TRANS ADVISER FUNDS, INC.
TRANSFER AGENCY AGREEMENT
AGREEMENT made the 22nd day of September 1995, between Trans Adviser
Funds, Inc. (the "Corporation"), a corporation organized under the laws of the
State of Maryland with its principal place of business at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxx 00000, and Forum Financial Corp. ("FFC"), a corporation
organized under the laws of the State of Delaware with its principal place of
business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000.
WHEREAS, the Corporation is registered under the Investment Company Act
of 1940 as an open-end management investment company and may issue its shares of
common stock, no par value, in separate series and classes; and
WHEREAS, the Corporation desires that FFC perform certain transfer
agency and related services for each series of the Corporation, and class
thereof, that currently exists or in the future may be created, and FFC is
willing to perform those services on the terms and conditions set forth in this
Agreement; and
WHEREAS, FFC has agreed to act as transfer agent for the purpose of
recording the transfer, issuance and redemption of Shares of the Corporation,
transferring the Shares of the Corporation, disbursing dividends and other
distributions to Shareholders, filing various tax forms, mailing shareholder
information and receiving and responding to various shareholder inquiries;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Corporation and FFC do hereby agree as follows:
SECTION 1. APPOINTMENT
The Corporation hereby appoints FFC as its transfer agent and FFC
agrees to act in such capacity upon the terms set forth in this Agreement.
SECTION 2. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified, insofar as the context will allow:
(a) Act: The term "Act" shall mean the Investment Company Act of 1940,
as amended from time to time.
(b) Board: The term "Board" shall mean the Board of Directors of the
Corporation.
(c) Class: The term "Class" shall mean any future classes of each
Series listed in Appendix A or any class of any Series that the Corporation
shall subsequently establish.
(d) Custodian; Custodian Agreement: The term "Custodian" shall mean The
First National Bank of Boston, or any successor or other custodian acting as
such for any current or future Series of the Corporation. The term "Custodian
Agreement" shall mean the agreement or agreements between the Corporation and
the Custodian or Custodians providing for custodial services to the Corporation.
(e) Corporation: The term "Corporation" shall mean Trans Adviser Funds,
Inc.
(f) Fund Accountant: The term "Fund Accountant" shall mean FFC or any
successor thereto that is responsible for calculating each Funds' net asset
value and maintaining its accounting books and records.
(g) Fund Business Day: The term "Fund Business Day" shall mean each day
that a Fund is open for trading as defined in a Fund's then current prospectus.
(h) Oral Instruction: The term "Oral Instruction" shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FFC in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
FFC to be a person or persons authorized by a resolution of the Board of
Directors of the Corporation to give Oral Instructions on behalf of the
Corporation. Each Oral Instruction shall specify whether it is applicable to all
of the Corporation or to a specific Series or Class.
(i) Prospectus: The term "Prospectus" shall mean the then-current
prospectus forming a part of an effective Registration Statement of the
Corporation under the Securities Act of 1933, as amended, and the Act covering
the Shares of a Series or Class as the case may be, as the same may be amended
or supplemented from time to time.
(j) Series: The term "Series" shall mean each series listed in Appendix
A or any series that the Corporation shall subsequently establish.
(k) Share Certificates: The term "Share Certificates" shall mean the
certificates evidencing ownership of Shares of a series or class.
(l) Shareholders: The term "Shareholders" shall mean the registered
owners from time to time of the Shares, as reflected on the share registry
records of the Corporation.
(m) Shares: The term "Shares" shall mean the issued and outstanding
shares of common stock of the Corporation, or any series or class of the
Corporation, including any fractions thereof.
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(n) Valuation Time: The term "Valuation Time" shall mean, with respect
to each Series, the time at which the Series' net asset value is calculated, as
disclosed in the Series' Prospectus.
(o) Written Instructions: The term "Written Instructions" shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FFC in original writing containing original signatures, or a
copy of such document transmitted by facsimile, including transmission of such
signature, or other mechanical or documentary means at the request of a person
or persons reasonably believed in good faith by FFC to be a person or persons
authorized by a resolution of the Board to give Written Instructions on behalf
of the Corporation. Each Written Instruction shall specify whether it is
applicable to all of the Corporation or a specific Series or Class.
SECTION 3. SHARE CERTIFICATES
The Corporation shall furnish to FFC a supply of blank Share
Certificates of each Class of each Series and, from time to time, will renew
such supply upon FFC's request. Blank Share Certificates shall be signed
manually or by facsimile signatures of officers of the Corporation authorized to
sign by the by-laws of the Corporation and, if required by FFC, shall bear the
Corporation's seal or a facsimile thereof.
SECTION 4. ISSUANCE OF SHARES
FFC shall make original issues of Shares of each Class of each Series
in accordance with Section 11, and the Corporation's then current Prospectus,
upon receipt of (i) Written Instructions requesting the issuance, (ii) a
certified copy of a resolution of the Board authorizing the issuance, (iii)
necessary funds for the payment of any original issue tax applicable to such
Shares, and (iv) an opinion of the Corporation's counsel as to the legality and
validity of the issuance, which opinion may provide that it is contingent upon
the filing by the Corporation of an appropriate notice with the Securities and
Exchange Commission, as required by Rule 24f-2 under the Act. If the opinion
described in (iv) above is contingent upon a filing under Rule 24f- 2, the
Corporation shall fully indemnify FFC for any liability arising from the failure
of the Corporation to comply with that rule.
SECTION 5. TRANSFER OF SHARES
Transfers of Shares of each Class of each Series shall be registered on
the Shareholder records maintained by FFC. In registering transfers of Shares,
FFC may rely upon the Uniform Commercial Code as in effect in the State of
Maryland or any other statutes that, in the opinion of FFC's counsel, protect
FFC and the Corporation from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry or (iv) refusing
registration whenever an adverse claim requires such refusal. As Transfer Agent,
FFC will be responsible for delivery
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to the transferor and transferee of such documentation as is required by the
Uniform Commercial Code or any other statutes.
SECTION 6. ISSUANCE AND TRANSFER OF SHARE CERTIFICATES
Subject to the provisions of Section 8, new Share Certificates shall be
issued by FFC upon surrender of outstanding Share Certificates in the form
deemed by FFC to be properly endorsed for transfer and satisfactory evidence of
compliance with all applicable laws relating to the payment or collection of
taxes. FFC shall forward Share Certificates in "non-negotiable" form by
first-class or registered mail, or by whatever means FFC deems equally reliable
and expeditious. While in transit to the addressee, all deliveries of Share
Certificates shall be insured as FFC deems appropriate. FFC shall not mail Share
Certificates in "negotiable" form unless requested in writing by the Corporation
and fully indemnified by the Corporation to FFC's satisfaction. FFC may issue
new Share Certificates in place of those lost, destroyed or stolen, upon
receiving indemnity satisfactory to FFC, and may issue new Share Certificates in
exchange for, and upon surrender of, mutilated Share Certificates as FFC deems
appropriate. Unless otherwise directed by the Corporation, FFC may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Corporation. The
Corporation shall file promptly with FFC approval, adoption or ratification of
such action as may be required by law or FFC. All share certificates submitted
for transfer or replacement shall be marked "canceled" or destroyed by FFC
following the issuance in lieu of the Share Certificate of a new or replacement
Share Certificate or shares not evidenced by a Share Certificate.
SECTION 7. MAINTENANCE OF STOCK RECORDS
FFC shall maintain customary stock registry records for each Class of
each Series, noting the issuance, transfer or redemption of Shares and the
issuance and transfer of Share Certificates. FFC will also maintain for each
Class of each Series an account entitled "Unissued Certificate Account" (or
similar name) in which it will record the Shares issued and outstanding from
time to time for which issuance of Share Certificates has not been requested.
FFC is authorized to keep records for each Class of each Series, containing the
names and addresses of record of Shareholders, and the number of Shares from
time to time owned by them for which no Share Certificates are outstanding. Each
Shareholder account will be assigned a single account number for each Class of
each Series, even though Shares for which Certificates have been issued will be
accounted for separately.
SECTION 8. RECORDS REFLECTING ISSUANCES AND REDEMPTIONS
FFC shall issue Share Certificates for Shares only upon receipt of a
written request from a Shareholder. If Shares are purchased without such
request, FFC shall merely note on its stock registry records the issuance of the
Shares and credit the Unissued Certificate Account and the respective
Shareholders' accounts with the Shares. Whenever Shares owned by Shareholders
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are surrendered for redemption, FFC shall make appropriate entries in the stock
transfer records and debit the Unissued Certificate Account, if appropriate, and
the record of issued Shares outstanding; and shall cancel any Share Certificate
surrendered for redemption.
SECTION 9. RELIANCE BY FFC
In performing its duties hereunder, FFC may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper reasonably
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned or executed or authorized by a duly-authorized person or
persons, or by the Corporation, or upon the advice of counsel for the
Corporation or for FFC. FFC may record any transfer of Share Certificates which
it reasonably believes in good faith to have been duly-authorized, or may refuse
to record any transfer of Share Certificates if, in good faith, it deems such
refusal necessary in order to avoid any liability on the part of either the
Corporation or FFC. The Corporation agrees to indemnify and hold harmless FFC
from and against any and all losses, claims, damages, liabilities or expenses
that it may suffer or incur by reason of such good faith reliance, action or
failure to act.
SECTION 10. INSPECTION OF RECORDS
FFC shall notify the Corporation of any request or demand for the
inspection of the Corporation's share records. FFC shall abide by the
Corporation's instructions for granting or denying the inspection; provided,
however, that FFC may grant the inspection without such instructions if it is
advised by counsel to FFC that failure to do so will result in liability to FFC.
SECTION 11. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) Shares shall be issued to investors at the net asset value next
determined after FFC receives a completed purchase order.
(b) A purchase order shall be complete when FFC receives:
(i) an instruction directing investment in a Series or
Class of a Series of the Corporation;
(ii) a check or wire in the amount designated in the
instruction; and,
(iii) in the case of an initial purchase, a completed
account application; or,
(iv) the information required for purchases pursuant to a
selected dealer agreement, processing organization
agreement, or a similar contract with a financial
intermediary.
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(c) Shares issued after receipt of a completed purchase order shall be
eligible to receive dividend and capital gain distributions:
(i) in the case of Series that do not declare dividends
daily, on the next Fund Business Day after FFC receives
the completed purchase order;
(ii) in the case of Series that are money market funds, on
the same Fund Business Day as FFC receives Federal Funds;
and,
(iii) in the case of Series, other than money market
funds, that declare dividends daily, on the next Fund
Business Day after FFC receives Federal Funds.
(d) Shareholder payments shall be considered Federal Funds no later
than on the day indicated below unless such other times shall be noted in a
Prospectus:
(i) for a wire received, at the time of the receipt of
the wire;
(ii) for a check drawn on a member bank of the Federal
Reserve System and received prior to 4:00 p.m.(Eastern
Time) on a Fund Business Day, on the Fund Business Day
following receipt;
(iii) for a check drawn on a member bank of the Federal
Reserve System and received at or after 4:00 p.m. (Eastern
time) on a Fund Business Day, on the second Fund Business
Day following receipt; and
(iv) for a check drawn on an institution that is not a
member of the Federal Reserve System, at such time as the
Transfer Agent actually receives Federal funds in respect
of that check.
SECTION 12. COMPUTATION OF NET ASSET VALUE; CONFIRMATIONS
(a) On each Fund Business Day, as soon as possible after each Valuation
Time for a Series, FFC shall obtain from the Fund Accountant a quotation (on
which it may conclusively rely) of the net asset value for each Class of the
Series as of that Valuation Time. FFC shall use the net asset value determined
as of the Valuation Time to compute the number of Shares of each Class of a
Series to be purchased and the aggregate purchase proceeds to be deposited with
the Custodian based on the completed purchase orders received by FFC on that day
prior to the Valuation Time for the Series. FFC shall thereupon pay the
Custodian the aggregate net asset value of shares of each Class of the Series
purchased for which payment has been received by FFC.
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(b) As necessary but no more frequently than once daily (unless a more
frequent basis is agreed to by FFC), FFC shall issue the proper number of Shares
to be purchased pursuant to subsection (a) above. Promptly thereafter FFC shall
send written confirmation of such purchase to the Custodian and the Corporation
or Fund Accountant.
(c) FFC shall also credit each Shareholder's separate account with the
number of Shares purchased by such Shareholder. FFC shall promptly thereafter
mail written confirmation of the purchase to each Shareholder and to the
Corporation if requested. Each confirmation shall indicate the prior Share
balance, the new Share balance, the amount invested and the price paid for the
newly-purchased Shares.
SECTION 13. SHARE REDEMPTIONS
Prior to each Valuation Time for a Series on each Fund Business Day, as
specified in accordance with Section 12, FFC shall process all requests to
redeem Shares of each Series or Class of the Series in accordance with Section
8. Upon confirmation of the net asset value by the Fund Accountant, FFC shall
notify the Corporation and the Custodian of the redemption amount, apply the
redemption proceeds in accordance with Section 14 and the Prospectus, record the
redemption in the stock registry books, and debit the redeemed Shares from the
Unissued Certificates Account, if appropriate, and the account of the
Shareholder, and xxxx "canceled" or destroy any Share Certificates evidencing
the redeemed shares.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, FFC may, at the request of the Corporation, sell Shares of
each class of each Series to the Corporation as repurchases from Shareholders,
provided that the sale price is not less than the applicable redemption price.
The redemption procedures shall then be appropriately modified. The Corporation
may authorize FFC by Written Instruction to effect any redemptions upon
provision of an indemnity satisfactory in form to FFC.
SECTION 14. REDEMPTION PROCEEDS
The proceeds of redemption shall be remitted by FFC in accordance with
the Prospectus as follows:
(a) By check mailed to the Shareholder at the Shareholder's address of
record. The redemption request and Share Certificates, if any, for Shares being
redeemed must reflect a guarantee of the owner's signature as described in
Section 24; or
(b) By other procedures commonly followed by mutual funds, as set forth
in the Prospectus and in a Written Instruction from the Corporation and mutually
agreed upon by the Corporation and FFC. For purposes of redemption of shares of
any Class of any Series that have been purchased by check within fifteen (15)
days prior to receipt of the redemption request, the Corporation shall provide
FFC with Written Instructions concerning the time within which
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such requests may be honored. The authority of FFC to perform its
responsibilities under Sections 12 and 13 shall be suspended if FFC receives
notice of the suspension of the determination of the net asset value of any
series of the Corporation.
SECTION 15. DIVIDENDS
Upon the declaration with respect to a Series or Class of a Series of
each dividend and capital gain distribution by the Board, the Corporation shall
notify FFC of the date of such declaration, the amount payable per Share, the
record date for determining the Shareholders entitled to payment, and the
payment and reinvestment date. On or before each payment date the Corporation
will transfer, or cause the Custodian to transfer, to FFC the total amount of
the dividend or distribution currently payable. FFC will, as of the ex-dividend
date, reinvest all dividends and distributions in additional Shares of the same
Series or Class of a Series and promptly mail to each Shareholder at his address
of record, a statement showing the number of Shares (rounded to three decimal
places) of that Class then owned by the Shareholder and the net asset value of
such Shares, or transmit such information in accordance with any arrangement
between the Shareholder and FFC; provided, however, that if a Shareholder elects
to receive dividends and distributions in cash, FFC shall prepare a check in the
appropriate amount and mail it to the Shareholder at the Shareholder's address
of record within five (5) Fund Business Days after the designated payment date
or transmit the appropriate amount in Federal Funds in accordance with any
arrangement between the Shareholder and FFC.
SECTION 16. BOOKS AND RECORDS
(a) The Corporation shall deliver or cause to be delivered over to FFC
(i) an accurate list of Shareholders of the Corporation, showing each
Shareholder's address of record, number of Shares owned and whether such Shares
are represented by outstanding Share Certificates or by non-certificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by FFC under this
Agreement (collectively referred to as the "Materials"). The Corporation shall
indemnify and hold harmless FFC from and against any and all losses, claims,
damages, liabilities or expenses arising out of or in connection with any error,
omission, inaccuracy or other deficiency of the Materials, or out of the failure
of the Corporation to provide any portion of the Materials or to provide any
information in the Corporation's possession needed by FFC to knowledgeably
perform its functions.
(b) FFC shall prepare and maintain or cause to be prepared and
maintained records in such form for such periods and in such locations as may be
required by applicable regulations, all documents and records relating to the
services provided to the Corporation pursuant to this Agreement required to be
maintained pursuant to the Act, rules and regulations of the Securities and
Exchange Commission, the Internal Revenue Service and any other national, state
or local government entity with jurisdiction over the Corporation. The books and
records pertaining to the Corporation which are in possession of FFC shall be
the property of
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the Corporation. The Corporation, or the Corporation's authorized
representatives, shall have access to such books and records at all times during
FFC's normal business hours. Upon the reasonable request of the Corporation,
copies of any such books and records shall be provided promptly to the
Corporation or the Corporation's authorized representatives. In the event the
Corporation designates a successor to any of FFC's obligations hereunder, FFC
shall, in good faith and at the expense and direction of the Corporation,
transfer to such successor all relevant books, records and other data
established or maintained by FFC under this Agreement.
SECTION 17. COOPERATION WITH INDEPENDENT ACCOUNTANTS
FFC shall cooperate with the Corporation's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 18. OTHER SERVICES
In addition to the services described above, FFC will perform other
services for the Corporation as mutually agreed upon in writing from time to
time, including but not limited to preparing and filing federal tax forms with
the Internal Revenue Service, mailing federal tax information to Shareholders,
mailing Shareholder reports, preparing the annual list of Shareholders, mailing
notices of Shareholders' meetings, proxies and proxy statements and tabulating
proxies. FFC shall answer certain Shareholder inquiries related to their share
accounts and other correspondence requiring an answer from the Corporation.
SECTION 19. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
FFC, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund Business Day. Functions or duties normally scheduled to be
performed on any day which is not a Fund Business Day shall be performed on, and
as of, the next Fund Business Day, unless otherwise required by law.
SECTION 20. DELEGATION OF DUTIES TO SUB-TRANSFER AGENTS
FFC may subcontract any or all of its duties under this agreement to
one or more qualified sub-transfer agents, shareholder servicing agents, or
processing agents, who agree to comply with the terms of FFC's agreement with
the Corporation. Among the services provided by such agents may be: processing
trades through automated interfaces with brokers and institutions; answering
customer inquiries regarding account matters; assisting shareholders in
designating and changing various account options; aggregating and processing
purchase and redemption orders and transmitting and receiving funds for
shareholder orders; transmitting, on behalf of the Corporation, proxy
statements, prospectuses and shareholder reports to shareholders and tabulating
proxies; processing dividend payments and providing subaccounting
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services for Fund shares held beneficially; and providing such other services as
the Corporation or a shareholder may request. Such sub-transfer agents,
shareholder servicing agents, or processing agents may be affiliates of FFC. The
Fund will bear any fees or expenses charged to FFC by such sub-transfer agents.
SECTION 21. COMPENSATION
(a) The Corporation agrees to pay to FFC compensation for its services
as set forth in Appendix B attached hereto, or as shall be set forth in written
amendments to Appendix B approved by the Corporation and FFC from time to time.
These fees shall be paid monthly in advance. Fees will begin to accrue for each
Series on the latter of the effective date of this Agreement or the date of
commencement of operations of such Series.
(b) FFC shall be reimbursed for its reasonable out of pocket and
ancillary costs incurred in providing any transfer agency services hereunder,
including the cost of (or appropriate share of the cost of): (i) any and all
forms and stationery used or specially prepared for the purpose; (ii) postage;
(iii) telephone services; (iv) bank fees, including wire charges,
telecommunications equipment, DDA account and transaction charges; (v)
electronic or facsimile transmission; (vi) any fees or expenses charged to FFC
by sub-transfer agents as provided in Section 20 of the Agreement; and, (vii)
any items the Corporation is responsible for as described in the Corporation's
agreements with Trans Financial Trust and Investment Services, Inc.,
Xxxxxxxxxxxx & Associates, FFC, or Forum Financial Services, Inc. The
Corporation shall reimburse FFC for all reasonable expenses and employee time
attributable to any review of the Corporation's accounts and records by the
Corporation's independent public accountants or any regulatory body outside of
routine and normal periodic reviews. In the event that this agreement is
terminated and a successor transfer agent is appointed, FFC shall be reimbursed
for reasonable charges and disbursements associated with promptly transferring
to the successor transfer agent the original or copies of all books and records
maintained by FFC hereunder, and cooperating with, and providing reasonable
assistance to, the successor transfer agent in the establishment of the books
and records necessary to carry out the successor transfer agent's
responsibilities.
(c) FFC may, with the consent of the Corporation, which consent shall
not be withheld unreasonably, subcontract the performance of all, or any portion
of, the services to be provided hereunder with respect to any Shareholder or
group of Shareholders to any Processing Organization or agent of FFC and may
reimburse any such Processing Organization or agent for the services it
performs; provided that no such reimbursement will increase the amount payable
by the Corporation pursuant to this Agreement.
(d) Except as permitted by this Agreement with regard to indemnity, the
foregoing shall be full and complete compensation and reimbursement for all
FFC's expenses incurred in connection with the services contemplated by this
Agreement, and FFC shall be entitled to no additional expense reimbursement or
other payments of any nature.
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SECTION 22. TAXES
FFC shall not be liable for any taxes, assessments or governmental
charges that may be levied or assessed on any basis whatsoever in connection
with the Corporation or any Shareholder, excluding taxes assessed against FFC
for compensation received by it hereunder.
SECTION 23. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) FFC shall use its best judgment and efforts in rendering the
services described in this agreement. FFC shall not be liable to the Corporation
for any action or inaction of FFC in the absence of bad faith, willful
misconduct or gross negligence or based upon information, instructions or
requests with respect to a Fund made to FFC by an officer of the Corporation
duly authorized. FFC shall not be responsible or liable for any failure or delay
in performance of its obligations under this Agreement caused by circumstances
beyond its reasonable control.
(b) The Corporation agrees to indemnify and hold harmless FFC, its
employees, agents, officers and trustees against and from any and all claims,
judgments, losses, charges (including attorneys' fees) and other reasonable
expenses arising out of FFC's actions or omissions that are consistent with the
standard of care set forth in paragraph (a) of this section.
(c) FFC agrees to indemnify and hold harmless the Corporation, its
employees, agents, officers and trustees against and from any and all claims,
judgments, losses, charges (including attorneys' fees) and other reasonable
expenses arising out of FFC's actions or omissions that are inconsistent with
the standard of care set forth in paragraph (a) of this section.
(d) Neither party shall be required to indemnify the other if, prior to
confessing any claim against it which may be subject to indemnification, the
indemnified party does not give the indemnifying party written notice of, and
reasonable opportunity to defend against, the claim.
SECTION 24. SIGNATURE GUARANTEES
Upon receipt of Written Instructions, FFC is authorized to make payment
upon redemption of Shares or otherwise effect any transaction or class of
transaction without a signature guarantee, and the Corporation hereby agrees to
indemnify and hold FFC harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands or losses whatsoever arising out of or in
connection with such payment or transactions if made in accordance with such
Written Instructions. Signature guarantees may be provided by any eligible
institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, that is authorized to guarantee signatures, and is acceptable to FFC.
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SECTION 25. ADOPTION OF PROCEDURES
The parties hereto may adopt procedures as may be appropriate or
practical under the circumstances, and FFC may conclusively rely on the
determination of the Corporation that any procedure that has been approved by
the Corporation does not conflict with or violate any requirement of its
Articles of Incorporation, Bylaws or Registration Statement, or any rule,
regulation or requirement of any appropriate regulatory body.
SECTION 26. BOARD RESOLUTIONS
The Corporation shall file with FFC a certified copy of the operative
resolution of the Board authorizing the execution of Written Instructions or the
transmittal of Oral Instructions.
SECTION 27. RETURNED CHECKS
In the event that any check or other order for the payment of money is
returned unpaid for any reason, FFC shall promptly notify the Corporation of the
non-payment.
SECTION 28. NOTICES
Any notice or other communication required by or permitted to be given
in connection with this Agreement shall be in writing and shall be delivered in
person, or by first-class mail, postage prepaid, or by overnight or two-day
private mail service to the respective party. Notice to the Corporation shall be
given as follows until further notice:
Trans Adviser Funds, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Notice to FFC shall be given as follows until further notice:
Forum Financial Corp.
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
SECTION 29. REPRESENTATIONS AND WARRANTIES
The Corporation represents and warrants to FFC that the execution and
delivery of this Agreement by the undersigned officer of the Corporation has
been duly and validly authorized by resolution of the Board. FFC represents and
warrants to the Corporation that the execution and delivery of this Agreement by
the undersigned officer of FFC has also been duly and validly authorized.
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SECTION 30. EFFECTIVENESS, DURATION AND TERMINATION
(a) Effectiveness. This Agreement shall become effective as of the date
first above written with respect to existing series of the Corporation, and
shall relate to every other Series as of the date on which the Corporation's
Registration Statement relating to the shares of such Series becomes effective.
(b) Duration. This Agreement shall remain in effect indefinitely.
(c) Termination. This Agreement may be terminated with respect to any
Series, or Class thereof, without the payment of any penalty, (i) by a vote of a
majority of the Corporation's Board on 60 days' written notice to FFC or (ii) by
FFC on not less than 60 days' written notice to the Corporation. Such
termination shall be effective as of the date specified in the notice. Upon
receiving notice of termination by FFC, the Corporation shall use its best
efforts to obtain a successor transfer agent. Upon receipt of written notice
from the Corporation of the appointment of the successor transfer agent and Oral
or Written Instructions, and upon payment to FFC of all fees owed through the
effective termination date, and reimbursement for reasonable charges and
disbursements (as described in Section 19), FFC shall promptly transfer to the
successor transfer agent the original or copies of all books and records
maintained by FFC hereunder including, in the case of records maintained on
computer systems, copies of such records in machine-readable form, and shall
cooperate with, and provide reasonable assistance to, the successor transfer
agent in the establishment of the books and records necessary to carry out the
successor transfer agent's responsibilities. For so long as FFC continues to
perform any of the services contemplated by this Agreement after termination of
this Agreement (as agreed to by the Corporation and FFC), the provisions of
Sections 19 and 21 hereof shall continue in full force and effect.
SECTION 31. CONFIDENTIALITY
FFC agrees to treat all records and other information related to the
Corporation as proprietary information of the Corporation and, on behalf of
itself and its employees, to keep confidential all such information, except that
FFC may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the Securities and Exchange
Commission;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information when approved in writing by the
Corporation, which approval shall not be unreasonably withheld and may not be
withheld where FFC may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to
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divulge such information by duly constituted authorities or when so requested by
the Corporation.
SECTION 32. MISCELLANEOUS
(a) Modifications And Amendments. No provisions of this Agreement may
be amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto.
(b) Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
(c) Construction If Provision Deemed Illegal Or Invalid. If any part,
term or provision of this Agreement is held 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) Section And Paragraph Headings. Section and Paragraph headings in
this Agreement are included for convenience only and are not to be used to
construe or interpret this Agreement.
(e) Notices. Notices, requests, instructions and communications
received by the parties at their respective principal addresses, or at such
other address as a party may have designated in writing, shall be deemed to have
been properly given.
(f) Successors And Assigns. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the
Corporation without the written consent of FFC, or by FFC, without the written
consent of the Corporation authorized or approved by a resolution of the Board.
(g) Governing Law. This Agreement shall be governed by the laws of the
State of Maryland.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
TRANS ADVISER FUNDS, INC.
------------------------
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President
FORUM FINANCIAL CORP.
/s/ Xxxx X. Xxxxxx
------------------------
Xxxx X. Xxxxxx
President
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TRANS ADVISER FUNDS, INC.
TRANSFER AGENCY AGREEMENT
Appendix A
SERIES OF
TRANS ADVISER FUNDS, INC.
as of September 22, 1995
Growth/Value Fund
Aggressive Growth Fund
Intermediate Bond Fund
Kentucky Tax-Free Fund
Tennessee Tax-Free Fund
Money Market Fund
TRANS ADVISER FUNDS, INC.
TRANSFER AGENCY AGREEMENT
Appendix B
FEES
For its services hereunder, FFC will receive fees calculated as follows:
(i) a fee of $12,000 per year with respect to each series, such amounts to be
computed and paid monthly in advance by the Corporation; (ii) Annual Shareholder
Account Fees of $25.00 per shareholder account; such fees to be paid monthly and
computed as of the last business day of the prior month; (iii) for series with
multiple share classes, an additional fee of $12,000 per additional class per
year; and (iv) out-of-pocket expenses billed at cost.
The rates set forth above shall remain fixed through December 31, 1996.
