TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this __ day of ________, 1998, by and
between Xxxxxxx Funds, Inc., a Maryland corporation (the "Corporation"),
and Sunstone Investor Services, LLC, a Wisconsin limited liability company
("Sunstone").
WHEREAS, the Corporation is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "Act") and is
authorized to issue shares of common stock (the "Shares") in separate
classes with each such class representing Shares in a separate portfolio
of securities and other assets; and
WHEREAS, the Corporation and Sunstone desire to enter into an
agreement pursuant to which Sunstone shall provide certain transfer agency
services to such investment portfolios of the Corporation as are listed on
Schedule A hereto and any additional investment portfolios the Corporation
and Sunstone may agree upon and include on Schedule A as such Schedule may
be amended from time to time (such investment portfolios and any
additional investment portfolios are individually referred to as a "Fund"
and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
ARTICLE I
APPOINTMENT OF TRANSFER AGENT
A. Appointment.
1. The Corporation hereby appoints Sunstone as transfer agent
and dividend disbursing agent of all the Shares of the Funds during the
period of this Agreement, and Sunstone hereby accepts such appointment as
transfer agent and dividend disbursing agent and agrees to perform the
duties thereof as hereinafter set forth.
2. Sunstone shall perform the transfer agent and dividend
disbursing agent services described on Schedule B hereto. To the extent
that the Corporation requests Sunstone to perform any additional services,
Sunstone and the Corporation shall mutually agree as to the services to be
accomplished, the manner of accomplishment and the compensation to which
Sunstone shall be entitled with respect thereto.
3. Sunstone may, in its discretion, appoint in writing other
parties qualified to perform transfer agency services reasonably
acceptable to the Corporation (individually, a "Sub-transfer Agent") to
carry out some or all of its responsibilities under this Agreement with
respect to a Fund; provided, however, that unless the Corporation shall
enter into a written agreement with such Sub-transfer Agent, the Sub-
transfer Agent shall be the agent of Sunstone and not the agent of the
Corporation and, in such event Sunstone shall be fully responsible for the
acts or omissions of such Sub-transfer Agent and shall not be relieved of
any of its responsibilities hereunder by the appointment of such Sub-
transfer Agent.
4. Sunstone shall have no duties or responsibilities whatsoever
hereunder except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against Sunstone.
B. Documents/Records.
1. In connection with such appointment, the Corporation shall
deliver or cause to be delivered to Sunstone the following documents:
a) A copy of the Articles of Incorporation and By-laws of the
Corporation and all amendments thereto, and a copy of the resolutions of
the Board of Directors of the Corporation appointing Sunstone and
authorizing the execution of this Transfer Agency Agreement on behalf of
the Funds;
b) A certificate signed by the President and Secretary of the
Corporation specifying: the number of authorized Shares and the number of
such authorized Shares issued and currently outstanding, if any; the names
of the officers of the Corporation authorized to provide oral instructions
and to sign written instructions and requests on behalf of the Corporation
(hereinafter referred to as "Authorized Persons") and to change the
persons authorized to provide such instructions from time to time, it
being understood Sunstone shall not be held to have notice of any change
in the authority of any Authorized Person until receipt of written notice
thereof from the Corporation; and
c) Copies of the Corporation's Registration Statement, as amended
to date, and the most recently filed Post-Effective Amendment thereto,
filed by the Corporation with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "1933 Act"), and under the
0000 Xxx.
2. The Corporation agrees to deliver or to cause to be delivered
to Sunstone in Milwaukee, Wisconsin, at the Corporation's expense, all of
its shareholder account records relating to the Funds in a format
acceptable to Sunstone and all such other documents, records and
information as Sunstone may reasonably request in order for Sunstone to
perform its services hereunder.
ARTICLE II
COMPENSATION & EXPENSES
A. Compensation. In consideration for its services hereunder as
transfer agent and dividend disbursing agent, each Fund will pay to
Sunstone such compensation as provided in Schedule C.
B. Expenses. The Corporation on behalf of each Fund also agrees to
promptly reimburse Sunstone for all reasonable out-of-pocket expenses or
disbursements incurred by Sunstone in connection with the performance of
services under this Agreement including, but not limited to, expenses for
postage, express delivery services, freight charges, envelopes, checks,
drafts, forms (continuous or otherwise), specially requested reports and
statements, bank account service fees and charges, telephone calls,
telegraphs, stationery supplies, outside printing and mailing firms,
magnetic tapes, reels or cartridges (if sent to a Fund or to a third party
at a Fund's request) and magnetic tape handling charges, on-site and off-
site record storage, media for storage of records (e.g., microfilm,
microfiche, optical platters, computer tapes and disks), computer
equipment installed at a Fund's request at a Fund's or a third party's
premises, telecommunications equipment, telephone/telecommunication lines
between the Corporation and its agents, on one hand, and Sunstone on the
other, proxy soliciting, processing and/or tabulating costs, transmission
of statement data for remote printing or processing, and transaction fees
to the extent any of the foregoing are paid by Sunstone.
C. Payment Procedures.
1. Amounts due hereunder shall be due and paid by the respective
Fund on or before the thirtieth (30th) day after the date of the statement
therefor (the "Due Date"). Service fees are billed monthly, and out-of-
pocket expenses are billed as incurred (unless prepayment is requested by
Sunstone). If requested by Sunstone, postage and other out-of-pocket
expenses are payable in advance, and in the event requested, postage is
due at least seven days prior to the anticipated mail date. In the event
Sunstone requests advance payment, Sunstone shall not be obligated to
incur such expenses or perform the related service(s) until payment is
received. Sunstone may, at its option, arrange to have various service
providers submit invoices directly to the Funds for payment of out-of-
pocket expenses reimbursable hereunder. The Corporation is aware that its
failure to pay all amounts in a timely fashion so that they will be
received by Sunstone on or before the Due Date will give rise to costs to
Sunstone not contemplated by this Agreement, including but not limited to
carrying, processing and accounting charges. Accordingly, in the event
that any amounts due hereunder are not received by Sunstone within ten
(10) days of the date of a notice of past due amounts, the Corporation
shall pay a late charge equal to one and one-half percent (1.5%) per month
or the maximum amount permitted by law, whichever is less from the date of
the past due notice to the date of Sunstone's receipt of payment of such
past due amount. In addition, the Corporation shall pay all costs of
collection, including reasonable attorney's fees and court costs, of
Sunstone. The parties hereby agree that such late charge represents a fair
and reasonable computation of the costs incurred by reason of late payment
or payment of amounts not properly due. Acceptance of such late charge
shall in no event constitute a waiver of a Fund's breach or prevent
Sunstone from exercising any other rights and remedies available to it.
2. In the event that any charges are disputed, The Fund shall, on
or before the Due Date, pay all undisputed amounts due hereunder and
notify Sunstone in writing of any disputed charges for out-of-pocket
expenses which it is disputing in good faith. Payment for such disputed
charges shall be due on or before the close of the fifth (5th) business
day after the day on which Sunstone provides to the Fund documentation
which an objective observer would agree reasonably supports the disputed
charges (the "Revised Due Date"). Late charges shall not begin to accrue
as to charges disputed in good faith until the first day after the Revised
Due Date.
ARTICLE III
PROCESSING AND PROCEDURES
A. Issuance, Redemption and Transfer of Shares
1. Sunstone acknowledges that it has received a copy of each
Fund's Prospectus (as hereinafter defined), which Prospectus describes how
sales and redemptions of shares of each Fund shall be made and Sunstone
agrees to accept purchase orders and redemption requests with respect to
Fund shares on each Fund Business Day in accordance with such Prospectus.
"Fund Business Day" shall be deemed to be each day on which the New York
Stock Exchange is open for trading, and "Prospectus" shall mean the last
Fund prospectus actually received by Sunstone from the Fund with respect
to which the Fund has indicated a registration statement under the 1933
Act has become effective, including the Statement of Additional
Information, incorporated by reference therein.
2. On each Fund Business Day Sunstone shall, as of the time at
which the net asset value of each Fund is computed, issue to and redeem
from the accounts specified in a purchase order or redemption request in
proper form and accepted by the Corporation, which in accordance with the
Prospectus is effective on such day, the appropriate number of full and
fractional Shares based on the net asset value per Share of the respective
Fund specified in an advice received on such Fund Business Day from or on
behalf of the Fund.
3. Upon the issuance of any Shares in accordance with this
Agreement, Sunstone 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.
4. Sunstone shall not be required to issue any Shares after it
has received from an Authorized Person or from an appropriate federal or
state authority written notification that the sale of Shares has been
suspended or discontinued, and Sunstone shall be entitled to rely upon
such written notification.
5. Upon receipt of a redemption request and monies paid to it by
the Custodian in connection with a redemption of Shares, Sunstone shall
cancel the redeemed Shares and after making appropriate deduction for any
withholding of taxes required of it by applicable federal law, make
payment in accordance with the Fund's redemption and payment procedures
described in the Prospectus.
6. (a) Except as otherwise provided in sub-paragraph (b) of this
paragraph, Shares will be transferred or redeemed upon presentation to
Sunstone of instructions properly endorsed for exchange, transfer or
redemption, accompanied by such documents as the Corporation and Sunstone
deem necessary to evidence the authority of the person making such
transfer or redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. Sunstone reserves 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 by an Authorized Person or except as provided in sub-paragraph
(b) of this paragraph, a guarantee of signature by an "Eligible Guarantor
Institution" as that term is defined by SEC Rule 17Ad-15. Sunstone also
reserves the right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is legally authorized,
and it shall incur no liability for the refusal, in good faith, to make
transfers or redemptions which Sunstone, in its judgment, deems improper
or unauthorized, or until it is satisfied that there is no reasonable
basis to any claims adverse to such transfer or redemption. Sunstone may,
in effecting transfers and redemptions of Shares, rely upon those
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from
time to time, applicable to the transfer of securities, and shall not be
responsible for any act done or omitted by it in good faith in reliance
upon such laws.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, Sunstone shall be fully
protected by each Fund in not requiring any instruments, documents,
assurances, endorsements or guarantees, including, without limitation, any
signature guarantees, in connection with a redemption, exchange or
transfer of Shares whenever Sunstone reasonably believes that requiring
the same would be inconsistent with the transfer and redemption procedures
as described in the Prospectus.
7. Notwithstanding any provision contained in this Agreement to
the contrary, Sunstone shall not be required or expected to require, as a
condition to any transfer or redemption of any Shares pursuant to a
computer tape or electronic data transmission, any documents to evidence
the authority of the person requesting the transfer or redemption and/or
the payment of any stock transfer taxes, and shall be fully protected in
acting in accordance with the applicable provisions of this Article.
8. In connection with each purchase and each redemption of
Shares, Sunstone shall send such statements as are prescribed by the
Federal securities laws applicable to transfer agents or as described in
the Prospectus. It is understood that certificates representing Shares
will not be offered by the Corporation or available to investors.
9. On each Fund Business Day Sunstone shall supply the Fund with
a statement specifying with respect tot he immediately preceding Fund
Business Day: the total number of Shares of the 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 and the dollar amount redeemed from Shareholders by
Sunstone on such day and the total number of Shares of the Fund issued and
outstanding.
10. Procedures for effecting purchase, redemption or transfer
transactions accepted from investors by telephone or other methods shall
be established by mutual agreement between the Corporation and Sunstone
and consistent with the terms of the Prospectus. Sunstone upon notice to
the Corporation may establish such additional procedures, rules and
regulations governing the purchase, redemption or transfer of Shares, as
it may deem advisable and consistent with the Prospectus and such rules
and regulations generally adopted by mutual fund transfer agents.
Sunstone shall not be liable, and shall be held harmless by the
Corporation, for its actions or omissions which are consistent with the
foregoing procedures.
11. Prior to the effective date of any increase or decrease in
the total number of Shares authorized to be issued, or the issuance of any
additional Shares of a Fund pursuant to stock dividends, stock splits,
recapitalizations, capital adjustments or similar transactions, the
Corporation agrees to deliver to Sunstone such documents, certificates,
reports and legal opinions as Sunstone may reasonably request.
B. Dividends and Distributions.
1. The Corporation shall furnish to Sunstone a copy of a
resolution of its Board of Directors, certified by an Authorized Person,
either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof,
the record date as of which shareholders entitled to payment, or accrual,
as the case may be, 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 Sunstone on such payment date, or (ii) authorizing the declaration of
dividends and distributions on a daily or other periodic basis and
authorizing Sunstone to rely on a certificate of an Authorized Person
setting forth the information described in subsection (i) of this
paragraph.
2. In connection with a reinvestment of a dividend or
distribution of Shares of a Fund, Sunstone shall as of each Fund Business
Day as specified in a certificate or resolution described in paragraph 1,
issue Shares of the Fund based on the net asset value per Share of such
Fund specified in an advice received from or on behalf of the Fund on such
Fund Business Day.
3. Upon the mail date specified in such certificate or
resolution, as the case may be, the Corporation shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in an
account in the name of Sunstone on behalf of a Fund, an amount of cash, if
any, sufficient for Sunstone to make the payment, as of the mail date,
specified in such Certificate or resolution, as the case may be, to the
Shareholders who were of record on the record date. Sunstone will, upon
receipt of any such cash, make payment of such cash dividends or
distributions to the shareholders of record as of the record date.
Sunstone shall not be liable for any improper payments made in accordance
with a certificate or resolution described in the preceding paragraph. If
Sunstone shall 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, Sunstone shall, upon notifying the Fund,
withhold payment to all shareholders of record as of the record date until
sufficient cash is provided to Sunstone.
4. It is understood that Sunstone in its capacity as transfer
agent and dividend disbursing agent shall in no way be responsible for the
determination of the rate or form of dividends or capital gain
distributions due to the shareholders pursuant to the terms of this
Agreement. It is further understood that Sunstone shall file with the
Internal Revenue Service and shareholders such appropriate federal tax
forms concerning the payment of dividend and capital gain distributions
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.
C. Records.
1. Sunstone shall keep such records as are specified in Schedule
D hereto in the form and manner, and for such period, as it may deem
advisable but not inconsistent with the rules and regulations of
appropriate government authorities, in particular Rules 31a-2 and 31a-3
under the 1940 Act. Sunstone may deliver to the Corporation from time to
time at Sunstone's discretion, for safekeeping or disposition by the
Corporation in accordance with law, such records, papers and documents
accumulated in the execution of its duties as such transfer agent, as
Sunstone may deem expedient, other than those which Sunstone is itself
required to maintain pursuant to applicable laws and regulations. The
Corporation shall assume all responsibility for any failure thereafter to
produce any record, paper, canceled Share certificate, or other document
so returned, if and when required. To the extent required by Section 31
of the 1940 Act and the rules and regulations thereunder, the records
specified in Schedule D hereto maintained by Sunstone, which have not been
previously delivered to the Corporation pursuant to the foregoing
provisions of this paragraph, shall be considered to be the property of
the Corporation, shall be made available upon request for inspection by
the officers, employees, and auditors of the Corporation, and shall be
delivered to the Corporation promptly upon request and in any event upon
the date of termination of this Agreement, in the form and manner kept by
Sunstone on such date of termination or such earlier date as may be
requested by the Corporation.
2. Sunstone agrees to keep all records and other information
relative to the Corporation, the Funds and their shareholders
confidential. In case of any requests or demands for the inspection of
the shareholder records of a Fund, Sunstone will endeavor to notify the
Fund promptly and to secure instructions from an Authorized Person as to
such inspection. Sunstone reserves the right, however, to exhibit the
shareholder records to any person whenever it reasonably believes there is
a reasonable likelihood that Sunstone will be held liable for the failure
to exhibit the shareholder records to such person; provided, however, that
in connection with any such disclosure Sunstone shall promptly notify the
Corporation that such disclosure is to be made. Notwithstanding the
foregoing, Sunstone may disclose information when requested by a
shareholder concerning an account as to which such shareholder claims a
legal or beneficial interest or when requested by the Corporation, the
shareholder or the dealer of record as to such account.
ARTICLE IV
CONCERNING THE CORPORATION
A. Representations. The Corporation represents and warrants to
Sunstone that:
(a) It is a Corporation duly organized and existing under the
laws of the State of Maryland, it is empowered under applicable laws and
by its Articles of Incorporation and By-Laws to enter into and perform
this Agreement, and all requisite proceedings have been taken to authorize
it to enter into and perform this Agreement.
(b) It is an investment company registered under the 1940 Act.
(c) A registration statement under the 1933 Act with respect to
the Shares is effective. The Corporation shall notify Sunstone if such
registration statement or any state securities registrations have been
terminated, lapse or a stop order has been entered with respect to the
Shares.
B. Covenants.
1. The Corporation will provide to Sunstone copies of all
amendments to its Articles of Incorporation and By-laws made after the
date of this Agreement. If requested by Sunstone, each copy of the
Articles of Incorporation and By-laws of the Corporation and copies of all
amendments thereto shall be certified by the Secretary of the Corporation.
2. The Corporation shall deliver to Sunstone the Fund's currently
effective Prospectus and, for purposes of this Agreement, Sunstone shall
not be deemed to have notice of any information contained in such
Prospectus until a reasonable time after it is actually received by
Sunstone.
3. All requisite steps will be taken by the Corporation from time
to time when and as necessary to register the Corporation's shares for
sale in all states in which the Corporation's shares shall at the time be
offered for sale and require registration. If at any time the Corporation
receives notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Corporation shares, or of any
stop order or other proceeding under the federal securities laws affecting
the sale of Corporation shares, the Corporation will give prompt notice
thereof to Sunstone.
4. The Corporation will comply with all applicable requirements
of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940
Act, blue sky laws, and any other applicable laws, rules and regulations.
5. The Corporation agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and obligations of
Sunstone hereunder, it shall advise Sunstone of such proposed change at
least 30 days prior to the intended date of the same, and shall proceed
with such change only if it shall have received the written consent of
Sunstone thereto, which shall not be unreasonably withheld.
ARTICLE V
CONCERNING THE TRANSFER AGENT
A. Representations. Sunstone represents and warrants to the Fund
that:
(a) It is a limited liability company duly organized and
existing under the laws of the State of Wisconsin, is empowered under
applicable law and by its Operating Agreement to enter into and perform
this Agreement, and all requisite proceedings have been taken to authorize
it to enter into and perform this Agreement.
(b) It is duly registered as a transfer agent under Section 17A
of the Securities Exchange Act of 1934, as amended, to the extent
required.
B. Limitation of Liability; Indemnification.
1. Sunstone shall use reasonable care and act in good faith in
providing services under this Agreement, but shall not be liable for any
loss or damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, in the absence of its bad faith, willful
misfeasance, negligence or reckless disregard of its duties under this
Agreement.
2. The Corporation on behalf of the Funds agrees to indemnify and
hold harmless Sunstone, its employees, agents, members, officers and
nominees from and against any and all claims, demands, actions and suits,
whether groundless or otherwise, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and
other expenses of every nature and character arising out of or in any way
relating to Sunstone's actions taken or nonactions with respect to the
performance of services under this Agreement or based, if applicable, upon
reliance on information, records, instructions (oral or written) or
requests given or made to Sunstone by the Funds, its officers, directors,
agents or representatives; provided that this indemnification shall not
apply to actions or omissions of Sunstone in cases of its own willful
misfeasance or negligence, and further provided that prior to confessing
any claim against it which may be the subject of this indemnification,
Sunstone shall give the Funds written notice of and reasonable opportunity
to defend against said claim in its own name or in the name of Sunstone.
The indemnity and defense provisions provided hereunder shall indefinitely
survive the termination of this Agreement.
3. Sunstone agrees to indemnify and hold harmless the Funds, its
employees, agents, directors, officers and nominees from and against any
and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities,
losses, damages, costs, charges, counsel fees and other expenses of every
nature and character resulting from Sunstone's bad faith, willful
misfeasance, negligence or reckless disregard of its duties under this
Agreement; provided that prior to confessing any claim against it which
may be the subject of this indemnification, the Funds shall give Sunstone
written notice of and reasonable opportunity to defend against said claim
in its own name or in the name of the Funds. The indemnity and defense
provisions provided hereunder shall indefinitely survive the termination
of this Agreement.
4. Sunstone assumes no responsibility hereunder, and shall not be
liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its reasonable control. Sunstone will,
however, take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond Sunstone's control.
5. In no event and under no circumstances shall either party to
this Agreement be liable to anyone, including, without limitation to the
other party, for consequential or punitive damages for any act or failure
to act under any provision of this Agreement even if advised of the
possibility thereof.
6. Notwithstanding anything herein to the contrary, Sunstone
shall not be liable and shall be indemnified in acting upon any writing or
document reasonably believed by it to be genuine and to have been signed
or made by an Authorized Person or verbal instructions which the
individual receiving the instructions on behalf of Sunstone reasonably
believes in good faith to have been given by an Authorized Person, and
Sunstone shall not be held to have any notice of any change of authority
of any person until receipt of written notice thereof from a Fund or such
person.
7. At any time Sunstone may request instructions and/or receive
directions from an Authorized Person with respect to any matter arising in
connection with Sunstone's duties and obligations under this Agreement,
and Sunstone shall not be liable for any action taken or permitted by it
in good faith in accordance with such instructions or directions. Such
request for instructions by Sunstone may set forth any action proposed to
be taken or omitted by Sunstone with respect to its duties or obligations
under this Agreement and the date on and/or which such action shall be
taken. Sunstone shall not be liable for any action taken or omitted in
accordance with a proposal included in any such request on or after the
date specified therein unless, prior to taking or omitting any such
action, Sunstone has received instructions in response to such application
specifying the action to be taken or omitted. Sunstone may consult
counsel of the Corporation at the expense of the Corporation and shall be
fully protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Corporation.
8. Notwithstanding any of the provisions of this Agreement to the
contrary, Sunstone shall be under no duty or obligation under this
Agreement to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the authority of a
Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of
any Shares, the propriety of the amount to be paid therefor, or the
authority of a Fund, as the case may be, to request such transfer or
redemption;
(c) The legality of the declaration of any dividend by a Fund,
or the legality of the issue of any Shares in payment of any stock
dividend, or the legality of any recapitalization or readjustment of
Shares.
C. Year 2000 Compliance
Sunstone represents that its proprietary systems will be Year 2000
compliant in all material respects with regard to the services to be
provided herein and shall monitor the Year 2000 compliance status of its
software vendors.
ARTICLE VI
TERM
1. This Agreement shall remain in full force and effect until
_______, 2000 (the "Initial Term"), and thereafter shall automatically
extend for successive twelve (12) month terms unless earlier terminated as
provided below.
2. Either of the parties hereto may terminate this Agreement
after the Initial Term by giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than
ninety (90) days after the date of receipt of such notice. In the event
such notice is given by a Fund, it shall be accompanied by a copy of a
resolution of the Board of Directors of the Corporation, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating the successor transfer agent or transfer agents. In the
event such notice is given by Sunstone, the Fund shall on or before the
termination date, deliver to Sunstone a copy of a resolution of its Board
of Directors certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer agents. In the absence
of such designation by the Fund, the Fund shall upon the date specified in
the notice of termination of this Agreement and delivery of the records
maintained hereunder, be deemed to be its own transfer agent and Sunstone
shall thereby be relieved of all duties and responsibilities pursuant to
this Agreement. Fees and out-of-pocket expenses incurred by Sunstone, but
unpaid by a Fund upon such termination, shall be immediately due and
payable upon and notwithstanding such termination.
3. In the event this Agreement is terminated as provided herein,
Sunstone, upon the written request of the Corporation, shall deliver the
records of the Corporation to the Corporation or its successor transfer
agent in the form maintained by Sunstone. The Corporation shall be
responsible to Sunstone for all out-of-pocket expenses and for the
reasonable costs and expenses associated with the preparation and delivery
of such media, including: (a) any custom programming requested by the
Corporation in connection with the preparation of such media; (b)
transportation of forms and other materials used in connection with the
processing of Fund transactions by Sunstone; and (c) transportation of
records and files in the possession of Sunstone. Sunstone shall not
reduce the level of service provided to the Corporation following notice
of termination by the Corporation.
ARTICLE VII
MISCELLANEOUS
A. Notices. Any notice required or to be permitted to be given by
either party to the other shall be in writing and shall be deemed to have
been given when sent by registered or certified mail, postage prepaid,
return receipt requested, as follows: Notice to Sunstone shall be sent to
Sunstone Investor Services, LLC, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX, 00000, Attention: Xxxxxx X. Xxxxxxx, and notice to the
Corporation shall be sent to Xxxxxxx Funds, Inc., 0000 Xxxxx Xxxx Xxxxxx,
Xxxxxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxx.
B. Amendments/Assignments.
1. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the formality
of this Agreement.
2. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This
Agreement shall not be assignable by either party without the written
consent of the other party except that Sunstone may assign this Agreement
to an affiliate with advance written notice to the Corporation.
C. Wisconsin Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Wisconsin. If any part, term
or provision of this Agreement is determined by the courts or any
regulatory authority having jurisdiction over the issue 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.
D. Counterparts. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
E. Non-Exclusive; Other Agreements. The services of Sunstone
hereunder are not deemed exclusive and Sunstone shall be free to render
similar services to others. Except as specifically provided herein, this
Agreement does not in any way affect any other agreements entered into
among the parties hereto and any actions taken or omitted by any party
hereunder shall not affect any rights or obligations of any other party
hereunder.
F. Captions. The captions in the 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 or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective corporate officer, thereunto duly
authorized and their respective corporate seals to be hereunto affixed, as
the day and year first above written.
SUNSTONE INVESTOR SERVICES LLC XXXXXXX FUNDS, INC.
By: __________________________ By: ________________________________
(Signature) (Signature)
_____________________________ ________________________________
(Name) (Name)
_____________________________ ________________________________
(Title) (Title)
_____________________________ ________________________________
(Date Signed) (Date Signed)
Schedule A
to the
Transfer Agent Agreement
by and between
Xxxxxxx Funds, Inc.
and
Sunstone Investor Services LLC
Name of Funds
Large Cap Equity Fund
Small Cap Equity Fund
International Equity Fund
Intermediate Fixed Income Fund
Schedule B
to the
Transfer Agent Agreement
by and between
Xxxxxxx Funds, Inc.
and
Sunstone Investor Services LLC
SERVICES
Maintenance of accounts
- Maintain accounts for each shareholder of record;
- Scan documents related to omnibus accounts;
- Issue periodic statement for shareholder of record.
Shareholder servicing and shareholder transactions
- Respond to written and telephone (recorded lines) inquiries from
broker-dealers and other authorized individuals representing
shareholder of record for information about their accounts maintained
on Sunstone's system;
- Process purchase and redemption orders for shareholders of record;
- Set-up account information, including address, taxpayer
identification numbers and wire instructions for shareholders of
record;
- Issue transaction confirmations for shareholders of record.
Compliance reporting
- Provide required reports to the Securities and Exchange Commission,
the National Association of Securities Dealers and the states in which
each fund is registered;
- Prepare and distribute any required Internal Revenue Service forms
relating to earned income and capital gains to fund and shareholders of
record.
Dealer/load processing
- Provide dealer access through NSCC's FundSERV;
- Calculate fees due under 12b-1 plans for distribution and marketing
expenses; and
Telephone service representatives on-line access
- Respond to inquiries from dealers or other authorized individuals
representing shareholders of record related to:
- Share balances;
- Account registration;
- Dividend and capital gain distribution status;
- Transaction dates and types;
- Shares traded;
- Tax ID number for shareholders of record;
- Address;
- Dealer information;
- Shares purchased/redeemed today;
- Dividend accrual, current dividend period; and
- Market value of shares.
Standard reports
-Purchases and redemptions, (monthly)
-Rule 12b-1 reports (quarterly)
Other Service Features
In addition to the standard features listed above, Sunstone's system
offers additional features to meet specialized needs.
Specialized needs
-12b-1 fee calculations
-Duplicate statements to authorized third parties
Schedule C
to the
Transfer Agent Agreement
by and between
Xxxxxxx Funds, Inc.
and
Sunstone Investor Services LLC
FEE SCHEDULE
Schedule D
to the
Transfer Agent Agreement
by and between
Xxxxxxx Funds, Inc.
and
Sunstone Investor Services LLC
RECORDS MAINTAINED BY SUNSTONE
Checks including check registers, reconciliation records and any
adjustment records
Shareholder correspondence regarding shareholders of record
Shareholder transaction records for shareholders of record
Share transaction history of the Funds for shareholders of record
