TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT is made as of this 4th day of March, 1993, by and between
the CoreFunds, Inc. (the "Fund"), a Maryland corporation, and SEI Financial
Management Corporation (the "Transfer Agent" or "SEI"), a Delaware corporation.
WHEREAS, the Fund is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Transfer Agent is a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Fund desires the Transfer Agent to provide, and the
Transfer Agent is willing to provide transfer agent and shareholder servicing
services to the Fund's portfolios, including all series thereof, listed in
Schedule A which is attached hereto and made a part of this Agreement, and such
other portfolios as the Fund and the Transfer Agent may agree on ("Portfolios"),
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Transfer Agent hereby agree as follows:
ARTICLE 1. Retention of the Transfer Agent. The Fund hereby retains the
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Transfer Agent to act as the Transfer Agent and Shareholder Servicing Agent of
the Portfolios and to furnish the Portfolios with the transfer agent and
shareholder servicing services as set forth below. The Transfer Agent hereby
accepts such employment to perform the duties set forth below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way and shall
not be deemed an agent of the Fund. All of the Transfer Agent's duties shall be
subject always to the objectives, policies and restrictions contained in the
Fund's current registration statement under the 1940 Act, to the Fund's Articles
of Incorporation and By-Laws, to the provisions of the 1940 Act, and to any
other guidelines that may be established by the Fund's Directors and which are
furnished to the Transfer Agent by the Fund.
ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as
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Transfer Agent for the Portfolios' accounts and, as such, will record in an
account (the "Account") the total number of units of beneficial interest
("Shares") of each Portfolio issued and outstanding from time to time and will
maintain Share transfer records in which it will note the names and registered
addresses of Shareholders, and the number of Shares from
time to time owned by each of them. Each Shareholder will be assigned one or
more account numbers.
The Transfer Agent is authorized to set up accounts for shareholders and
record transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in an appropriate amount and form as
provided in the Fund's then current prospectus. The Fund will not issue
certificates representing its Shares. Whenever Shares are purchased or issued,
the Transfer Agent shall credit the Account with the Shares issued, and credit
the proper number of Shares to the appropriate Shareholder.
Likewise, whenever the Transfer Agent has occasion to redeem Shares
owned by a Shareholder, the Fund authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
The Transfer Agent shall credit each Shareholder's account with the
number of units purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Fund's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
paid as set forth in the Fund's then current prospectus.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be as provided for
in the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Fund and the Transfer Agent.
If the Transfer Agent or the Fund's Distributor determines that a
request for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall effect such redemption at the price next determined
after receipt of documents complying with said standards.
On each day that the Fund's Custodian and the New York Stock Exchange
are open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of this Article 2, and the Fund shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as
to purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities
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and Exchange Commission or the Directors of the suspension of the determination
of the Fund's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion
of counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Fund warrants that it has or shall deliver to the Transfer Agent, as
transfer agent:
(a) a copy of the Articles of Incorporation of the Fund, incorporating
all amendments thereto, certified by the Secretary or Assistant
Secretary of the Fund;
(b) an opinion of counsel to the Fund with respect to (i) the legality
and continuing existence of the Fund, (ii) the legality of its
outstanding Shares of beneficial interest, and (iii) the number of
Shares authorized for issuance and stating that upon issuance they
will be validly issued and non-assessable; and
(c) the Fund's Secretary's or Assistant Secretary's certificate as to
the authorized outstanding Shares of the Fund, its address to which
notices may be sent, the names and specimen signatures of its
officers who are authorized to sign instructions or requests to the
Transfer Agent on behalf of the Fund, and the name and address of
legal counsel to the Fund. In the event of any future amendment or
change in respect of any of the foregoing, prompt written
notification of such change shall be given by the Fund to the
Transfer Agent, together with copies of all relevant resolutions,
instruments or other documents, specimen signatures, certificates,
opinions or the like as the Transfer Agent may deem necessary or
appropriate.
ARTICLE 3. Dividend Disbursing Agent. The Transfer Agent shall act as
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Dividend Disbursing Agent for the Fund's accounts and, as such, in accordance
with the provisions of the Fund's Articles of Incorporation and then current
prospectus, shall prepare and wire or credit income and capital gains
distributions to Shareholders (or instruct the Custodian to do so) after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable rules or regulations.
The Fund agrees that it shall promptly inform the Transfer Agent of the
declaration of any dividend or distribution on its Shares, and that on or before
the payment date of a distribution, it shall instruct the Custodian to make
available, at the instruction of the Dividend Disbursing Agent, sufficient funds
for the cash amount to be paid out. If a Shareholder is entitled to receive
additional Shares by virtue of any such distribution or dividend, appropriate
credits will be made to the Shareholder's account.
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In accordance with the prospectuses of the Portfolios and such
procedures as mutually agreed upon by the Fund, the Transfer Agent and the
Custodian, the Transfer Agent shall (a) arrange for issuance of shares obtained
through the Right of Accumulation, if any, and (b) arrange for the exchange of
shares for shares of such other funds as may be designated by the Fund.
ARTICLE 4. Other Services. The Transfer Agent will perform other
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services for the Fund as agreed from time to time, including, but not limited
to, preparation and mailing of appropriate federal income tax forms and returns
to the Internal Revenue Service, other appropriate taxing authorities and
Shareholders as the Fund is so required to prepare, file or mail by applicable
laws, rules and regulations; mailing the annual reports of the Fund to the
Shareholders; preparing an annual list of Shareholders; furnishing the Fund with
such reports regarding the sale and redemption of Shares as may be required in
order to comply with federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements to the Shareholders, for
all of which the Fund will pay the Transfer Agent's out-of-pocket expenses. In
addition, the Transfer Agent shall make reports to the Fund's Directors
concerning the performance of its obligations hereunder.
ARTICLE 5. Compensation of the Transfer Agent.
-----------------------------------
(A) Transfer Agent. For the services to be rendered, the facilities
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furnished and the expenses assumed by the Transfer Agent pursuant to
this Agreement, the Fund shall pay to the Transfer Agent
compensation at the rate specified in Schedule B which is attached
hereto and made a part of this Agreement. Such compensation shall be
accrued daily, and paid to the Transfer Agent monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Transfer
Agent's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above. Payment of the
Transfer Agent's compensation for the preceding month shall be made
promptly.
(B) Survival of Compensation Rights. All rights of compensation under
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this Agreement for services performed as of the termination date
shall survive the termination of this Agreement.
ARTICLE 6. Limitation of Liability of the Transfer Agent. The duties of
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the Transfer Agent shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Transfer Agent
hereunder. The
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Transfer Agent shall not be liable for any error of judgment or mistake of law
or for any act or omission in carrying out its duties hereunder, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby. (As used in this
Article 6, the term "Transfer Agent" shall include directors, officers,
employees, sub-contractors and other corporate agents of the Transfer Agent as
well as that corporation itself.)
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Fund assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses
and attorney's fees) arising directly or indirectly out of said administration,
transfer agency, and dividend disbursing relationships to the Fund or any other
service rendered to the Fund hereunder. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Transfer Agent will use all reasonable care to identify and
notify the Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Fund, but failure to do so in good faith shall not affect the rights
hereunder.
The Transfer Agent may apply to the Fund at any time for instructions
and may consult counsel for the Fund or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the Transfer
Agent's duties, and the Transfer Agent shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
ARTICLE 7. Activities of the Transfer Agent. The services of the
---------------------------------
Transfer Agent rendered to the Fund are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers, employees
and Shareholders of the Fund are or may be or become interested in the Transfer
Agent, as directors, officers, employees and
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shareholders or otherwise and that directors, officers, employees and
shareholders of the Transfer Agent and its counsel are or may be or become
similarly interested in the Fund, and that the Transfer Agent may be or become
interested in the Fund as a Shareholder or otherwise.
ARTICLE 8. Term of this Agreement. This Agreement shall remain in effect
-----------------------
until October 30, 1995 and shall continue in effect for successive periods of
three years subject to review at least annually by the Directors of the Fund.
SEI reserves the right to terminate this Agreement if the Administration
Agreement between the Fund and SEI is terminated for any reason. Upon
termination of this Agreement all out-of-pocket expenses associated with the
movement of records and material will be borne by the Fund.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 9. Amendments. This Agreement may be amended by the parties
-----------
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Fund, and (ii) by the vote of a majority of the
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Transfer Agent may conclusively assume that any special procedure which has been
approved by the Fund does not conflict with or violate any requirements of its
Articles of Incorporation, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 10. Certain Records. The Transfer Agent shall maintain customary
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records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Transfer Agent
on behalf of the Fund shall be prepared and maintained at the expense of the
Transfer Agent, but shall be the property of the Fund and will be made available
to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Transfer Agent shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Transfer Agent may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Transfer Agent against such liability.
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ARTICLE 11. Definitions of Certain Terms. The terms "interested person"
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and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. Notice. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Fund, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX, and if to the
Transfer Agent at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX.
ARTICLE 13. Governing Law. This Agreement shall be construed in
--------------
accordance with the laws of the state of Maryland and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the state of
Maryland, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 14. Multiple Originals. This Agreement may be executed in two or
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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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
COREFUNDS, INC.
By: /s/ XXXXX X. XXXXX
-------------------------------------
Xxxxx X. Xxxxx
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Xxxxx X. Xxxxxxx
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SCHEDULE A
TO THE TRANSFER AGENT AND SHAREHOLDER
SERVICES AGREEMENT DATED MARCH 4, 1993
BETWEEN
COREFUNDS, INC.
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to the Preamble, the Transfer Agent shall provide services to the
following Portfolios:
Treasury Reserve
Cash Reserve
Tax Free Reserve
Growth Equity
Value Equity
International Growth
Balanced
Government Income
Intermediate Bond
Intermediate-Term Municipal
Equity Index
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SCHEDULE B
TO THE TRANSFER AGENT AND SHAREHOLDER
SERVICES AGREEMENT DATED MARCH 4, 1993
BETWEEN
COREFUNDS, INC.
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 6, Section A, the Fund shall pay the Transfer Agent
compensation as follows:
the greater of -
$30,000 per portfolio per year or
--
$20.00 per money market account per year and
$15.00 per nonmoney market account per year
$ 2.00 per closed account
plus out-of-pocket costs, including, but not limited to: forms,
stationery, postage, toll-free lines, voice response system, microfilm,
microfiche, offsite storage, checkwriting books, terminals, proxy solicitation
and mailing, and any expenses incurred at the request of the Company such as
custom programming.
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PURCHASE AGREEMENT
Red Oak Cash Reserve Fund, Inc. (the "Fund"), a Maryland corporation,
and Fairfield Group, Inc. ("Fairfield"), a Pennsylvania corporation, hereby
agree with each other as follows:
1. The Fund hereby offers Fairfield and Fairfield hereby purchases
100,000 shares of Class A Common Stock (par value $.001 per share) of the Fund
(the "Shares") at a price of $1.00 per Share. Fairfield hereby acknowledges
receipt of one certificate representing the Shares, and the Fund hereby
acknowledges receipt from Fairfield of funds in the amount of $100,000 in full
payment for the Shares.
2. Fairfield represents and warrants to the Fund that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. Fairfield agrees that in the event any of the Shares are redeemed by
it or any other person during the period the expenses of organizing the Fund are
being amortized, the proceeds of said redemption payable by the Fund shall be
reduced by a pro rata portion of any organizational expenses that remain
unamortized at the time of redemption in the same proportion as the number of
Shares being redeemed bears to the number of Shares outstanding at the time of
redemption. If for any reason, because of the transfer of the Shares to a third
party or otherwise, the proceeds of any such redemption paid by the Fund are not
so reduced, Fairfield shall re-pay to the Fund an amount equal to the amount of
the reduction that would have resulted had the foregoing formula been applied
with respect to the Shares that were redeemed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 24th day of July, 1985.
(SEAL)
Attest: RED OAK CASH RESERVE FUND, INC.
/s/ By: /s/
---------------------------------- -------------------------------------
Secretary , President
(SEAL)
Attest: FAIRFIELD GROUP, INC.
/s/ By: /s/
---------------------------------- -------------------------------------
Ass't Secretary
