TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE PILLAR FUNDS
and
STATE STREET BANK AND TRUST COMPANY
1E-Domestic/Trust
TABLE OF CONTENTS
PAGE
1. Terms of Appointment: Duties of the Bank................................ 1
2. Fees and Expenses....................................................... 4
3. Representations and Warranties of the Bank.............................. 4
4. Representations and Warranties of the Fund.............................. 5
5. Wire Transfer Operating Guidelines...................................... 5
6. Data Access and Proprietary Information................................. 7
7. Indemnification......................................................... 8
8. Standard of Care........................................................10
9. Covenants of the Fund and the Bank .....................................10
10. Termination of Agreement................................................11
11. Assignment..............................................................11
12. Amendment...............................................................12
13. Massachusetts Law to Apply..............................................12
14. Force Majeure...........................................................12
15. Consequential Damages...................................................12
16. Merger of Agreement.....................................................12
17. Limitations of Liability of the Trustees & Shareholders.................12
18. Counterparts............................................................13
19. Reproduction of Documents...............................................13
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the lst day of May, 1998, by and between THE PILLAR FUNDS,
having its principal office and place of business at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Fund") and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent, dividend
disbursing agent, custodian of certain retirement plans and agent in connection
with certain other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints the Bank to act as, and the Bank agrees to act
as its transfer agent for the Fund's authorized and issued units of its
beneficial interest, of each class of each of the funds listed on Schedule
A, each an open-end investment company registered under the Investment
company Act of 1940, as amended ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of
the Fund ("Shareholders") and set out in the currently effective
prospectuses and statement of additional information ("prospectus") of the
Fund, including, without limitation, any periodic investment plan or
periodic withdrawal program.
1.2 The Bank agrees that it will perform the following services in accordance
with the Fund's then current prospectuses:
(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase or exchange of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund (the
"Custodian");
(ii) Pursuant to purchase, orders, issue the appropriate number of
Shares, hold such Shares in the appropriate Shareholder account
and, with respect to exchange orders, redeem the appropriate
number of Shares;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly and
broker-dealers authorized by the Fund, calculate front-end sales
loads, contingent deferred sales charges and dealer commissions
and reallowances as set forth in the Fund's then current
prospectus, and provide periodic reports relating to the same to
the Fund or its designee;
(v) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vii) Prepare and transmit payments (or where appropriate credit a
Shareholder account) for dividends and distributions declared by
the Fund:
(viii) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and protesting the Bank
and the Fund, and the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(x) Record the issuance of Shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of Shares of
the Fund which are authorized, based upon data provided to it by
the Fund, and issued and outstanding. The Bank shall also provide
the Fund on a regular basis with the total number of Shares which
are authorized and issued and outstanding and shall have no
obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Fund; and
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(xi) In the event any check or other order for the transfer of money
is returned unpaid, the Bank shall cancel the purchase of Shares
and take such other steps as the Fund may instruct to protect the
Fund and the Bank from financial loss.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i)
perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing, filing and mailing to Shareholders U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends, distributions and Share transactions for
any and all Shareholders, preparing and mailing confirmation forms and
statements of accounts to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholders accounts, responding to Shareholder telephone calls and
Shareholder correspondence, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information and
(ii) provide a system which will enable the Fund to monitor the total
number of Shares sold in each State.
(c) In addition, the Fund or its administrator shall (i) identify to the
Bank in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Bank for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement between
the Fund and the Bank per the attached service responsibility
schedule. The Bank may at times perform only a portion of these
services and the Fund or its agent may perform these services on the
Fund's behalf.
(e) The Bank shall make reports to the Fund and its Trustees concerning
the performance of its services hereunder as the parties may
reasonably agree upon.
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(f) The Bank shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.
2. FEES AND EXPENSES
2.1 For the performance by the Bank pursuant to this Agreement, the Fund agrees
to pay the Bank an annual maintenance fee for each Shareholder account as
set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.2 below may
be changed from time to time subject to mutual written agreement between
the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees to
reimburse the Bank for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm, microfiche,
mailing and tabulating proxies, records storage, or advances incurred by
the Bank for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by the Bank at the request or with
the consent of the Fund, will be reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses within five days
following the receipt of the respective billing notice. Postage for mailing
of dividends, proxies, Fund reports and other mailings to all Shareholder
accounts shall be advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
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3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.6 It is, and shall continue to be, duly registered as a transfer agent
pursuant to Section 17A of the Securities and Exchange Act of 1934 and such
other provisions of law as required and shall continue to be so for the
term of this Agreement; and shall comply with all applicable federal and
state laws in the performance of its services under this Agreement.
3.7 It will not accept or process any checks (commonly known as "third party
checks") made payable to prospective or existing Shareholders tendered to
the Bank for the purchase of Shares.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
5. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE
5.1 The Bank is authorized to promptly debit the appropriate Fund accounts(s)
upon the receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds transfer and
in the amount of money that the Bank has been instructed to transfer. The
Bank shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
request, unless the
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payment order specifies a later time. All payment order and communications
received after this the customary deadline will be deemed to have been
received the next business day.
5.2 The Fund acknowledges that the Security Procedure it has designated on the
Fund Selection Form was selected by the Fund from security procedures
offered by the Bank. The Fund shall restrict access to confidential
information relating to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Fund must notify the Bank
immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in the Fund's
authorized personnel. The Bank shall verify the authenticity of all Fund
instructions according to the Security Procedure.
5.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take procedure and govern.
5.4 The Bank reserves the right to decline to process or delay the processing
of a payment order which (a) is in excess of the collected balance in the
account to be charged at the time of the Bank's receipt of such payment
order; (b) if initiating such payment order would cause the Bank, in the
Bank's sole judgement, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Bank; or (c) if
the Bank, in good faith, is unable to satisfy itself that the transaction
has been properly authorized.
5.5 The Bank shall use reasonable efforts to act on all authorized requests to
cancel or amend payment orders received in compliance with the Security
Procedure provided that such requests are received in a timely manner
affording the Bank reasonable opportunity to act. However, the Bank assumes
no liability if the request for amendment or cancellation cannot be
satisfied.
5.6 The Bank shall assume no responsibility for failure to detect any erroneous
payment order provided that the Bank complies with the payment order
instructions as received and the Bank complies with the Security Procedure.
The Security Procedure is established for the purpose of authenticating
payment orders only and not for the detection of errors in payment orders.
5.7 The Bank shall assume no responsibility for lost interest with respect to
the refundable amount of any unauthorized payment order, unless the Bank is
notified of the unauthorized payment order with thirty (30) days of
notification by the Bank of the acceptance of such payment order. In no
event (including failure to execute a payment order) shall the Bank be
liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.
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5.8 When the Fund initiates or receives Automated Clearing House ("ACH") credit
and debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England Clearing
House Association, the Bank will act as an Originating Depository Financial
Institution and/or Receiving Depository Financial Institution, as the case
may be, with respect to such entries. Credits given by the Bank with
respect to an ACH credit entry are provisional until the Bank receives
final settlement for such entry from the Federal Reserve Bank. If the Bank
does not receive such final settlement, the Fund agrees that the Bank shall
receive a refund of the amount credited to the Fund in connection with such
entry, and the party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
5.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within twenty four (24) hours, notice of which may be delivered
through the Bank's proprietary information systems, or by facsimile or
call-bank. Fund must report any objections to the execution of an order
within thirty (30) days.
6. DATA ACCESS AND PROPRIETARY INFORMATION
6.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's ability to
access certain Fund-related data ("Customer Data") maintained by the Bank
on data bases under the control and ownership of the Bank or other third
party ("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary Information") of
substantial value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. It is expressly
understood, however, that Customer Data, which includes data provided to
the Bank by or on behalf of the Fund and records belonging to the Fund
pursuant to Section 31 of the Investment Company Act of 1940, as amended
(and the Rules thereunder), will not be deemed to be part of the Data
Access Services or Proprietary Information. The Fund agrees to treat all
Proprietary Information as proprietary to the Bank and further agrees that
it shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Bank and solely in accordance with the Bank's
applicable user documentation;
(b) to refrain from copying or duplication in any way the Proprietary
Information;
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(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other location,
except with the prior written consent of the Bank and except Customer
Data;
(e) that the Fund shall have access only to Customer Data Except as
otherwise agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect
at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under other
federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Fund notifies the Bank that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely manner
to correct such failure. Organizations from which the Bank may obtain
certain data include in the Data Access Services are solely responsible for
the contents of such data and the Fund agrees to make no claim against the
Bank arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS (PROVIDED THAT THE BANK SHALL
CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE
THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN THE BANK'S CONTROL.
THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Fund include the ability to originate
electronic instructions to the Bank in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or
other information, then in such event the Bank shall be entitled to rely on
the validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in conformity
with the Security Procedure established by the Bank from time to time and
selected by the Fund.
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7. INDEMNIFICATION
7.1 Provided that the Bank has met the standard of care set forth in Section
7.2, the Bank shall not be responsible for, and the Fund shall indemnify
and hold the Bank harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out
of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation of warranty of the Fund
hereunder.
(c) The reasonable reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which
(i) are received by the Bank or its agents or subcontractors and
furnished or performed by or on behalf of the Fund, and (ii) have been
prepared, maintained or performed by the Fund or any other person or
firm on behalf of the Fund including but not limited to any previous
transfer agent or registrar.
(d) The reliance on any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination or
ruling by any federal or any state agency with respect to the offer or
sale of such Shares.
7.2 Any time the Bank may apply to any officer of the Fund for instructions,
and may consult with legal counsel with respect to any matter arising in
connection with the services in to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall be liable
and shall be indemnified by the Fund for any action taken or omitted by it
in reliance upon such instructions or upon the opinion of such counsel
(provided such counsel is reasonably satisfactory to the Fund). The Bank
and such agents and subcontractors shall be protected and indemnified in
acting upon any paper or document, reasonable believed to be genuine and to
have been signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or such agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt
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of written notice thereof from the Fund. The Bank, and such agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this Section 7
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank or any agent or subcontractor, the Bank
shall promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The Fund
shall have the option to either (i) participate in the defense of such
claim, or (ii) assume the full defense of such claim and defend against
said claim in its own name or in the name of the Bank or the agent or
subcontractor involved, in which case the Fund shall not bear the fees and
expenses of any additional counsel retained by the Bank or any agent or
subcontract. The Bank and such agents and subcontractors shall in no case
confess any claim or make any compromise in any case in which the Fund may
be required to indemnify the Bank or such agents or subcontractors except
with the Fund's prior written consent.
8. STANDARD OF CARE
The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not
be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees.
9. COVENANTS OF THE FUND AND THE BANK
9.1 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Bank and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
9.2 The Bank hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates,
check forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms
and devices.
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9.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner required by law and as it may deem
advisable. To the extent required by Section 31 of the Investment Company
Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all
such records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Fund on and in
accordance with its request. Additionally, the Bank will make reasonably
available to the Fund and its authorized representatives records maintained
by the Bank pursuant to this Agreement for reasonable inspection, use and
audit, and will take all reasonable action to assist the Fund's independent
accountants in rendering their opinion.
9.4 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law.
Except as provided in Section 9.5 hereof, the Bank agrees on behalf of
itself and its directors, officers, employees and agents to treat
confidentially and as proprietary information of the Fund all records and
other information relative to the Fund and prior, present or potential
Shareholders of the Fund (and clients of said Shareholders), and not to use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder.
9.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.
10. TERMINATION OF AGREEMENT
10.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other, and may be terminated immediately
by the Fund if the Bank ceases to be qualified as the Fund's transfer agent
in accordance with applicable law.
10.2 Should the Fund exercise its right to terminate, and provided that the Bank
has not breached this agreement, all out-of-pocket expenses associated with
the movement of records and material will be borne by the Fund.
Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated
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with such termination that the parties may mutually agree upon.
11. ASSIGNMENT
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Fund, subcontract
for the performance hereof with (i) Boston Financial Data Services, Inc., a
Massachusetts corporation ("BFDS") which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934,
as amended ("Section 17A(c)(2)"), (ii) a BFDS affiliate: provided, however,
that the Bank shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as its is for its own acts and omissions.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executive
by both parties and authorized or approved by a resolution of the Board of
Trustees of the Fund.
13. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
14. FORCE MAJEURE
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonable beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
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16. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Declaration of Trust of the Fund is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees, officers or Shareholders of the
Fund individually but are binding only upon the assets and property of the
Fund.
18. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
19. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilms,
micro-card, miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
THE PILLAR FUNDS
BY:[illegible signature]
----------------------------------
ATTEST:
[illegible signature]
----------------------------
STATE STREET BANK AND TRUST COMPANY
BY:[illegible signature]
-----------------------------
Executive Vice President
ATTEST:
[illegible signature]
---------------------------
00
XXXXX XXXXXX BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
SERVICE PERFORMED RESPONSIBILITY
BANK FUND
1. Receives orders for the purchase of Shares. X
2. Issue Shares and hold Shares in Shareholders accounts. X
3. Receive redemption requests. X
4. Effect transactions 1-3 above directly with broker-dealers. X
5. Pay over monies to redeeming Shareholders. X
6. Effect transfers of Shares. X
7. Prepare and transmit dividends and distributions. X
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and accurate
control book for each issue of securities. X
12. Mail proxy materials. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current Shareholders. X
15. Withhold taxes on U.S. resident and
non-resident alien accounts. X
16. Prepare and file U.S. Treasury Department forms. X
17. Prepare and mail account and confirmation statements
for Shareholders. X
18. Provide Shareholder account information. X
19. Blue sky reporting. X X
* Such services are more fully described in Section 1.2(a), (b) and (c) of
the Agreement.
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THE PILLAR FUNDS
BY:[illegible signature]
------------------------------
ATTEST:
[illegible signature]
-----------------------------
STATE STREET BANK AND TRUST COMPANY
BY:[illegible signature]
------------------------------
Executive Vice President
ATTEST:
[illegible signature]
---------------------------
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SCHEDULE A
THE PILLAR FUNDS
PRIME OBLIGATION MONEY MARKET FUND-CLASS S
U.S. TREASURY SECURITIES MONEY MARKET FUND-INSTITUTIONAL
U.S. TREASURY SECURITIES MONEY MARKET FUND-CLASS A
PRIME OBLIGATION MONEY MARKET FUND-INSTITUTIONAL
PRIME OBLIGATION MONEY MARKET FUND-CLASS A
TAX-EXEMPT MONEY MARKET FUND-INSTITUTIONAL
TAX-EXEMPT MONEY MARKET FUND-CLASS A
SHORT-TERM INVESTMENT FUND-INSTITUTIONAL
SHORT-TERM INVESTMENT FUND-CLASS A
FIXED INCOME FUND-INSTITUTIONAL
FIXED INCOME FUND-CLASS A
NEW JERSEY MUNICIPAL SECURITIES FUND-INSTITUTIONAL
NEW JERSEY MUNICIPAL SECURITIES FUND-CLASS A
EQUITY VALUE FUND-INSTITUTIONAL
EQUITY VALUE FUND-CLASS A
EQUITY INCOME FUND-INSTITUTIONAL
EQUITY INCOME FUND-CLASS A
MID CAP FUND-INSTITUTIONAL
MID CAP FUND-CLASS A
BALANCED FUND-INSTITUTIONAL
BALANCED FUND-CLASS A
PENNSYLVANIA MUNICIPAL SECURITIES FUND-INSTITUTIONAL
PENNSYLVANIA MUNICIPAL SECURITIES FUND-CLASS A
GNMA FUND-INSTITUTIONAL
GNMA FUND-CLASS A
U.S. TREASURY SECURITIES PLUS MONEY MARKET FUND
INTERNATIONAL GROWTH FUND-INSTITUTIONAL
INTERNATIONAL GROWTH FUND-CLASS A
EQUITY GROWTH FUND-INSTITUTIONAL
EQUITY GROWTH FUND-CLASS A
PRIME OBLIGATION MONEY MARKET FUND-CLASS B
FIXED INCOME FUND-CLASS B
EQUITY VALUE FUND-CLASS B
EQUITY INCOME FUND-CLASS B
BALANCED FUND-CLASS B
INTERNATIONAL GROWTH FUND-CLASS B
EQUITY GROWTH FUND-CLASS B
INSTITUTIONAL SELECT MONEY MARKET FUND
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