(h)(6)
FORM OF MASTER TRANSFER AND RECORDKEEPING AGREEMENT
MASTER TRANSFER AND RECORDKEEPING AGREEMENT made as of the ___day of May,
2007 by and between each of the parties listed on Exhibit A which is attached
hereto and made a part hereof (each a "Fund" or "Funds"), each for itself and
not jointly, each having its principal place of business at 000 Xxxxx Xxxxxx,
Xxx Xxxxxxx, XX 00000, and Evergreen Service Company, LLC ("ESC"), having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H T H A T
WHEREAS, each Fund desires ESC to perform certain services for the Fund,
and ESC is willing to perform such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
each party, for itself and not jointly, agrees as follows:
1. ADDITIONAL PARTIES - Any other registered investment company for which
Atlas Advisors, Inc. or one of its affiliates serves as investment adviser,
trustee or manager may become a Fund party to this Agreement, for itself and not
jointly, by giving written notice to ESC that it has elected to become a Fund
party hereto, to which election ESC has given its written consent.
2. SERVICES - ESC shall perform for each Fund the services set forth on
Exhibit B which is attached hereto and made a part hereof. ESC shall also
perform for each Fund, without additional charge, any services which it
customarily performs in the ordinary course of business without additional
charge for the investment companies for which ESC acts as transfer agent,
dividend disbursing agent, or shareholder servicing and recordkeeping agent.
ESC shall perform such other services in addition to those set forth on
Exhibit B hereto as a Fund shall request in writing. Any of the services to be
performed hereunder, and the manner in which such services are to be performed,
shall be changed only pursuant to a written agreement signed by the parties
hereto.
ESC will undertake no activity which, in its judgment, will adversely
affect the performance of its obligations to a Fund under this Agreement.
3. FEES - Each Fund shall pay ESC for the services to be performed
pursuant to this Agreement in accordance with and in the manner set forth with
respect to such Fund on Exhibit C attached hereto and made a part hereof.
4. EFFECTIVE DATE - This Agreement shall become effective as of the date
set forth above and shall become effective as to each Fund which gives written
notice to ESC pursuant to Paragraph 1 hereof that it elects to become a party
hereto as of the date of such notice.
5. TERM - This Agreement shall be in effect until terminated in accordance
with Section 17 hereof.
6. USE OF ESC'S NAME - The Funds will not use ESC's name in any sales
literature or other material in a manner not approved by ESC in writing before
such use, unless a similar use was previously approved. Notwithstanding the
foregoing, ESC hereby consents to all uses of ESC's name which merely refer in
accurate terms to ESC's appointments hereunder or which are required by the
Securities and Exchange Commission or a state securities commission, and
provided, further, that in no case will such approval be unreasonably withheld
or delayed.
7. STANDARD OF CARE - ESC shall at all times use its best efforts and act
in good faith and in a non-negligent manner in performing all services pursuant
to this Agreement.
8. UNCONTROLLABLE EVENTS - ESC shall not be liable for damage, loss of
data, delays or errors occurring by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, fire, flood or catastrophe, acts of God, insurrection, war, riots,
or failure of transportation, communication or power supply. However, ESC shall
keep in a separate and safe place additional copies of all records required to
be maintained pursuant to this Agreement or additional tapes or discs necessary
to reproduce all such records. Furthermore, at all times during this Agreement,
ESC shall maintain an arrangement whereby ESC will have a backup computer
facility available for its use in providing the services required hereunder in
the event circumstances beyond ESC's control result in ESC not being able to
process the necessary work at its principal computer facility. ESC shall, from
time to time, upon request from any Fund provide written evidence and details of
its arrangement for obtaining the use of such a backup computer facility. ESC
shall use reasonable care to minimize the likelihood of all damage, loss of
data, delays and errors resulting from an uncontrollable event. Should such
damage, loss of data, delays or errors occur, ESC shall use its best efforts to
mitigate the effects of such occurrence. Representatives of each Fund shall be
entitled to inspect the ESC premises and operating capabilities within
reasonable business hours and upon reasonable notice to ESC.
9. INDEMNIFICATION - Each Fund shall indemnify and hold ESC, its employees
and agents harmless against any losses, claims, damages, judgments, liabilities
or expenses (including reasonable counsel fees and expenses) resulting from (1)
transactions which occurred prior to the date ESC began serving as Transfer
Agent to the Fund; (2) action taken or permitted by ESC in good faith with due
care and without negligence in reliance upon instructions received from such
Fund in accordance with Section 10 hereof or with respect to a Fund upon the
opinion of counsel for the Fund, as to anything arising in connection with its
performance under this Agreement; or (3) any act done or suffered by ESC with
respect to a Fund in good faith with due care and without negligence in
connection with its performance under this Agreement in reliance upon any
instruction, order, stock certificate or other instrument reasonably believed by
it to be genuine and to bear the genuine signature of any person or persons
authorized to sign, countersign, or execute same, and which complies with all
applicable requirements of the Fund's current prospectus(es) and statement of
additional information, this Agreement and instructions and other governing
documents provided to ESC by the Fund. For purposes of this indemnification, it
is specifically agreed that if any instruction received by ESC in accordance
with Section 10 hereof differs from the requirements set forth in the Fund's
current prospectus(es) or statement of additional information then, with regard
to that difference, the instruction, order, stock certificate or other
instrument relied upon by ESC, ESC need only comply with such instruction (and
not the current prospectus(es) or statement of additional information).
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In the event that ESC requests any Fund to indemnify or hold it harmless
hereunder, ESC shall use its best efforts to inform the Fund of the relevant
facts concerning the matter in question. ESC shall use reasonable care to
identify and promptly notify a Fund concerning any matter which ESC believes may
result in a claim for indemnification against such Fund, and shall notify the
Fund within seven days of notice to ESC of the filing of any suit or other legal
action or the institution by a government agency of any administrative action or
investigation against ESC which involves its duties under this Agreement. Each
Fund shall have the election of defending ESC against any claim with respect to
such Fund which may be the subject of indemnification or holding it harmless
hereunder. In the event a Fund so elects, it will so notify ESC. Thereupon the
Fund shall take over defense of the claim, and, if so requested by a Fund, ESC
shall incur no further legal or other expenses related thereto for which it
shall be entitled to indemnity or holding harmless hereunder; provided, however,
that nothing herein shall prevent ESC from retaining counsel to defend any claim
at ESC's own expense.
Except with the prior written consent of a Fund, ESC shall in no event
confess any claim or make any compromise in any matter in which such Fund will
be asked to indemnify or hold ESC harmless hereunder. ESC shall be without
liability to a Fund with respect to anything done or omitted to be done in
accordance with the terms of this Agreement or instructions properly received
pursuant hereto if done in good faith and without negligence or willful or
wanton misconduct. In no event shall ESC be liable for consequential damages,
lost profits, or other special damages, even if ESC has been informed of the
possibility of such damage or loss by the Fund or by third parties.
Notwithstanding the foregoing, ESC shall be liable to each Fund for any
damage or losses suffered by such Fund as a result of a delay or negligence on
the part of ESC in processing a purchase or liquidation transaction or in making
payment to a shareholder of such Fund; it being agreed that, without in any way
limiting ESC's liability for other transactions hereunder, that such damages
shall not be deemed to be consequential or special.
10. INSTRUCTIONS - ESC shall comply with all instructions issued by a Fund in
the form prescribed below which are permitted or required under Exhibit B
attached hereto. Whenever ESC takes action hereunder pursuant to instructions
from a Fund, ESC shall be entitled to rely upon such instructions only when such
instructions are signed by the President or Treasurer of the Fund or by an
individual designated in writing by the President or Treasurer as a person
authorized to give instructions hereunder. A Fund may waive the requirement that
all instructions be in writing, if such waiver defines the occurrences not
requiring written instruction, indicates the persons authorized to give such
non-written instructions, and is signed by one of the persons pursuant to the
immediately preceding sentence of this Section 10. In the event ESC obtains a
Fund's written waiver, it may rely on non-written instructions received pursuant
thereto.
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11. CONFIDENTIALITY - ESC agrees to treat as confidential all records and other
information relative to a Fund and the Fund's shareholders. ESC, on behalf of
itself and its employees, agrees to keep confidential all such information,
except, after prior notification to and approval by a Fund (which approval shall
not be unreasonably withheld and may not be withheld where ESC may be exposed to
civil or criminal contempt proceedings) when requested to divulge such
information by duly constituted authorities or when requested by a shareholder
of a Fund seeking information about his own or an appropriately related account.
12. REPORTS - ESC will furnish to each Fund and to properly authorized auditors,
examiners, investment companies, dealers, salesmen, insurance companies,
transfer agents, registrars, investors, and others designated by each Fund in
writing, such reports at such times as are prescribed for each service in
Exhibit B.
13. RIGHT OF OWNERSHIP - ESC agrees that all records and other data received,
computed, developed, used and/or stored pursuant to this Agreement are the
exclusive property of each respective Fund and that all such records and other
data will be furnished without additional charge to a Fund in available machine
readable data form immediately upon termination of this Agreement with respect
to such Fund for any reason whatsoever. Furthermore, upon a Fund's request at
any time or times while this Agreement is in effect, ESC shall deliver to such
Fund, at the Fund's expense, any or all of the data and records held by ESC
pursuant to this Agreement, in the form as requested by the Fund. On the
effective date of termination of this Agreement with respect to a Fund or, if
later, on the date a Fund ceases to use ESC's services, ESC will promptly return
to the Fund any and all records and other data belonging to the Fund free of any
claim or retention of rights by ESC.
14. REDEMPTION OF SHARES - The parties hereto agree that ESC shall process
liquidations, redemptions or repurchases of shares of each Fund, as the agent
for such Fund, in the manner described in the then current prospectus(es) and
statement of additional information for the Fund. Notwithstanding the foregoing,
ESC shall be liable for any losses, damages, claims or expenses resulting from
ESC's failure to obtain the appropriate signature guarantee with regard to any
redemption or transfer processed by ESC even if the current prospectus(es) or
statement of additional information authorizes ESC to waive the requirement of a
signature guarantee unless ESC is authorized in writing by an appropriate party
to waive such a requirement.
15. SUBCONTRACTING - Each Fund may require that ESC, or ESC may, with the prior
written consent of such Fund, subcontract with one or more of its affiliated or
other persons to perform all or part of its obligations hereunder, provided,
however, that, notwithstanding any such subcontract, ESC shall be fully
responsible to each Fund hereunder.
16. ASSIGNMENT - This Agreement and the rights and duties hereunder shall not be
assignable by ESC or any of the Fund parties hereto except by the specific
written consent of the other party.
17. TERMINATION - This Agreement may be terminated with respect to a Fund on
such date on which ESC has given such Fund not less than 180 days prior written
notice or on which such Fund has given ESC not less than 60 days prior written
notice. Upon such termination, ESC will use its best efforts to cooperate and
assist in accomplishing a timely, efficient and accurate conversion to the
person or firm which will provide the services described hereunder. This
Agreement may be terminated by any Fund without the payment of any penalty,
forfeiture, compulsory buyout amount or performance of any other obligation
which could deter termination; provided, however, that for the purpose of this
Section 17 any amount due under Section 3 of this Agreement which is undisputed
is not considered a penalty, forfeiture, compulsory buyout amount or performance
of any other obligation which could deter termination.
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This Agreement may be terminated with respect to a Fund after written
notice to ESC by the Fund if there is a material breach or violation of this
Agreement or if ESC fails to perform any of its obligations under this Agreement
and the failure continues for more than 30 days after the Fund gives notice of
the failure to ESC or bankruptcy or insolvency proceedings of any nature are
instituted by or against ESC.
18. INSURANCE - ESC shall maintain throughout the term of this Agreement a
fidelity bond(s) in an amount in excess of the minimum amount required to be
obtained by the Funds which are parties hereto pursuant to Rule 17g-1 under the
Investment Company Act of 1940 (the "1940 Act") covering the acts of its
officers, employees or agents in performing any and all of the services required
to be performed hereunder. ESC agrees to promptly notify each Fund in writing of
any material amendment or cancellation of such bond(s). ESC shall at such times
as the Fund may request, but at least once each year, notify each Fund of any
claims made pursuant to such bond(s).
19. AMENDMENT - This Agreement may be amended at any time by an instrument in
writing executed by both ESC and any Fund which is a party hereto, or each of
their respective successors, provided that any such amendment will conform to
the requirements set forth in the 1940 Act and the rules and regulations
thereunder.
20. NOTICE - Any notice shall be sufficiently given when sent by registered or
certified mail to any party at the address of such party set forth above or at
such other address as such party may from time to time specify in writing to the
other party.
21. SECTION HEADINGS - Section headings are included for convenience only and
are not to be used to construe or interpret this Agreement.
22. INTERPRETIVE PROVISIONS - In connection with the operation of this
Agreement, ESC and one or more of the Funds may agree with respect to such Funds
and ESC from time to time on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their combined opinion be consistent
with the general tenor of this Agreement. Furthermore, ESC and such Fund(s) may
agree to add to, delete from or change the services set forth with respect to
such Fund(s) in Exhibit B of the Agreement. Each such interpretive or additional
provision, and each addition, deletion or change is to be signed by all parties
affected and annexed hereto, and no such provision, addition, deletion or change
shall contravene any applicable federal or state law or regulation and no such
provision, addition, deletion or change shall be deemed to be an amendment of
any provision of this Agreement with the exception of Exhibit B hereto.
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23. GOVERNING LAW - This Agreement shall be governed by and its provisions shall
be construed in accordance with the laws of The Commonwealth of Massachusetts.
24. DELAWARE STATUTORY TRUST - Each of the Funds listed on Exhibit A attached
hereto is a Delaware statutory trust established under an Agreement and
Declaration of Trust. The obligations of such Funds are not personally binding
upon, nor shall recourse be had against the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Funds, but only the
property of such Funds shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EVERGREEN SERVICE COMPANY, LLC
By:
-----------------------------------
Name:
Title:
On behalf of the Funds listed on Exhibit A
By:
-----------------------------------
Name:
Title:
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As of May __, 2007
EXHIBIT A
Atlas Funds, a Delaware Statutory Trust consisting of the following series:
Atlas Dual Focus Fund
Atlas Emerging Growth Fund
Atlas Global Growth Fund
Atlas Growth Opportunities Fund
Atlas Independence Eagle Bond Fund
Atlas Independence Flagship Fund
Atlas Independence Star Spangled Fund
Atlas S&P 500 Index Fund
Atlas Strategic Growth Fund
Atlas Value Fund
Atlas American Enterprise Bond Fund
Atlas California Municipal Bond Fund
Atlas National Municipal Bond Fund
Atlas Strategic Income Fund
Atlas U.S. Government and Mortgage Securities Fund
Atlas California Municipal Money Fund
Atlas Money Market Fund
Atlas Insurance Trust, a Delaware Statutory Trust consisting of the following
series:
Atlas Balanced Growth Portfolio
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EXHIBIT B
The services provided for in this Agreement shall be performed by ESC, or
any agent appointed by ESC pursuant to Section 15 of this Agreement, under the
name of Evergreen Service Company, LLC (ESC) and this name or any similar name
or logo will not be used by ESC or its agents for any purposes other than those
related to this Agreement or to any other agreement which ESC may enter into
with any of the Fund (s) or with companies affiliated with the Fund (s).
The offices of ESC shall be open to perform the services pursuant to this
Agreement on all days when the Fund is open to transact business.
ESC will perform all services normally provided to investment companies
such as the Fund(s), and the quality of such services shall be equal to or
better than that provided to the other investment companies serviced by ESC.
With respect to each Fund, by way of illustration, but not limitation, these
services will include:
1. Establishing, maintaining, safeguarding and reporting on
shareholder account information and account histories, (including
registration, name and address recorded in generally accepted
form, dealer, representative, branch, and territory information,
mailing address, distribution address, various codes and specific
information relating to (if applicable); withdrawal plans,
letters of intent, systematic investing, insured redemptions
plans, account groupings for rights of accumulation discount
processing, and for account group reporting for plan accounts and
other accounts grouped for master sub-account reporting.)
2. Recording and controlling shares outstanding in certificate
("issued") and non- certificate ("unissued") form.
3. Maintaining a record for each certificate issued to include
certificate number,
account number, issued date, number of shares, canceled date or stop
date, where appropriate.
4. Reconciling the number of outstanding shares of each Fund on a daily
basis with the Fund and the Fund's custodian, promptly correcting
any differences noted.
5. Establishing and maintaining a trade file on behalf of each Fund
based on trade information furnished to the transfer agent by the
Fund or its distributors.
6. Accepting and processing direct cash investments however received
and investing such investments promptly in shareholder accounts.
7. Passing upon the adequacy of documents properly endorsed and
guaranteed submitted by or on behalf of a shareholder to transfer
ownership or redeem shares.
8. Transferring ownership of shares upon the books of each Fund.
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9. Redeeming shares and preparing and mailing redemption checks or wire
proceeds as instructed.
10. Preparing and promptly mailing account statements to the shareholder
or such other authorized address and, when appropriate, as
instructed by a Fund, to the dealer or dealer branch, whenever
transaction activity effecting share balances are posted to a Fund
account that is of the type that should receive such statement.
11. Checking surrendered certificates for stop transfer instructions.
12. Canceling certificates surrendered.
13. Maintaining and updating a stop transfer file, promptly placing stop
transfer codes upon notification of possible loss, destruction or
disappearance of a certificate. Upon receipt of proper documentation
obtaining necessary insurance forms and issuing replacement
certificates.
14. Balancing outstanding shares of record with the custodian prior to
each distribution and calculating and paying or reinvesting
distributions to shareholders of record and to open trade
receivables and free stock.
15. Processing exchanges of shares of one Fund or Portfolio for another,
calculating proper sales charges and collecting fees as required.
16. Processing withdrawal plan liquidations according to plan
instructions.
17. Reporting to each Fund and its custodian daily the capital stock
activities and dollar amounts of transactions.
18. Promptly answering inquiries from shareholders, dealers, Fund
personnel, and others as requested in accordance with the terms of
this Agreement as to account matters, referring policy or investment
matters to the Fund.
19. Mailing reports and special mailings, as directed by a Fund, to all
shareholders or selected holders or dealers.
20. Providing services with regard to the annual or special meetings of
a Fund, including preparation and timely mailing of proxy material
to shareholders of record and others as directed by the Fund, and
receiving, examining and recording all properly executed proxies and
performing such follow-up as required by the Fund.
21. Providing periodic listings and tallies of shareholder votes and
certifying the final tally.
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22. Providing an inspector of elections at the annual or any special
meetings of a Fund.
23. Maintaining tax information for each account, deducting amounts
where required and furnishing to a Fund, its shareholders, dealers
and, when appropriate, regulatory bodies, the necessary tax
information, all in compliance with the various applicable laws.
24. Maintaining records of account and distribution information for
checks and confirmations returned as undeliverable by the Post
Office.
25. Maintaining records and reporting sales information for Blue Sky
reporting purposes.
26. Calculating and processing Fund mergers or stock dividends, as
directed by a Fund.
27. Maintaining all Fund records as required by state, federal, or
securities laws.
28. Reconciling all investment, distribution and redemption accounts.
29. Providing for the replacement of uncashed distribution or redemption
checks.
30. Making available to a Fund and its distributors at their locations
devices which will provide immediate electronic access to
computerized records maintained for a Fund.
31. Providing space and such technical expertise as may be required to
enable a Fund and its properly authorized auditors, examiners and
others designated by the Fund in writing to properly understand and
examine all books, records, computer files, microfilm and other
items maintained pursuant to this Agreement, and to assist as
required in such examination.
32. Mailing prospectuses to existing accounts on receipt of the first
direct investment transaction after a new prospectus has been issued
by a Fund.
33. Maintaining information, performing the necessary research and
producing reports required to comply with all applicable state
escheat or abandoned property laws.
34. Implementing and operating the Funds' anti-money laundering program.
35. Monitoring compliance with prospectus rules and regulations.
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With respect to each Fund, the Transfer Agent will produce reports as requested
by a Fund including, but not limited to, the following:
Shareholder Account Confirmation As required
Redemption Checks When redemption is made
Withdrawal plan payment checks On payment cycle
Distribution checks As required
Name and address labels
(per account registration) As requested
Proxy When required
1099 Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily and (monthly) cash proof Daily
Daily and (monthly) share proof Daily
Daily master control Daily
Blue Sky exception Daily
Blue Sky master list Monthly and whenever a
new permit is issued
by a state
Blue Sky sales report Cycle as designated in
advance by distributor
Check register Daily
Account information reports When requested
(Monthly) Cumulative Monthly
transaction
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New account list Monthly
Shareholder master list When requested
Sales by State Monthly
Activities statistics Monthly
Distribution journals As required
Proxy tallies and vote listings When requested
Withdrawal plan account check Monthly
reconciliation
Dividend account check As required
reconciliation
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