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EX-99.B8(d)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
SBSF Funds, Inc.
d/b/a Key Mutual Funds
on Behalf of Various Funds
Listed on Schedule A
Individually and Not Jointly
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of the Bank............................................... 1
Article 2 Fees and Expenses...................................................................... 4
Article 3 Representations and Warranties of the Bank............................................. 5
Article 4 Representations and Warranties of the Company.......................................... 5
Article 5 Data Access and Proprietary Information................................................ 6
Article 6 Indemnification........................................................................ 8
Article 7 Standard of Care....................................................................... 9
Article 8 Covenants of the Company and the Bank.................................................. 10
Article 9 Termination of Agreement............................................................... 11
Article 10 Assignment............................................................................. 12
Article 11 Amendment.............................................................................. 12
Article 12 Massachusetts Law to Apply............................................................. 12
Article 13 Force Majeure.......................................................................... 12
Article 14 Consequential Damages.................................................................. 13
Article 15 Merger of Agreement.................................................................... 13
Article 16 Counterparts........................................................................... 13
Article 17 Multiple Funds......................................................................... 13
Article 18 Arbitration............................................................................ 14
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the _____ day of July 1996 by and between SBSF FUNDS,
INC. (d/b/a Key Mutual Funds), a Maryland corporation, having its principal
office and place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx (the
"Company"), on behalf of the individual Funds listed on Schedule A, individually
and not jointly, (each a "Fund" and collectively, the "Funds"), 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 Company is a series Fund registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
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:
Article 1 Terms of Appointment; Duties of the Bank
----------------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement, the
Company, on behalf of each Fund, individually and not jointly, 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 shares of common stock, (the
"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 each Fund (the "Shareholders") and set out in
the currently effective prospectus and statement of additional information
("prospectus") of each Fund, including without limitation any periodic
investment plan or periodic withdrawal program.
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1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Company and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to
the Custodian of each Fund authorized pursuant to the Articles of
Incorporation of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(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 with
broker-dealers authorized by each Fund who shall thereby be
deemed to be acting on behalf of the Fund;
(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 for dividends and distributions
declared by each 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 protecting the
Bank and the Funds, and the Bank at its option, may issue
replacement
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certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise each Fund and its
shareholders as to the foregoing; and
(x) Record the issuance of shares of each Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of shares of
the Funds that are authorized, based upon data provided to it by
the Funds, and issued and outstanding. The Bank shall also
provide each 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 Funds.
(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 accounts, preparing Shareholder meeting lists,
mailing proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, 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, 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 Funds 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)
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verify the establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
(d) Procedures as to who shall provide certain of these services in Article
1 may be established from time to time by agreement between the Company and the
Bank per the attached service responsibility schedule, established and amended
from time to time by written agreement between the Company, on behalf of each
affected Fund, and the Bank. By agreement, the Bank may at times perform only a
portion of these services and the Funds or their agent may perform these
services on the Funds' behalf.
(e) The Bank shall provide additional services on behalf of each Fund
(i.e., escheatment services) that may be agreed upon in writing between the
Company and the Bank.
(f) The Bank will not accept third-party checks in payment of the Shares.
Article 2 Fees and Expenses
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2.01 For the performance by the Bank pursuant to this Agreement, each 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 2.02 below may be changed from
time to time subject to mutual written agreement between the Company and the
Bank.
2.02 In addition to the fee paid under Section 2.01 above, each Fund agrees
to reimburse the Bank for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm, microfiche,
tabulation 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 Company
will be reimbursed by the affected Fund. The parties agree that the initial fee
schedule attached hereto will remain in effect for at least two years from the
effective date of this Agreement.
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2.03 Each Fund agrees to pay all fees and reimbursable expenses within 30
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.
Article 3 Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.03 It is empowered under applicable laws and by its Charter and Bylaws to
enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.05 It and any sub-transfer agent has and will continue to have access to
the necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3.06 It and any sub-transfer agent has and will continue to be registered
as a transfer agent with the appropriate regulatory agency and to the extent
necessary with any appropriate state regulator.
Article 4 Representations and Warranties of the Company
---------------------------------------------
The Company represents and warrants to the Bank that:
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4.01 It is a corporation duly organized and existing and in good standing
under the laws of the State of Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
4.03 All corporate proceedings required by the Articles of Incorporation
and Bylaws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end, management investment company registered under the
Investment Company Act of 1940, as amended.
4.05 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 each Fund being offered for sale.
Article 5 Data Access and Proprietary Information
---------------------------------------
5.01 Each Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to each Fund by the Bank as part of the Funds' 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. Each 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, each Fund agrees for
itself and its employees and agents:
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(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 duplicating in any way the Proprietary
Information;
(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 third-party data acquired hereunder
from being retransmitted to any other computer facility or other location,
except with the prior written consent of the Bank;
(e) that each Fund shall have access only to those authorized transactions
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 Article 5. The obligations of this Article shall
survive any earlier termination of this Agreement.
5.02 If the Company 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
included in the Data Access Services are solely responsible for the contents of
such data and each 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
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ON AN AS IS, AS AVAILABLE BASIS. 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.
5.03 If the transactions available to the Funds 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 (such transactions constituting a "COEFI"), 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 security procedures established by
the Bank from time to time.
Article 6 Indemnification
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6.01 The Bank shall not be responsible for, and each Fund, individually and
not jointly, 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 or warranty of the Fund hereunder.
(c) The 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 (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, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund.
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(e) 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.
6.02 At any time the Bank may apply to any officer of the Company for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by each Fund, individually and not jointly, for any action
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of a
Fund, reasonably 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 its 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 of written notice thereof from the Fund. The Bank, its 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 Company, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.03 In order that the indemnification provisions contained in this Article
6 shall apply, upon the assertion of a claim for which a Fund may be required to
indemnify the Bank, 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 participate with the Bank in the
defense of such claim or to defend against said claim in its own name or in the
name of the Bank. The Bank shall in no case confess any claim or make any
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compromise in any case in which a Fund may be required to indemnify the Bank
except with the Fund's prior written consent.
Article 7 Standard of Care
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7.01 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 of that of its employees.
Article 8 Covenants of the Company and the Bank
-------------------------------------
8.01 The Company shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of the
Company authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Articles of Incorporation and Bylaws of the Fund and all
amendments thereto.
8.02 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.
8.03 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 17A of the Securities Exchange Act of 1934, as amended,
Section 31 of the 1940 Act, 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 each Fund and
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will be preserved, maintained and made available in accordance with such
Sections and Rules, and will be surrendered promptly to the Funds on and in
accordance with their request.
8.04 The Bank and the Company 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.
8.05 In case of any requests or demands for the inspection of the
Shareholder records of a Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Company 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.
Article 9 Termination of Agreement
------------------------
9.01 During the initial two year term of this Agreement, this Agreement may
be terminated by either party only for "cause" upon one hundred twenty (120)
days written notice to the other.
9.02 After the initial two year term of this Agreement, either party may
terminate this Agreement upon 120 days notice for any reason or for no reason.
9.03 Should the Company exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material with respect to
each Fund will be borne by each Fund individually and not jointly. Additionally,
the Bank reserves the right to charge for any other reasonable expenses
associated with such termination and/or a charge equivalent to the average of
three (3) months' fees, provided that the Agreement has not been terminated by
the Company for "cause" (as defined in section 9.04 below).
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9.04 For purposes of this Agreement, "cause" shall mean (a) a material
breach of the terms of this Agreement; (b) the failure of the Bank to meet the
performance standards set forth on the attached schedule; (c) the material
breach of a warranty, representation or covenant contained in this Agreement;
(d) the failure to meet the standard of care set forth in Article 7 of this
Agreement; (e) an "assignment" (as defined in the 0000 Xxx) of this Agreement by
the Bank. For purposes of this Section 9.04 and Section 10.01 below, an
"assignment" of the Sub-Transfer Agent Agreement (as defined below) will be
considered an assignment of this Agreement.
Article 10 Assignment
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10.01 Neither this Agreement nor any rights or obligations hereunder may be
"assigned" (as defined in the 0000 Xxx) or delegated by either party without the
written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
10.03 The Bank will, without further consent on the part of the Company,
enter into an agreement for the performance of the some or all of the Bank's
obligations set forth in this Agreement (the "Sub-Transfer Agent Agreement")
with Boston Financial Data Services, Inc. ("BFDS"), a Massachusetts Corporation
Agreement"), 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)"); provided, however, that the Bank will be as fully responsible to
the Company for the acts and omissions of BFDS as it is for its own acts and
omissions.
Article 11 Amendment
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11.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Company.
Article 12 Massachusetts Law to Apply
--------------------------
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12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 13 Force Majeure
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13.01 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. The Bank warrants and represents that it has disaster recovery
facilities that are designed to reasonably assure that its operations with
respect to the Company and its shareholders will continue uninterrupted. The
Bank further warrants and represents that it has in place disaster recovery
procedures and that such procedures are periodically reviewed and tested.
Article 14 Consequential Damages
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14.01 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.
Article 15 Merger of Agreement
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15.01 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.
Article 16 Counterparts
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16.01 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.
Article 17 Multiple Funds
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17.01 Every reference to a Fund shall be deemed a reference solely to the
particular Fund of the Company (as set forth in Schedule A, as may be amended
from time to time). Under no circumstances shall the rights, obligations or
remedies with respect to a particular Fund constitute a right, obligation or
remedy applicable to any other Fund. In particular, and without otherwise
limiting the scope of this paragraph, the Bank shall have no right to set off
claims of a Fund by applying property of any other Fund.
Article 18 Arbitration
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18.01 Any controversy, claim, or dispute arising out of or relating to this
Agreement or the Sub-Transfer Agent Agreement, or any breach thereof, including
without limitation any dispute concerning the scope of this Article 18, will be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association as supplemented herein, and judgment upon
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
18.02 There will be three arbitrators, including at least one practicing
attorney and one certified public accountant. Pending final award, arbitrator
compensation and expenses will be advanced equally by both parties.
18.03 The AAA will hold an administrative conference with counsel for the
parties within 20 days after the filing of the demand for arbitration. The
parties and the AAA will thereafter cooperate in order to complete the
appointment of three arbitrators as quickly as possible. Within 15 days after
all three arbitrators have been appointed, an initial meeting among the
arbitrators and counsel for the parties will be held for the purpose of
establishing a plan for administration of the arbitration, including:
(a) defining the issues;
(b) scope, timing, and types of discovery, which may at the discretion of
the arbitrators include production of documents in the possession of the
parties, but may not without consent of all particles include depositions;
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(c) exchange of documents and filing of detailed statement of claim and
prehearing memoranda;
(d) schedule and place of hearings; and
(e) any other matters that may promote the efficient, expeditious, and
cost-effective conduct of the proceeding.
18.04 The arbitration will take place in the State of Ohio.
18.05 The final award will include pre-award interest at a rate of interest
determined by the arbitrators to approximate the cost to the prevailing party of
borrowing money during the relevant period.
18.06 The final award may grant such other, further and different relief as
authorized by the American Arbitration Association Commercial Arbitration Rules,
which may not include punitive damages.
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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 officers, as of the day and year first above written.
SBSF FUNDS, INC. (d/b/a Key Mutual Funds), on behalf of each
of the Funds listed on Schedule A, individually and not
jointly
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
------------------------
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Executive Vice President
ATTEST:
/s/ Xxxxxx Xxxxx
------------------------
Assistant Counsel
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SCHEDULE A
Effective as of 7/1/96 as to the following Funds:
1. Key Stock Index Fund
2. Key International Index Fund
Effective as of 7/12/96 as to the following Funds:
1. SBSF Fund
2. SBSF Convertible Securities Fund
3. SBSF Capital Growth Fund
4. Key Money Market Mutual Fund
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STATE STREET BANK AND TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
1. Receives orders for the purchase X X+
of Shares.
2. Issue shares and hold Shares in X
Shareholders accounts.
3. Receive redemption requests. X X+
4. Effect transactions 1-3 above X X+
directly with broker-dealers.
5. Pay over monies to redeeming X X+
Shareholders.
6. Effect transfers of Shares. X X+
7. Prepare and transmit dividends X X+
distributions.
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and X
accurate control book for each
issue of securities
12. Mail proxies. X
13. Mail shareholder reports. X
14. Mail prospectuses to current X
Shareholders.
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15. Withhold taxes on U.S. resident X
and non-resident alien accounts.
16. Prepare and file U.S. Treasury X
Department forms.
17. Prepare and mail account and X X+
confirmation statements for
Shareholders.
18. Provide Shareholder account X
information.
19. Blue sky reporting. X
* Such services are more fully described in Article 1.02 (a), (b) and (c) of
the Agreement.
+ Shared responsibility with each KeyCorp division responsible for their
customers represented by omnibus accounts
SBSF FUNDS, INC. (d/b/a Key Mutual Funds), on behalf of each
of the Funds listed on Schedule A, individually and not
jointly
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
-----------------------------
Assistant Secretary
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STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
---------------------------
Executive Vice President
ATTEST:
/s/ Xxxxxx Xxxxx
-----------------------------
Assistant Counsel
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Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
SBSF FUNDS, INC. (d/b/a Key Mutual Funds)
------------------------------------------------------------------------------
Annual Account Service Fees
---------------------------
Account Fee $13.25
Complex Base Fee* $600,000
Closed Account Fee $1.50
Each class is considered a fund and will be billed accordingly.
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Activity Based Fees
-------------------
New Account Set-up $5.00/each
Manual Transactions $1.50/each
Telephone Calls $1.50/each
Correspondence $2.50/each
XXX Custodial Fees (If Applicable)
----------------------------------
Annual Maintenance $10.00/account
Conversion Fee
--------------
One Time Fee $30,000
Out-of-Pocket Expenses Billed as incurred
----------------------
Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
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*This complex base fee may be allocated across the Funds at the discretion of
KeyCorp. The complex base fee is applicable up to 50 Cusips.
SBSF FUNDS, INC. (d/b/a Key Mutual Funds),
on behalf of each of the Funds listed on
Schedule A, individually and not jointly STATE STREET BANK AND TRUST CO.
By /s/ Xxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxx
----------------------------------- ---------------------------------
Title Vice President Title Executive Vice President
------------------------------- ------------------------------
Date 8-27-96 Date
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