sunstone's system offers
additional features to meet specialized needs.
/ / SPECIALIZED NEEDS
X 12b-1 fee calculations
X Multiple account look-up options
X Cross-fund account queries
X Cross-account queries
X Consolidated statements
X Duplicate statements to third parties
X Cross-fund dividend reinvestment
X Fund-level processing options
X Correspondence system capabilities
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SCHEDULE C
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
THE XXXXXXX INVESTMENT TRUST
AND
SUNSTONE INVESTOR SERVICES LLC
FEE SCHEDULE
- BASE FEES
ANNUAL
SHAREHOLDER
TYPE OF FUND ACCOUNT FEE MINIMUM ANNUAL FEE PER
OPEN/CLOSED FUND
----------------------------------------------------------------------
Equity,
Fixed Income
and Balanced $14.00/$3.00 $15,000
Money Market
and Daily
Accrual and
Fixed Income $22.00/$3.00 $20,000
The base fee assumes a single class of shares, availability of automatic
investment plans and systematic withdrawal plans, quarterly or less
frequent dividend distributions for equity funds, monthly dividends on
fixed income and money market funds, annual capital gains distributions,
and includes all standard reports.
- ADDITIONAL FEES TO BE ADDED TO BASE FEE
TYPE OF SERVICE OF ANNUAL MINIMUM ANNUAL FEE
FUND FUNCTION SHAREHOLDER PER FUND
ACCOUNT FEE
----------------------------------------------------------------------
Multiple class --- 25% of base fee
minimum (per class)
17
- ONE-TIME SET-UP FEES
New funds set up (per fund) $2,000
NSCC Fund/SERV and Networking set-up (per fund group) 2,500
Remote access set-up (per location) 500
Voice Response Unit (VRU) set-up 2,000
- ACCOUNT MAINTENANCE AND PROCESSING FEES
(per occurrence)
Initial account set-up charge $3.00
Omnibus account transaction $2.50
Certificate issuance $4.00
Locating lost shareholders $8.00
- OUT-OF-POCKET EXPENSES
Per statement confirmation and check processing $0.25
Per tax form processing $0.15
Per label printing for proxy or marketing purposes $0.05
Production of ad hoc reports starting at $100
Bulk mailings/insert handling charge
- 1 insert $0.06
- 2 - 3 inserts $0.08
- 4 or more inserts as quoted
Bank account service fees and any other bank charges at cost
Statement paper, check stock, envelopes, tax forms at cost
Postage and express delivery charges at cost
Telephone and long distance charges at cost
Fax charges at cost
P.O. box rental at cost
800-phone number at cost
Inventory and records storage at cost
Fund/SERV charges at cost
Monthly remote access user charges
- First user and password $250
- Additional users and passwords (each) $100
Remote access line charge at cost
- ADDITIONAL FEES
(which may be passed on to shareholders)
Outgoing wire fee varies by bank
Account transcripts older than 2 years $5.00
(per year, per fund)
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Non-sufficient funds varies by bank
XXX/SEP/SIMPLE/403(b) processing
- Annual maintenance or custodial fee (per account) $15.00
- Account termination (transfer or rollover) $15.00
- CUSTOM PROGRAMMING
Additional fees may apply for special programming to meet your servicing
requirements or to create custom reports.
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SCHEDULE D
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
THE XXXXXXX INVESTMENT TRUST
AND
SUNSTONE INVESTOR SERVICES LLC
RECORDS MAINTAINED BY SUNSTONE
Account applications
Canceled certificates plus stock powers and supporting documents
Checks including check registers, reconciliation records, any adjustment records
and tax withholding documentation
Indemnity bonds for replacement of lost or missing stock certificates and checks
Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Funds
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