SENIOR FUNDS(TM)
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
THIS TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT (the "Agreement")
is made as of the ______ day of __________________, 2001, by and between SENIOR
FUNDS(TM)(the "Trust"), a Massachusetts Business Trust, and FUND SERVICES, INC.
D/B/A Champion Fund Services (the "Transfer Agent"), a Texas corporation.
WITNESSETH THAT:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is registering its shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act") in one or more distinct
series of portfolios (the "Fund or Funds");
WHEREAS, the Transfer Agent is registered as a transfer agent under Section
17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"); and
WHEREAS, the Trust and the Transfer Agent desire to enter into this
Agreement pursuant to which the Transfer Agent will provide Transfer Agent,
shareholder servicing agent and dividend disbursing agent services to the Funds
identified on Schedule A hereto, as may be amended from time to time, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and the Transfer Agent, intending to be
legally bound hereby, agree as follows:
1. APPOINTMENT OF TRANSFER AGENT. The Trust hereby appoints the Transfer
Agent as Transfer Agent, shareholder servicing agent and dividend
disbursing agent for all Shares of the Funds identified on Schedule A,
and the Transfer Agent hereby accepts such appointment under the terms
of this Agreement. The Transfer Agent shall issue, redeem and transfer
shares, provide related shareholder services, pay dividends and make
other distributions, all as set forth on Schedule B hereto, as may be
amended from time to time ("Schedule B"), and in accordance with the
terms of this Agreement.
2. FUND DOCUMENTS. The Trust has provided the Transfer Agent with
properly certified or authenticated copies of the following Trust
related documents in effect on the date hereof: the Trust's
organizational documents, including Indenture of Trust and By-Laws;
the Trust's Registration Statement on Form N-1A, including all
exhibits thereto; the Fund's Prospectus and Statement of Additional
Information; resolutions of the Trust's Board of Trustees authorizing
the appointment of the Transfer Agent and approving this Agreement;
and a certificate signed by the Secretary of the Trust specifying the
number of Shares authorized, issued, and currently outstanding, the
names and specimen signatures of the officers of the Trust and the
name and address of the legal counsel for the Trust. The Trust shall
promptly furnish to the Transfer Agent copies, properly certified or
authenticated, of all additions, amendments or supplements to the
foregoing Trust documents as well as updated certificates and opinions
relating to changes in the number of Shares authorized, issued and
outstanding. The Trust shall furnish to the Transfer Agent copies of
all other information and financial statements which the Transfer
Agent may reasonably request for use in connection with its duties
under this Agreement.
3. ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. The Transfer Agent shall
follow the procedures for the issuance, redemption and transfer of
Shares set forth in this Section 3:
a. The Transfer Agent shall accept purchase orders and redemption
requests with respect to Shares on each Trust business day in
accordance with the most current Prospectus and Statement of
Additional Information provided to the Transfer Agent by the Trust
pursuant to Section 2 hereof. The Trust shall provide the Transfer
Agent with sufficient advance notice to enable the Transfer Agent to
effect any changes in the purchase and redemption procedures set forth
in the Prospectuses and Statements of Additional Information;
provided, however, that in no event shall such advance notice be less
than 30 days.
b. If applicable, the Transfer Agent shall also accept with respect to
each Trust business day, at such times as are agreed upon from time to
time by the Transfer Agent and the Trust, a computer tape or
electronic data transmission consistent in all respects with the
Transfer Agent's record format, as amended from time to time, which is
reasonably believed by the Transfer Agent to be furnished by or on
behalf of any servicing agent approved by the Trust ("Servicing
Agent"). The Transfer Agent reserves the right to approve, in advance,
any Servicing Agent, which approval shall not be unreasonably
withheld.
c. On each Trust business day, the Transfer Agent shall, as of the time
the Trust computes the net asset value of each Fund and class of
shares, issue to and redeem from the accounts specified in a purchase
order, redemption request, or computer tape or electronic data
transmission, the appropriate number of full and fractional Shares
based on the net asset value per Share specified in a written advice
received from the Trust on such Trust business day. Notwithstanding
the foregoing, if a redemption specified in a computer tape or
electronic data transmission is for a dollar value of Shares in excess
of the dollar value of Shares in the specified account, the Transfer
Agent shall not effect such redemption in whole or in part and shall
within 24 hours orally advise the Servicing Agent which supplied such
tape of the discrepancy.
d. In connection with a reinvestment of a dividend or distribution of
Shares of a Fund, the Transfer Agent shall as of each Trust business
day, as specified in certified resolutions of the Fund's Board of
Trustees, issue Shares of the applicable Fund based on the net asset
value per Share of such Fund specified in a written advice received
from the Trust on such Trust business day.
e. On each Trust business day, the Transfer Agent shall supply the Trust
with a written statement specifying with respect to the immediately
preceding Trust business day: the total number of Shares of each Fund
(including fractional Shares) issued and outstanding at the opening of
business on such day; the total number of Shares of the Fund sold on
such day; the total number of Shares of the Fund redeemed on such day;
the total number of Shares of the Fund issued, if any, pursuant to
Section 3d hereof; and the total number of Shares of the Fund issued
and outstanding.
f. In connection with each purchase and each redemption of Shares, the
Transfer Agent shall send such written statements as are prescribed by
the Federal securities laws applicable to the Fund or as described in
the Prospectus and Statement of Additional Information.
g. As of each Trust business day, the Transfer Agent shall furnish the
Trust with a written advice setting forth the number and dollar amount
of Shares of each Fund to be redeemed on such Trust business day.
h. Upon receipt of a proper redemption request and moneys paid to it by
the Trust's custodian ("Custodian") in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and after
making appropriate deduction
for any withholding taxes required by applicable law, (i) in the case
of a redemption of Shares pursuant to a redemption described in
Section 3a hereof, make payment in accordance with the Fund's
redemption and payment procedures described in the applicable
Prospectus and Statement of Additional Information, and (ii) in the
case of a redemption of Shares pursuant to a computer tape or
electronic data transmission described in Section 3b hereof, make
payment by directing a Federal Funds wire order to the account
previously designated by the Servicing Agent specified in said
computer tape or electronic data transmission.
i. The Transfer Agent shall not be required to issue any Shares after it
has received from an officer of the Trust or from an appropriate
Federal or state authority written notification that the sale of
Shares has been suspended or discontinued, and the Transfer Agent
shall be entitled to rely upon such written notification.
j. Upon the issuance of any Shares in accordance with this Agreement, the
Transfer Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
k. Except as otherwise provided in this Agreement, the Transfer Agent
shall transfer or redeem Shares upon presentation to the Transfer
Agent of instructions properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock
transfer taxes. The Transfer Agent shall have the right to refuse to
transfer or redeem Shares until it is satisfied that the instructions
are valid and genuine, and for that purpose it will require, unless
otherwise instructed in writing by an
authorized officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by Rule
17Ad-15 under the 1934 Act. The Transfer Agent shall also have the
right to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally authorized. The
Transfer Agent shall not be liable for its refusal to make transfers
or redemptions which the Transfer Agent, in its reasonable judgment,
deems improper or unauthorized, or until it is satisfied that there is
no basis to any claims adverse to such transfer or redemption. The
Transfer Agent may, in effecting transfers and redemptions of Shares,
rely upon those provisions of the Uniform Commercial Code or other
laws relating to the transfer of securities, as the same may be
amended from time to time.
l. If instructed by the Trust, the Transfer Agent shall issue
certificates representing Shares ("Certificates"). The Trust shall
supply to the Transfer Agent a sufficient number of blank Certificates
and from time to time shall supply additional blank Certificates upon
the request of the Transfer Agent. Such blank Certificates shall be
signed manually or by facsimile signature by the duly authorized
officers of the Trust, and shall bear the corporate seal or facsimile
thereof of the Trust. Notwithstanding the death, resignation or
removal of any officer of the Trust, such executed Certificates
bearing the manual or facsimile signature of such officers shall
remain valid and may be issued to shareholders until the Trust
provides to the Transfer Agent a written advice to the contrary. The
Transfer Agent may issue new Certificates to replace Certificates
represented to have been lost, destroyed or stolen upon receiving an
appropriate bond of indemnity satisfactory to the Transfer Agent, and
may issue new Certificates in exchange for and upon surrender of
mutilated Certificates. Except as otherwise provided
in Section 3k hereof, the Transfer Agent shall issue new Certificates
to evidence transfers of Shares upon surrender of outstanding
Certificates in the form deemed by the Transfer Agent to be properly
endorsed for transfer with all necessary endorser's signatures
guaranteed by an Eligible Guarantor Institution.
4. DIVIDENDS AND DISTRIBUTIONS. The Transfer Agent shall pay dividends
and make other distributions in accordance with the following
procedures:
a. The Trust shall furnish to the Transfer Agent certified resolutions of
its Board of Trustees, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of accrual or
payment, the record date as of which shareholders entitled to payment
or accrual shall be determined, the amount per Share of such dividend
or distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid, and the total amount, if any, payable
to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other
periodic basis or as determined by the officers of the Trust.
b. Upon the mail date specified in such resolutions or by the officers of
the Trust, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name
of the Transfer Agent on behalf of the applicable Fund an amount of
cash, if any, sufficient for the Transfer Agent to make the payment,
specified in such resolution to the shareholders of record on the
record date. The Transfer Agent shall, upon receipt of any such cash,
make payment of such cash dividends or distributions to the
shareholders of record as of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or
dividend mailing address, or (ii) wiring such amounts to the accounts
previously designated by a Servicing Agent, as the case may be. If
the Transfer Agent does not receive from the Custodian sufficient cash
to make payments of any cash dividend or distribution to all
shareholders of the Fund as of the record date, the Transfer Agent
shall, upon notifying the Trust, withhold payment to all shareholders
of record as of the record date until sufficient cash is provided to
the Transfer Agent. In lieu of receiving from the Custodian and paying
the shareholders cash dividends or distributions, the Transfer Agent
may arrange for direct payment of cash dividends and distributions to
shareholders by the Custodian in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among
the Trust, the Transfer Agent and the Custodian.
c. The Transfer Agent shall file such appropriate information returns
concerning the payment of dividends and distributions with the proper
Federal, state and local authorities as are required by law to be
filed by the Trust, but shall in no way be responsible for the
collection or withholding of taxes due on such dividends or
distributions due to shareholders, except and only to the extent
required by applicable law.
5. RECORDKEEPING AND OTHER INFORMATION. The Transfer Agent shall create
and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records
identified on Schedule B hereto and required by Section 31(a) of the
1940 Act and the rules thereunder, as the same may be amended from
time to time, relating to the various services performed by it. All
records shall be the property of the Trust at all times and shall be
available for inspection and use by the Trust. Where applicable, such
records shall be maintained by the Transfer Agent for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make
available during regular business hours all records and other data
created and maintained pursuant to this Agreement for reasonable audit
and inspection by the Trust or any person retained by the Trust. Upon
reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours its facilities and premises
employed in connection with its performance of this Agreement for
reasonable visitation by the Trust, or any person retained by the
Trust.
7. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. Except as otherwise
provided herein, the Trust assumes full responsibility for ensuring
that the Trust complies with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act and rules thereunder, and any other
applicable laws, rules and regulations.
8. COMPENSATION. The Trust shall pay to the Transfer Agent as
compensation for services rendered hereunder the annual fee set forth
in Schedule A. The fee shall be calculated and accrued daily, and paid
monthly. The Trust shall also reimburse the Transfer Agent for its
out-of-pocket expenses related to the performance of its duties
hereunder, including, without limitation, telecommunications charges
(such as toll-free lines and voice response system); postage and
delivery services; record retention costs (such as microfilm,
microfiche and off-site storage); reproduction charges; custom
programming; and traveling and lodging expenses incurred by officers
and employees of the Transfer Agent. The Trust shall pay the Transfer
Agent's monthly invoices for transfer agency fees and out-of-pocket
expenses on the first business day following the respective month-end.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Trust shall
pay the Transfer Agent a transfer
agency fee that is prorated for that part of the month in which this
Agreement is in effect. All rights of compensation and reimbursement
under this Agreement for services performed by the Transfer Agent as
of the termination date shall survive the termination of this
Agreement.
9. APPOINTMENT OF AGENTS. The Transfer Agent may at any time or times in
its discretion appoint (and may at any time remove) other parties as
its agent to carry out such provisions of this Agreement as the
Transfer Agent may from time to time direct; provided, however, that
the appointment of any such agent shall not relieve the Transfer Agent
of any of its responsibilities or liabilities hereunder.
10. USE OF TRANSFER AGENT'S NAME. The Funds shall not use the name of the
Transfer Agent or any of its affiliates in any Prospectuses,
Statements of Additional Information, sales literature or other
material relating to the Trust in a manner not approved prior thereto
in writing by the Transfer Agent; provided, however, that the Transfer
Agent shall approve all uses of its and its affiliates' names that
merely refer in accurate terms to their appointments hereunder or that
are required by the Securities and Exchange Commission (the "SEC") or
a state securities commission; and further provided, that in no event
shall such approval be unreasonably withheld.
11. USE OF FUND'S NAME. Neither the Transfer Agent nor any of its
affiliates shall use the name of the Trust or any Fund or material
relating to the Trust or any Fund on any forms (including any checks,
bank drafts or bank statements) for other than internal use in a
manner not approved prior thereto in writing by the Trust; provided,
however, that the Trust shall approve all uses of its name or the name
of any Fund that merely refer in accurate terms to the appointment of
the
Transfer Agent hereunder or that are required by the SEC or state
securities commission; and further provided, that in no event shall
such approval be unreasonably withheld.
12. LIABILITY OF TRANSFER AGENT. The Transfer Agent's liability shall be
limited as follows:
a. The duties of the Transfer Agent shall be limited to those expressly
set forth herein, and no implied duties are assumed by or may be
asserted against the Transfer Agent hereunder. The Transfer Agent may,
in connection with this Agreement, employ agents or attorneys in fact,
and shall not be liable for any loss arising out of or in connection
with its actions under this Agreement so long as it acts in good faith
with due diligence, and is not negligent or guilty of any willful
misconduct.
b. The Transfer Agent may consult counsel to the Trust or the Trust's
independent public accountants or other experts with respect to any
matter arising in connection with the Transfer Agent's duties, and the
Transfer Agent shall not be liable for any action taken or omitted by
the Transfer Agent in good faith in reliance on the oral or written
advice of such counsel, accountants or other experts.
c. The Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in reliance on the oral or written instruction,
authorization, approval or information provided to the Transfer Agent
by any person reasonably believed by the Transfer Agent to be
authorized by the Trust to give such instruction, authorization,
approval or information.
d. Any person, even though also an officer, Trustee, employee or agent of
the Transfer Agent or any of its affiliates, who may be or become an
officer or
Trustee of the Trust, shall be deemed, when rendering services to the
Trust as such officer or Trustee to be rendering such services to or
acting solely for the Trust and not as an officer, Trustee, employee
or agent or one under the control or direction of the Transfer Agent
or any of its affiliates, even though paid by one of those entities.
e. The Transfer Agent shall not be liable or responsible for any acts or
omissions of any predecessor transfer agent or any other persons
having responsibility for matters to which this Agreement relates
prior to the effective date of this Agreement nor shall the Transfer
Agent be responsible for reviewing any such act or omissions.
f. The Transfer Agent shall not be liable for any loss suffered by the
Trust or its shareholders in the event that a computer tape or
electronic data transmission from a Servicing Agent may not be
processed by the Transfer Agent for any reason beyond the reasonable
control of the Transfer Agent, or if any of the information on such
tape or transmission is reasonably believed by the Transfer Agent to
be incorrect.
g. The Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in reliance upon the provisions of the Uniform
Commercial Code or other laws relating to the transfers of securities,
as the same may be amended from time to time.
h. The Transfer Agent shall not be liable for its refusal to transfer or
redeem Shares in accordance with Section 3k hereof.
i. The Transfer Agent shall not be liable for any improper dividend
payments or distributions made in reliance on certified resolutions of
the Trust's Board of Trustees. In addition, the Transfer Agent shall
not be liable for the determination
of the rate or form of dividends or distributions due or payable to
the shareholders as set forth in the certified resolutions. The
Transfer Agent shall not be liable for any loss to the Fund resulting
from processing by the Transfer Agent of a dividend or distribution
based on incorrect information provided in the certified resolutions,
and the Trust shall pay to the Transfer Agent any and all costs, both
direct and out-of-pocket, incurred to remedy such error.
j. The Transfer Agent shall not be liable to the Trust with respect to
any redemption drafts processed in accordance with written redemption
draft procedures established by the Transfer Agent and the Trust;
provided, however, that notwithstanding anything to the contrary in
such procedures, the Transfer Agent shall not be liable for any
material alteration to or forgery of any endorsement, it being
understood that the Transfer Agent's sole responsibility with respect
to inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
k. The Transfer Agent shall not be liable for permitting any person to
inspect shareholder records of the Trust, if it receives an opinion
from its counsel that there is a reasonable likelihood that the
Transfer Agent will be held liable for failure to permit access to
such shareholder records. The Transfer Agent shall promptly notify the
Trust that such disclosure has been made or is to be made.
l. The Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: the legality of the issue or sale
of any Shares, the sufficiency of the amount to be received therefor,
or the authority of a Servicing Agent or of the Trust, to request such
sale or issuance; the legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be paid
therefore, or the authority of the Servicing Agent or the Trust to
request such transfer or
redemption; the legality of the declaration of any dividend by the
Trust, or the legality of the issue of any Shares in payment of any
stock dividends; or the legality of any recapitalization or
readjustment of Shares. As used in this Section 12 (except Section
12e) and in Section 13, the term "Transfer Agent" shall include
directors, officers, employees and other agents of the Transfer Agent.
13. INDEMNIFICATION. The Trust hereby agrees to indemnify and hold
harmless the Transfer Agent from and against all claims, demands,
expenses (including attorney's fees) and liabilities, whether with or
without basis in fact or law, of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person of, or as a result of: (i) any action
taken or omitted to be taken by the Transfer Agent in good faith in
reliance upon any certificate, instrument, order or stock certificates
believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the oral instructions or
written instructions of an authorized person of the Trust or upon the
opinion of legal counsel for the Trust or its counsel; or (ii) any
action taken or permitted to be taken by the Transfer Agent in
connection with its appointment in good faith in reliance upon any
law, act, regulation or interpretation of the same even though the
same may thereafter have been altered, changed, amended or repealed.
However, indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its directors, officers, employees
or agents in cases of its own negligence, willful misconduct, bad
faith, or reckless disregard of its or their own duties hereunder. The
right to indemnity hereunder shall include the right to advancement of
defense expenses in the event of any pending or threatened litigation;
provided, however, that the Transfer
Agentshall agree that any advancement of expenses shall be returned to
the Fund if it is ultimately determined by an administrative or
judicial tribunal that the expenses (and related liability, if any)
resulted form the Transfer Agent's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under
this Agreement.
The Transfer Agent shall give prompt written notice to the Trust of a
written assertion or claim of any threatened or pending legal
proceeding which may be subject to indemnity under this Section;
provided, however, that the Transfer Agent's failure to notify the
Trust of such threatened or pending legal proceeding shall not operate
to relieve the Trust of any liability arising hereunder. The Trust
shall be entitled, if it so elects, to assume the defense of any claim
subject to this indemnity and such defense shall be conducted by
counsel chosen by the Fund and satisfactory to the Transfer Agent;
provided, however, that if the defendants include both the Transfer
Agent and the Trust, and the Transfer Agent shall have reasonably
concluded that there may be one or more legal defenses available to it
which are different from or additional to those available to the Trust
("conflict of interest"), the Trust shall not have the right to elect
to defend the claim on behalf of the Transfer Agent, and the Transfer
Agent shall have the right to select separate counsel to defend such
claim on behalf of the Transfer Agent. In the event that the Trust
elects to assume the defense of any claim pursuant to the preceding
sentence and retains counsel satisfactory to the Transfer Agent, the
Transfer Agent shall bear the fees and expenses of additional counsel
retained by it, except for reasonable investigation costs which shall
be borne by the Trust. If the Trust (i) does not elect to assume the
defense of a claim, (ii) elects to assume the defense of a claim but
chooses counsel that is not satisfactory to the Transfer
Agent, or (iii) has no right to assume the defense of a claim because
of a conflict of interest, the Trust shall advance or reimburse the
Transfer Agent, at the election of the Transfer Agent, reasonable fees
and expenses of any counsel retained by the Transfer Agent, including
reasonable investigation costs.
14. SCOPE OF DUTIES. The Transfer Agent and the Trust shall regularly
consult with each other regarding the Transfer Agent's performance of
its obligations and its compensation under the foregoing provisions.
In connection therewith, the Trust shall submit to the Transfer Agent,
at a reasonable time in advance of filing with the SEC, copies of any
amended or supplemented Registration Statement of the Trust (including
exhibits) under the 1933 Act and the 1940 Act, and, at a reasonable
time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by
the Trust. Any change in such materials that would require any change
in the Transfer Agent's obligations under the foregoing provisions
shall be subject to the Transfer Agent's approval. In the event that a
change in such documents or in the procedures contained therein
increases the cost or burden to the Transfer Agent of performing its
obligations hereunder, the Transfer Agent shall be entitled to receive
reasonable compensation therefor.
15. DURATION. This Agreement shall become effective on the date first
written above and shall continue in force for two years from that date
(the "Initial Term"). Thereafter, this Agreement shall continue in
force from year to year (each a "Successive Term"), provided
continuance after the Initial Term is approved at least annually by
(i) the vote of a majority of the Trustees of the Trust and (ii) the
vote of a majority of those Trustees of the Fund who are not
"interested persons" of the Trust, and who are not parties to this
Agreement or "interested persons" of
any such party (as determined under the 1940 Act), cast at a meeting
called for the purpose of voting on the approval.
16. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. Either the Trust or the Transfer Agent may terminate this Agreement
without penalty prior to the commencement of any Successive Term by
providing to the other party 90 days prior written notice of such
termination.
c. Either party (the "terminating party") may immediately terminate this
Agreement during the Initial Term or any Successive Term in the event
of a material breach of this Agreement by the other party (the
"breaching party"), provided that the terminating party has given to
the breaching party notice of such breach and the breaching party has
not remedied such breach within 45 days after receipt of such notice.
Upon the termination of this Agreement, the Trust shall pay to the Transfer
Agent such compensation and out-of-pocket expenses as may be payable for the
period prior to the effective date of such termination. In the event that the
Trust designates a successor to any of the Transfer Agent's obligations
hereunder, the Transfer Agent shall, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by the Transfer Agent under the foregoing provisions.
Sections 8, 10, 11, 12, 13, 16, 17, 21, 22, 23, 24, 25 and 26 shall
indefinitely survive any termination of this Agreement.
17. FORCE MAJEURE. The Transfer Agent shall not be liable for any delays
or errors in the performance of its obligations hereunder occurring by
reason of circumstances not reasonably foreseeable and beyond its
control, including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire,
flood, catastrophe, acts of God, insurrection, war, riot or failure of
communication or power supply. In the event of equipment breakdowns
which are beyond the reasonable control of the Transfer Agent and not
primarily attributable to the failure of the Transfer Agent to
reasonably maintain or provide for the maintenance of such equipment,
the Transfer Agent shall, at no additional expense to the Trust, take
reasonable steps in good faith to minimize service interruptions, but
shall have no liability with respect thereto.
18. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a
written instrument signed by the Transfer Agent and the Trust.
19. NON-EXCLUSIVE SERVICES. The services of the Transfer Agent rendered to
the Trust are not exclusive. The Transfer Agent may render such
services to any other investment company and have other businesses and
interests.
20. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings specified in
the 1940 Act and rules enacted thereunder as now in effect or
hereafter amended.
21. CONFIDENTIALITY. The Transfer Agent shall treat confidentially and as
proprietary information of the Trust all records and other information
relating to the Trust and prior, present or potential shareholders and
shall not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except as
may be required by administrative or judicial tribunals or as
requested by the Trust.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by
hand or upon receipt if sent by certified or registered mail (postage
prepaid and return receipt requested)
or by a nationally recognized overnight courier service (appropriately
marked for overnight delivery) or upon transmission if sent by telex
or facsimile (with request for immediate confirmation of receipt in a
manner customary for communications of such respective type and with
physical delivery of the communication being made by one or the other
means specified in this Section 21 as promptly as practicable
thereafter). Notices shall be addressed as follows:
(a) if to the Trust:
Senior Funds
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Trustee
(b) if to the Transfer Agent:
Fund Services, Inc.
d/b/a Champion Fund Services
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
or to such other respective addresses as the Trust or the Transfer
Agent shall designate by like notice, provided that notice of a change
of address shall be effective only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the State of Texas to the
extent that such
laws are not preempted by the provisions of any law of the United
States heretofore or hereafter enacted, as the same may be amended
from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes all prior
written or oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction. This
Agreement may be executed in two counterparts, each of which taken
together shall constitute one and the same instrument.
27. LIMITATION OF LIABILITY. The term "Senior Funds" means and refers to
the Trustees from time to time serving under the Master Trust
Agreement of the Trust dated December 13, 2000, as the same may
subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that obligations of the Trust hereunder shall not
be binding upon any Trustee, Shareholder, nominees, officers, agents
or employees of the Trust, personally, but bind only the assets and
property of the Trust, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the
Trustees and signed by an authorized officer of the Trust, acting as
such, and neither such authorization nor such execution and delivery
shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only
the assets and property of the Trust as provided in
the Master Trust Agreement. The Master Trust Agreement is on file with
the Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
SENIOR FUNDS(TM)
By: ____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and Trustee
FUND SERVICES, INC. (D/B/A CHAMPION FUND SERVICES)
By: ____________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
SCHEDULE A
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SENIOR FUNDS(TM)
----------------
TRANSFER AGENCY AND SHAREHOLDER SERVICES FEES
---------------------------------------------
Annual Base Fee: $250,000 for the Funds and Classes of Shares listed
---------------- -------------------------------------------------------
below, plus $15,000 for each additional share class.
----------------------------------------------------
Annual Account Fee: Based on total open shareholder accounts for Senior
------------------- -------------------------------------------------------
Funds
-----
$18.00 per open shareholder account
Plus:
$1.00 per open shareholder account with 12b-1 fees
$1.00 per open shareholder account with front end or
back end sales charges
$1.00 per open shareholder account in non-annual
dividend funds
Out-of-pocket costs: Standard out-of-pocket costs including, but not limited
to, postage, courier, lock box, telephone, statements
and confirmations, printing, copying, filing fees,
Fund/SERV and Networking, bank charges, wire charges,
travel, record retention and other miscellaneous items.
Conversion costs: None
Existing Funds and Classes of Shares:
Senior U. S. Government Fund
Classes: No Load-Institutional
No Load-Retail
Senior Corporate Bond Fund
Classes: No Load-Institutional
No Load-Retail
Senior Large Cap Equity Fund
Classes: No Load-Institutional
No Load-Retail
Senior Balanced 50 Fund
Classes: No Load-Institutional
No Load-Retail
Senior Balanced 60 Fund
Classes: No Load-Institutional
No Load-Retail
Senior Balanced 70 Fund
Classes: No Load-Institutional
No Load-Retail
Senior Money Market Fund
SCHEDULE B
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SENIOR FUNDS(TM)
----------------
TRANSFER AGENT, SHAREHOLDERS SERVICING AGENT AND
DIVIDEND DISBURSING AGENT SERVICES PROVIDED BY FUND SERVICES, INC.
1. Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions, automatic
withdrawals, and wire order trades.
2. Reinvest or pay dividends and make other distributions.
3. Answer investor and dealer telephone and/or written inquiries, except as
otherwise agreed by the Transfer Agent and the Fund.
4. Process and confirm address changes.
5. Process standard account record changes as required, i.e. Dividend Codes,
etc.
6. Microfilm and/or store source documents for transactions, such as account
applications and correspondence.
7. Perform backup withholding for those accounts in accordance with Federal
regulations.
8. Solicit missing taxpayer identification numbers.
9. Provide remote access inquiry to Fund records via Fund supplied hardware
(Fund responsible for connection line and monthly fee).
10. Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
a. Name and address, including zip code.
b. Balance of Shares.
c. Number of Shares, issuance date of each Share outstanding and
cancellation date of each share no longer outstanding, if issued.
d. Balance of dollars available for redemption.
e. Dividend code (daily accrual, monthly reinvest, monthly cash etc.).
f. Type of account code.
g. Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available.
h. Original establishment date for accounts opened by exchange.
i. W-9 withholding status and periodic reporting.
j. State of residence code.
k. Social security or taxpayer identification number, and indication of
certification.
l. Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time to time.
m. Indication as to whether phone transaction can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
11. Provide the following reports and statements:
a. Prepare daily journals for each Fund reflecting all Shares and dollar
activity for the previous day.
b. Supply information monthly for each Fund's preparation of Blue Sky
reporting.
c. Supply monthly purchase, redemption and liquidation information for
use in Trust's N-SAR report.
d. Provide monthly average daily balance reports for each Fund.
e. Prepare and mail copies of summary statements to dealers and
investment adviser(s)(s).
f. Mail transaction confirmation statements daily to investors.
g. Address and mail four periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably
specified by the Transfer Agent).
h. Mail periodic statement to investors.
i. Compute, prepare and furnish all necessary reports to shareholders and
governmental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S.
j. Enclose various marketing material as designated by the Trust in
statement mailings, i.e. monthly and quarterly statements (material
must be adaptable to mechanical equipment as reasonably specified by
the Transfer Agent).
12. Prepare and mail confirmations to dealers daily.
13. Prepare certified list of stockholders for proxy mailings.
14. Determine commission amounts (including contingent deferred sales charges)
in accordance with the Fund's Prospectus and process commissions payments
as instructed by the Trust.
15. Provide periodic calculations of 12b-1 accrual on qualifying shareholder
accounts and report to the Fund.
