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FORM OF TRANSFER AGENCY AGREEMENT
BETWEEN
SATUIT CAPITAL MANAGEMENT TRUST
AND
AMERICAN DATA SERVICES, INC.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
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INDEX
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1. APPOINTMENT; DELIVERY OF DOCUMENTS......................................3
2. DUTIES OF ADS...........................................................4
3. RECORDKEEPING...........................................................7
4. ISSUANCE AND TRANSFER OF SHARES.........................................8
5. SHARE CERTIFICATES......................................................9
6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS..................10
7. FEES AND EXPENSES......................................................10
8. REPRESENTATIONS AND WARRANTIES.........................................11
9. INDEMNIFICATION........................................................12
10. PROPRIETARY INFORMATION.................................................14
11. EFFECTIVENESS, DURATION, AND TERMINATION................................14
12. ADDITIONAL FUNDS AND CLASSES............................................15
13. ASSIGNMENT..............................................................16
14. TAXES...................................................................16
15. MISCELLANEOUS...........................................................16
SCHEDULE A....................................................................1
(A) ACCOUNT MAINTENANCE CHARGE:...............................................1
(B) TRANSACTION FEES:.........................................................1
(C) 24 HOUR AUTOMATED VOICE RESPONSE:.........................................2
(D) FUND/SERV.................................................................2
(E) INTERNET ACCESS:..........................................................2
FEE INCREASES.................................................................2
(F) XXX PLAN FEES:............................................................2
(G) EXPENSES:.................................................................3
(H) SPECIAL REPORTS:..........................................................3
(I) SERVICE DEPOSIT:.........................................................3
(J) CONVERSION CHARGE: (EXISTING FUNDS ONLY)..................................4
SCHEDULE B....................................................................1
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SATUIT CAPITAL MANAGEMENT TRUST
FORM OF TRANSFER AGENCY AGREEMENT
AGREEMENT made this __ day of _____________, 2000, by and between the
Satuit Capital Management Trust, a Delaware business trust, having its principal
office and place of business at 0 Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the
"Trust"), and American Data Services, Inc., a New York corporation having its
principal office and place of business at the Hauppauge Corporate Center, 000
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("ADS").
WHEREAS, the Trust is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares ("Shares") in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets, and is authorized to divide those series into
separate classes; and
WHEREAS, the Trust offers shares in the series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 13, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of the classes of each Fund as listed in
Appendix A hereto (each such class together with all other classes subsequently
established by the Trust in a Fund being herein referred to as a "Class," and
collectively as the "Classes"); and
WHEREAS, the Trust desires to appoint ADS as its transfer agent and
dividend disbursing agent for each Fund and Class thereof and ADS desires to
accept such appointment on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and ADS hereby agree as follows:
1. APPOINTMENT; DELIVERY OF DOCUMENTS
(A) APPOINTMENT. The Trust, on behalf of each Fund, hereby appoints ADS to act
as, and ADS agrees to act as, (i) transfer agent for the authorized and
issued shares of common stock of the Trust representing interests in each
of the respective Funds and Classes thereof ("Shares"), (ii) dividend
disbursing agent and (iii) agent in connection with any accumulation,
open-account or similar plans provided to the registered owners of shares
of any of the Funds ("Shareholders") and set out in the currently effective
prospectuses and statements of additional information of the applicable
Fund, including, without limitation, any periodic investment plan or
periodic withdrawal program.
(B) DOCUMENT DELIVERY. The Trust has delivered to ADS copies of:
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(i) the Trust's Declaration of Trust, Trust Instrument and By-laws
(collectively, as amended from time to time, "Organic Documents"),
(ii) the Trust's Registration Statement and all amendments thereto filed
with the U.S. Securities and Exchange Commission ("SEC") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), or the
Investment Company Act of 1940, as amended (the "1940 Act")(the
"Registration Statement"),
(iii) the current Prospectus and Statement of Additional Information of
each Fund (collectively, as currently in effect and as amended or
supplemented, the "Prospectus"),
(iv) each current plan of distribution or similar document adopted by the
Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current
shareholder service plan or similar document adopted by the Trust
("Service Plan"), and
(v) The Trust shall promptly furnish ADS with all amendments of or
supplements to the foregoing and shall deliver to ADS a certified copy
of the resolution of the Board of Directors of the Trust (the "Board")
appointing ADS and authorizing the execution and delivery of this
Agreement.
2. DUTIES OF ADS
(a) TRANSFER AGENCY SERVICES. In accordance with procedures established from
time to time by agreement between the Trust on behalf of each of the Funds,
as applicable, and ADS, ADS will perform the following services:
(i) provide the services of a transfer agent, dividend disbursing agent
and, as relevant, agent in connection with accumulation, open-account
or similar plans (including without limitation any periodic investment
plan or periodic withdrawal program) that are customary for open-end
management investment companies including:
(A) maintaining all Shareholder accounts;
(B) preparing Shareholder meeting lists;
(C) mailing Shareholder reports and prospectuses to current
Shareholders;
(D) withholding taxes on U.S. resident and non-resident alien
accounts;
(E) preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required by federal authorities with
respect to distributions for Shareholders;
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(F) preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts; and,
(G) providing account information in response to inquiries from
Shareholders.
(ii) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefore to
the Custodian of the Fund authorized by the Board of Directors of the
Fund (the "Custodian"); or, in the case of a Fund's operating in a
master-feeder or fund of funds structure, to the transfer agent or
interest-holder recordkeeper for the master portfolios in which the
Fund invests;
(iii) pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(iv) receive for acceptance redemption requests and deliver the appropriate
documentation therefor to the Custodian or, in the case of Fund's
operating in a master-feeder or fund of funds structure, to the
transfer agent or interest-holder recordkeeper for the master
portfolios in which the Fund invests;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by
the Prospectus pursuant to which the redeemed Shares were offered and
as instructed by the redeeming Shareholders;
(vi) effect transfers of Shares upon receipt of appropriate instructions
from Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the
Trust with respect to Shares;
(viii) issue share certificates and replacement share certificates for
those share certificates alleged to have been lost, stolen, or
destroyed upon receipt by ADS of indemnification satisfactory to ADS
and protecting ADS and the Trust and, at the option of ADS, issue
replacement certificates in place of mutilated share certificates upon
presentation thereof without requiring indemnification;
(ix) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (I.E., wire redemption charges) and prepare
and transmit payments to underwriters, selected dealers and others for
commissions and service fees received;
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(x) track shareholder accounts by financial intermediary source and
otherwise as requested by the Trust and provide periodic reporting to
the Trust or its administrator or other agent;
(xi) maintain records of account for and provide reports and statements to
the Trust and Shareholders as to the foregoing;
(xii) 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.
(xiii) provide a system which will enable the Trust to calculate the total
number of Shares of each Fund and Class thereof sold in each State.
(B) OTHER SERVICES. ADS shall provide the following additional services on
b behalf of the Trust and such other services agreed to in writing by the
Trust and ADS:
(i) monitor and make appropriate filings with respect to the escheatment
laws of the various states and territories of the United States; and
(c) BLUE SKY MATTERS. The Trust or its administrator or other agent
(i) shall identify to ADS in writing those transactions and assets to be
treated as exempt from reporting for each state and territory of the
United States and for each foreign jurisdiction (collectively
"States"); and
(ii) shall monitor the sales activity with respect to Shareholders
domiciled or resident in each State.
(d) SAFEKEEPING. ADS shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control,
preparation and use of share certificates, check forms, and facsimile
signature imprinting devices. ADS shall establish and maintain facilities
and procedures reasonably acceptable to the Trust for safekeeping of all
records maintained by ADS pursuant to this Agreement.
(e) COOPERATION WITH ACCOUNTANTS. ADS shall cooperate with each Fund's
independent public accountants and shall take reasonable action to make all
necessary information available to the accountants for the performance of
the accountants' duties.
(f) RESPONSIBILITY FOR COMPLIANCE WITH LAW.
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(i) IN GENERAL. Except with respect to ADS's duties as set forth in this
Section 2 and except as otherwise specifically provided herein, the Trust
assumes all responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws,
rules and regulations of governmental authorities with jurisdiction over
the Trust. All references to any law in this Agreement shall be deemed to
include reference to the applicable rules and regulations promulgated under
authority of the law and all official interpretations of such law or rules
or regulations.
(ii) ISSUANCE OF SHARES. The responsibility of ADS for the Trust's state
registration status is solely limited to the reporting of transactions to
the Trust, and ADS 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 Trust or its administrator or other agent.
3. RECORDKEEPING
(a) PREDECESSOR RECORDS. Prior to the commencement of ADS's responsibilities
under this Agreement, if applicable, the Trust shall deliver or cause to be
delivered over to ADS:
(i) an accurate list of Shareholders of the Trust, showing each
Shareholder's address of record, number of Shares owned and
whether such Shares are represented by outstanding share
certificates and
(ii) all Shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by
ADS under this Agreement (collectively referred to as the
"Materials"). The Trust shall on behalf of each applicable Fund
or Class indemnify and hold ADS harmless from and against any and
all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any
error, omission, inaccuracy or other deficiency of the Materials,
or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession
or control reasonably needed by ADS to perform the services
described in this Agreement.
(b) RECORDKEEPING. ADS shall keep records relating to the services to be
performed under this Agreement, in the form and manner as it may deem
advisable and as required by applicable law. To the extent required by
Section 31 of the 1940 Act, and the rules thereunder, ADS agrees that all
such records prepared or maintained by ADS relating to the services to be
performed by ADS under this Agreement are the property of the Trust and
will be preserved, maintained and made available in accordance with Section
31 of the 1940 Act and the rules thereunder, and will be surrendered
promptly to the Trust on and in accordance with the Trust's request. The
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Trust and the Trust's authorized representatives shall have access to ADS's
records relating to the services to be performed under this Agreement at
all times during ADS's normal business hours. Upon the reasonable request
of the Trust, copies of any such records shall be provided promptly by ADS
to the Trust or its authorized representatives.
(c) CONFIDENTIALITY OF RECORDS. ADS and the Trust 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.
(d) INSPECTION OF RECORDS BY OTHERS. In case of any requests or demands for the
inspection of the Shareholder records of a Fund, ADS will endeavor to
notify such Fund and to secure instructions from an authorized officer of
the Fund as to such inspection. ADS 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, and shall promptly notify the Fund of any unusual
request to inspect or copy the shareholder records of the Fund or the
receipt of any other unusual request to inspect, copy or produce the
records of the Fund.
4. ISSUANCE AND TRANSFER OF SHARES
(a) ISSUANCE OF SHARES. ADS shall make original issues of Shares of each Fund
and Class thereof in accordance with the Trust's then current prospectus
only upon receipt of
(i) 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 Trust's counsel as to the legality and validity of
the issuance, which opinion may provide that it is contingent upon the
filing by the Trust of an appropriate notice with the SEC, as required
by Section 24 of the 1940 Act or the rules thereunder. If such opinion
is contingent upon a filing under Section 24 of the 1940 Act, the
Trust shall indemnify ADS for any liability arising from the failure
of the Trust to comply with that section or the rules thereunder.
(b) TRANSFER OF SHARES. Transfers of Shares of each Fund and Class thereof
shall be registered on the Shareholder records maintained by ADS. In
registering transfers of Shares, ADS may rely upon the Uniform Commercial
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Code as in effect in the State of New York or any other statutes that, in the
opinion of ADS's counsel, protect ADS and the Trust 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, ADS will be responsible for delivery
to the transferor and transferee of such documentation as is
required by the Uniform Commercial Code.
5. SHARE CERTIFICATES
(a) SURCHARGE FOR ISSUANCE OF SHARE CERTIFICATIONS. If the Trust issues share
certificates, the Trust shall pay the surcharge for issuance of
certificates set forth in Schedule A, item (f).
(b) ProceduRES FOR ISSUANCE OF CERTIFICATES. In the event the Trust elects to
issue share certificates, the following provisions shall apply:
(i) CERTIFICATES. The Trust shall furnish to ADS a supply of blank
share certificates of each Fund and Class thereof, if any, and,
from time to time, will renew such supply upon ADS's request.
Blank share certificates shall be signed manually or by facsimile
signatures of officers of the Trust authorized to sign by the
Organic Documents of the Trust and, if required by the Organic
Documents, shall bear the Trust's seal or a facsimile thereof.
Unless otherwise directed by the Trust, ADS may issue or register
Share certificates reflecting the manual or facsimile signature
of an officer who has died, resigned or been removed by the
Trust.
(ii) ENDORSEMENT; TRANSPORTATION. New Share certificates shall be
issued by ADS upon surrender of outstanding Share certificates in
the form deemed by ADS to be properly endorsed for transfer and
satisfactory evidence of compliance with all applicable laws
relating to the payment or collection of taxes. ADS shall forward
Share certificates in "non-negotiable" form by first-class or
registered mail, or by whatever means ADS deems equally reliable
and expeditious. ADS shall not mail Share certificates in
"negotiable" form unless requested in writing by the Trust and
fully indemnified by the Trust to ADS's satisfaction.
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6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) PURCHASE ORDERS. Shares shall be issued in accordance with the terms of a
Fund's or Class' prospectus after ADS or its agent receives either:
(i) (A) an instruction directing investment in a Fund or Class, (B) a
check (other than a third party check) or a wire or other
electronic payment in the amount designated in the instruction
and (C), in the case of an initial purchase, a completed account
application; or,
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(b) DISTRIBUTION ELIGIBILITY. Shares issued in a Fund after receipt of a
completed purchase order shall be eligible to receive distributions of the
Fund at the time specified in the prospectus pursuant to which the Shares
are offered.
(c) DETERMINATION OF FEDERAL FUNDS. Shareholder payments shall be considered
Federal Funds no later than on the day indicated below unless other times
are noted in the prospectus of the applicable Class or Fund:
(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,
on the second Fund Business Day following receipt of the check;
and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as ADS is credited with
Federal Funds with respect to that check.
7. FEES AND EXPENSES
(a) For the services provided by ADS pursuant to this Agreement, the Trust, on
behalf of each Fund, agrees to pay ADS the fees set forth in Schedule A.
Fees will begin to accrue for a Fund on the latter of the date of this
Agreement or the date of commencement of operations of such Fund.
(b) In addition to the fees paid under subsection (a), the Trust agrees to
reimburse ADS for out-of-pocket expenses or advances incurred by ADS for
the items set out in the Schedule A attached hereto. In addition, the Trust
will reimburse any other expenses incurred by ADS at the request or with
the consent of the Trust.
(c) The fees, out-of pocket expenses and advances identified in the foregoing
subsections (a) and (b) above may be changed from time to time subject to
written agreement between the Trust and ADS, as set forth in the Schedule A
attached.
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(d) The Trust agrees to pay all fees and reimbursable expenses within ten days
following the receipt of the respective billing notice.
8. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS OF ADS. ADS represents and warrants to the Trust that:
(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of New York;
(ii) it is duly qualified to carry on its business in the State of New
York;
(iii) it is empowered under applicable laws and by its Article of
Incorporation and Bylaws to enter into this Agreement and perform
its duties under this Agreement;
(iv) it has access to the necessary facilities, equipment, and
personnel to perform its duties and obligations under this
Agreement; and,
(v) it is registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934 and shall continue to be
registered throughout the remainder of this Agreement.
(b) REPRESENTATIONS OF THE TRUST. The Trust represents and warrants to
ADS that
(i) it is a Trust duly organized and existing and in good standing
under the laws of the State of Delaware;
(ii) it is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organic Documents have been
taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company registered under
the Investment Company Act of 1940; and,
(v) a registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and
appropriate state securities law filings as required, have been
or will be made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
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9. INDEMNIFICATION
(a) INDEMNIFICATION OF ADS. ADS shall not be responsible for, and the Trust
shall on behalf of each applicable Fund or Class thereof indemnify and hold
ADS harmless from and against, any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liability arising out of or
attributable to:
(i) all actions of ADS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are
taken in good faith and without gross negligence or willful
misconduct; the Trust's lack of good faith or the Trust's gross
negligence or willful misconduct;
(ii) the reliance on or use by ADS or its agents or subcontractors of
information, records or documents which (i) are received by ADS
or its agents or subcontractors and furnished to it by or on
behalf of a Fund, and (ii) have been prepared or maintained by
the Trust or any other person or firm on behalf of the Trust,
including but not limited to any previous transfer agent or
registrar;
(iii) the reasonable reliance on, or the carrying out by ADS or its
agents or subcontractors of, any instructions or requests of the
Trust on behalf of the applicable Fund;
(iv) a Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of a Fund's lack good faith, gross
negligence or willful misconduct or which arise out of the breach
of any representation or warranty of the Fund hereunder and,
(v) the offer or sale of Shares in violation of any requirement under
the Federal securities laws or regulations or the securities laws
or regulations of any State that such Shares be registered in
such State or in violation of any stop order or other
determination or ruling by any federal agency or any State with
respect to the offer or sale of such Shares in such State.
(b) INDEMNIFICATION OF THE TRUST. ADS shall indemnify and hold the Trust and
each Fund or Class thereof harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributed to any action or failure or omission
to act by ADS as a result of ADS's lack of good faith, gross negligence or
willful misconduct with respect to the services performed under or in
connection with this Agreement.
(c) RELIANCE. At any time ADS may apply to any officer of the Trust for
instructions, and may consult with legal counsel to the Trust or to ADS
with respect to any matter arising in connection with the services to be
performed by ADS under this Agreement, and ADS and its agents or
subcontractors shall not be liable and shall be indemnified by the Trust on
behalf of the applicable Fund for any action taken or omitted by it in
reasonable reliance upon such instructions or upon the advice of such
counsel. ADS, its agents and subcontractors shall be protected and
indemnified in acting upon
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(i) any paper or document furnished by or on behalf of the Trust,
reasonably believed by ADS to be genuine and to have been signed
by the proper person or persons;
(ii) any instruction, information, data, records or documents provided
ADS or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the
Trust; and,
(iii) any authorization, instruction, approval, item or set of data,
or information of any kind transmitted to ADS in person or by
telephone, vocal telegram or other electronic means, reasonably
believed by ADS to be genuine and to have been given by the
proper person or persons. ADS shall not be held to have notice of
any change of authority of any person, until receipt of written
notice thereof from the Trust. ADS, its agents and subcontractors
shall also be protected and indemnified in recognizing share
certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and
the proper countersignature of any former transfer agent or
former registrar or of a co-transfer agent or co-registrar of the
Trust.
(d) RELIANCE ON ELECTRONIC INSTRUCTIONS. If the Trust has the ability to
originate electronic instructions to ADS 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 ADS shall be entitled
to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken
in conformity with security procedures established by ADS from time to
time.
(e) USE OF FUND/SERV AND NETWORKING. The Trust has authorized or in the future
may authorize ADS to act as a "Mutual Fund Services Member" for the Trust
or various Funds and Classes. Fund/SERV and Networking are services
sponsored by the National Securities Clearing Trust ("NSCC") and as used
herein have the meanings as set forth in the then current edition of NSCC
RULES AND PROCEDURES published by NSCC or such other similar publication as
may exist from time to time. The Trust shall indemnify and hold ADS
harmless from and against any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liability arising directly
or indirectly out of or attributed to any action or failure or omission to
act by NSCC.
(f) NOTIFICATION OF CLAIMS. In order that the indemnification provisions
contained in this Section shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
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indemnification in the defense of such claim or to defend against said
claim in its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise
in any case in which the other party may be required to indemnify it except
with the other party's prior written consent.
10. PROPRIETARY INFORMATION
(a) PROPRIETARY INFORMATION OF ADS. The Trust acknowledges that the databases,
computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by ADS on databases under
the control and ownership of ADS or a third party constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to ADS or the third party. The Trust
agrees to treat all Proprietary Information as proprietary to ADS and
further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided under this Agreement.
(b) PROPRIETARY INFORMATION OF THE TRUST. ADS acknowledges that the Shareholder
list and all information related to Shareholders furnished to ADS by the
Trust or by a Shareholder in connection with this Agreement (collectively,
"Customer Data") constitute proprietary information of substantial value to
the Trust. In no event shall Proprietary Information be deemed Customer
Data. ADS agrees to treat all Customer Data as proprietary to the Trust and
further agrees that it shall not divulge any Customer Data to any person or
organization except as may be provided under this Agreement or as maybe
directed by the Trust.
11. EFFECTIVENESS, DURATION, AND TERMINATION
(a) EFFECTIVE DATE. This Agreement shall become effective on the date first
above written.
(b) TERM. This Agreement shall remain in effect for a period of three (3) years
from the date of its effectiveness and shall continue in effect for
successive twelve-month periods; provided that such continuance is
specifically approved at least annually by the Board and by a majority of
the Directors who are not parties to this Agreement or interested persons
of any such party.
(c) TERMINATION FOR CAUSE. In the event of a material breach of this Agreement
by either party, the non-breaching part shall notify the breaching party in
writing of such breach and upon receipt of such notice, the breaching party
shall by 45 days to remedy the breach. If said breach is not remedied to
the reasonable satisfaction of the non-breaching party, the non-breaching
party may thereafter terminate this Agreement immediately. Compensation due
ADS and unpaid by the Trust upon such termination shall be immediately due
and payable upon, and notwithstanding, such termination. If after such
termination for so long as ADS, with the written consent of the Trust, in
fact continues to perform any one or more of the services contemplated by
this Agreement, the provisions of this Agreement, including without
limitation, the provisions dealing with indemnification, shall continue in
full force and effect.
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(d) PAYMENT UPON TERMINATION. If at any time during the initial or any
subsequent term of this Agreement, ADS is replaced as transfer agent or
dividend disbursing agent for any reason other than for a material breach
of this Agreement which ADS does not cure within a reasonable time, or a
Fund is merged into or sells all (or substantially all) of its assets to
another fund or family of funds for which ADS does not serve as transfer
agent or dividend disbursing agent, then the Fund shall, immediately upon
demand by ADS, make a one time cash payment equal to the net present value
of the revenues ADS would have earned during the remainder of the initial
or subsequent term of the Agreement, as the case may be, at the fee rate in
effect at the time of such event (including any applicable minimum). For
purposes of this paragraph, the figure used to calculate the fee due ADS
hereunder shall be the highest monthly fees paid by the Fund at any time
during the 12 months immediately preceding the termination of ADS (or the
merger or sale of assets) of the Fund.
(e) REIMBURSEMENT OF ADS'S EXPENSES. If this Agreement is terminated with
respect to a Fund or Funds, ADS shall be entitled to collect from the Fund
or Funds, in addition to the compensation described under Sections 7 and
11(d) hereof, the amount of all of ADS's reasonable labor charges and cash
disbursements for services in connection with ADS's activities in effecting
such termination, including without limitation, the labor costs and
expenses associated with the de-conversion of the Corporations records of
each Fund from its computer systems, and the delivery to the Trust and/or
its designees of the Trust's property, records, instruments and documents,
or any copies thereof. Subsequent to such termination, for a reasonable
fee, ADS will provide the Trust with reasonable access to all Trust
documents or records, if any, remaining in its possession.
(f) SURVIVAL OF CERTAIN OBLIGATIONS. The obligations of Sections 7, 9 and 10
shall survive any termination of this Agreement
(g) FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
12. ADDITIONAL FUNDS AND CLASSES.
If the Trust establishes one or more series of Shares or one or more classes of
Shares after the effectiveness of this Agreement, such series of Shares or
classes of Shares, as the case may be, shall become Funds and Classes under this
Agreement; PROVIDED, however, that either ADS or the Trust may elect not to make
and such series or classes subject to this Agreement.
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13. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this Agreement nor any
rights or obligations under this Agreement may be assigned by either party
without the written consent of the other party. This Agreement shall inure to
the benefit of and be binding upon the parties and their respective permitted
successors and assigns. ADS may, without further consent on the part of the
Trust, subcontract for the performance hereof with any entity, including
affiliated persons of ADS; provided however, that ADS shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as ADS
is for its own acts and omissions.
14. TAXES
ADS 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 Trust
or any Shareholder or any purchase of Shares, excluding taxes assessed against
ADS for compensation received by it under this Agreement.
15. MISCELLANEOUS
(a) 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) CHOICE OF LAW. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York.
(c) ENTIRE 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.
(d) COUNTERPARTS. The parties may execute this Agreement on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(e) SEVERABILITY. 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.
(f) 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.
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(g) NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by
telex or facsimile, and shall be given to the following addresses (or such
other addresses as to which notice is given):
To theTrust: To ADS:
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx
Managing Director & CEO President
Satuit Capital Management Trust American Data Services, Inc.
0 Xxxxxxxxx Xxxx 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
(h) BUSINESS DAYS. Nothing contained in this Agreement is intended to or shall
require ADS, 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.
(i) DISTINCTION OF FUNDS. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of each Fund
of the Trust are separate and distinct from the assets and liabilities of
each other Fund and that no Fund shall be liable or shall be charged for
any debt, obligation or liability of any other Fund, whether arising under
this Agreement or otherwise.
(j) 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 act or failure to act hereunder.
(k) NONLIABILITY OF AFFILIATES. No affiliated person (as that term is defined
in the 1940 Act), employee, agent, director, officer or manager of ADS
shall be liable at law or in equity for ADS's obligations under this
Agreement.
(l) REPRESENTATION OF SIGNATORIES. Each of the undersigned expressly warrants
and represents that they have full power and authority to sign this
Agreement on behalf of the party indicated and that their signature will
bind the party indicated to the terms hereof
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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 persons,
as of the day and year first above written.
SATUIT CAPITAL MANAGEMENT TRUST AMERICAN DATA SERVICES, INC.
By: ___________________________________ By: _________________________
Xxxxxx X. Xxxxxxxx, Managing Xxxxxxx Xxxxx, President
Director & CEO
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SATUIT CAPITAL MANAGEMENT TRUST
TRANSFER AGENCY AGREEMENT
SCHEDULE A
FEES AND ACCOUNT CHARGES
For the services rendered by ADS in its capacity as transfer agent, the
Trust, on behalf of each Fund, shall pay ADS a fee, calculated as a combination
of account maintenance charges plus transaction charges as follows:
(A) ACCOUNT MAINTENANCE CHARGE:
The Greater of (No prorating for partial months) (1) a minimum maintenance
charge per Fund/Class $1,000.00/ month; or, (2) charges based upon the total of
all open/closed accounts (1) per Fund/class upon the following annual rates:
TYPE OF FUND CHARGE PER ACCOUNT
------------ ------------------
Dividend calculated and
paid annually, semi-annually, quarterly $ 10.00
Dividend calculated and paid monthly $ 13.00
Dividend accrued daily and paid monthly $ 16.00
Closed Accounts $ 2.00(2)
(1) All accounts closed during a month will be considered as open accounts for
billing purposes in the month the account is closed.
(2) Closed accounts remain on the shareholder files until all 1099's and 5498's
have been distributed to the shareholders and send via mag-media to the IRS.
PLUS,
(B) TRANSACTION FEES:
Trade Entry (purchase/liquidation) and maintenance transactions ...$ 1.50 each
New account set-up .................................................$ 3.00 each
Customer service calls .............................................$ 3.00 each
Correspondence/ information requests ...............................$ 1.75 each
Check preparation ..................................................$ .50 each
Liquidations paid by wire transfer .................................$ 3.00 each
ACH charge .........................................................$ .45 each
SWP ................................................................$ 1.25 each
A-1
(C) 24 HOUR AUTOMATED VOICE RESPONSE:
Initial set-up (one-time) charge: $ 5,000.00/fund
Minimum monthly maintenance charge: $ 50.00/fund
Or,
Rate per call: _________ $ 1.00
All calls processed through automated voice response will be billed as a
customer service call listed above.
(D) FUND/SERV
All Funds processed through Fund/SERV will be subject to an additional monthly
charge of $250.00.
All transactions processed through Fund/SERV will be billed at the transaction
fee rates listed in (b) above.
(E) INTERNET ACCESS:
Initial set-up: $1,000/fund
Each shareholder/adviser/broker hit: $ 0.25/hit
(F) ISSUANCE OF SHARE CERTIFICATES:
For each share certificate issued by ADS, a $15.00 charge will be assessed to
the Fund for which the certificate was issued.
FEE INCREASES
On each annual anniversary date of this Agreement, the fees enumerated
above will be increased by the greater of the change in the Consumer Price Index
for the Northeast region (CPI) for the twelve-month period ending with the month
preceding such annual anniversary date, or five percent (5%). In addition, ADS
reserves the right to increase fees on ninety (90) days prior written notice to
the Trust. ADS represents that fees will not be increased until after the first
anniversary date of this agreement.
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(G) XXX PLAN FEES:
The following fees will be charged directly to the shareholder account:
Annual maintenance fee ........................... $15.00 /account *
Incoming transfer from prior custodian ........... $12.00
Distribution to a participant .....................$15.00
Refund of excess contribution .................... $15.00
Transfer to successor custodian .................. $15.00
Automatic periodic distributions ................ $15.00/year per account
* Includes $8.00 Bank Custody Fee.
(H) EXPENSES:
The Trust shall reimburse ADS for any out-of-pocket expenses, exclusive
of salaries, advanced by ADS in connection with but not limited to the costs for
printing fund documents, (i.e. printing of confirmation forms, shareholder
statements, redemption/dividend checks, envelopes, financial statements, proxy
statement, fund prospectus, etc.) proxy solicitation and mailing expenses,
travel requested by the Trust, telephone toll charges, 800-line costs and fees,
facsimile and data transmission costs, stationery and supplies (related to Fund
records), record storage, postage (plus a $0.085 service charge for all
mailings), pro-rata portion of annual SAS-70 audit letter, telex and courier
charges incurred in connection with the performance of its duties hereunder. ADS
shall provide each Fund with a monthly invoice of such expenses and the Fund
shall reimburse ADS within fifteen (15) days after receipt thereof.
(I) SPECIAL REPORTS:
All reports and/or analyses requested by a Fund that are not included
in the fee schedule, shall be subject to an additional charge, agreed upon in
advance, based upon the following rates:
Senior staff..........$150.00/hr.
Junior staff .........$ 75.00/hr.
Computer time.........$ 45.00/hr.
(J) SERVICE DEPOSIT:
The Trust, on behalf of the Fund or Funds, will remit to ADS upon
execution of this Agreement a service deposit of equal to one (1) month's
shareholder service fee. The service deposit computation will be based either on
the total number of shareholder accounts (open and closed) of each Fund to be
serviced or the minimum fee, whichever is greater, as of the execution date of
this Agreement. The Trust will have the option to have the service deposit
applied to the last month's service fee, or applied to any new contract between
the Trust and ADS. The Trust will be charged only once for the service deposit,
upon the execution of the first original Agreement. That deposit shall apply to
the Trust's Agreement thereafter until the relationship between ADS and the
Trust is terminated.
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However, if the Trust, on behalf of a Fund, elects or is forced to
terminate this Agreement for any reason what-so-ever other than a material
breach by ADS (including, but not limited to, the voluntary or involuntary
termination of the Fund, liquidation of the Fund's assets, the sale or merger of
the Fund or it's assets to any successor entity) prior to the termination date
of this Agreement as specified in Section 7 of this Agreement, the Fund will
forfeit the Service Deposit paid to ADS upon execution of this Agreement
(K) CONVERSION CHARGE: (EXISTING FUNDS ONLY)
There will be a charge to convert the Fund's shareholder accounting
records on to the ADS stock transfer system. In addition, ADS will be reimbursed
for all out-of-pocket expenses, enumerated in paragraph (b) above and data media
conversion costs, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to be
converted and the condition of the previous service agent's records.
A-4
SATUIT CAPITAL MANAGEMENT TRUST
TRANSFER AGENCY AGREEMENT
SCHEDULE B
FUNDS AND CLASSES TO BE SERVICED UNDER THIS AGREEMENT
Satuit Capital Micro Cap Fund
B-1
