TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made this 17th day of August, 1993, by and between
Pacific Capital Funds, an unincorporated business trust organized under the laws
of Massachusetts (the "Trust"), and Administrative Data Management Corp., a
corporation organized and existing under the laws of the State of New York
("ADM").
R E C I T A L S
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
currently offering two classes of shares (the "Shares"); and
WHEREAS, the Trust desires to retain ADM to serve as the Trust's transfer
agent, registrar and dividend disbursing agent for the funds listed in Appendix
E, and ADM is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints ADM to serve as transfer agent,
registrar and dividend disbursing agent for the Trust, for the period and on the
terms set forth in this Agreement. ADM accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
for in Paragraph 15 of this Agreement.
2. Delivery of Documents.
a. The Trust has furnished ADM with copies properly certified or
authenticated of each of the following:
1) Resolutions of the Trust's Board of Trustees authorizing
the execution of this Agreement;
2) Appendix B identifying and containing the signatures of
the Trust's officers and other persons authorized to
sign Written Instructions and give Oral Instructions
(referred to herein as "Authorized Persons"), each as
hereinafter defined, on behalf of the Trust;
3) The Trust's Declaration of Trust filed with the
Secretary of State of the Commonwealth of Massachusetts
and all amendments thereto (such Declaration of Trust,
as presently in effect and as it shall from time to time
be amended, is herein called the "Declaration");
4) The Trust's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from
time to time be
amended, are herein called the "By Laws ');
5) The Trust's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act")
and under the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") and all amendments thereto;
6) The Trust's most recent prospectus and statement of
additional information (such prospectus and statement of
additional information, as from time to time in effect
and all amendments and supplements thereto are herein
called the "Prospectus").
b. ADM has furnished the Trust with copies properly certified or
authenticated of its Registration Statement on Form TA-1 under
the Securities Exchange Act of 1934, as amended and all annual
or other public reports filed with the SEC as may be requested
by the Trust.
c. Each party from time to time will furnish the other with
copies, properly certified or authenticated, of all amendments
or supplements to the foregoing, if any. Neither party is
obligated hereby to provide the other with otherwise
confidential information.
3. Definitions.
a. "Authorized Person". As used in this Agreement, the term
"Authorized Person" means the Trust's officers and other
persons duly authorized by the Board of Trustees of the Trust
to give Oral and Written Instructions on behalf of the Trust
and listed on the Certificate annexed hereto as Appendix B or
any amendment thereto as may be received by ADM from time to
time.
b. "Oral Instructions". As used in this Agreement, the term "Oral
Instructions" means verbal instructions actually received by
ADM from an Authorized Person or from a person reasonably
believed by ADM to be an Authorized Person.
c. "Written Instructions". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by
mail, telegram, cable, telex or facsimile sending device (a
"fax"), and received by ADM and signed by an Authorized Person
or reasonably believed by ADM to have been signed by or
authorized by an Authorized Person unless otherwise required
by a resolution of the Board of Trustees furnished to ADM
pursuant to Section 2(a) hereof.
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4. Instructions Consistent with Declaration. etc.
a. Unless otherwise provided in this Agreement, ADM shall act
only upon Oral or Written Instructions. Although ADM may take
cognizance of the provisions of the Declaration and By-Laws of
the Trust, each Trust's Prospectus and the laws, rules and
regulations applicable to the Trust, ADM may assume that any
Oral or Written Instructions received hereunder are not in any
way inconsistent with any provisions of such Declaration or
By-Laws, the Trust's Prospectus or with any laws, rules or
regulations applicable to the Trust or any vote, resolution or
proceeding of the Shareholders, or of the Board of Trustees,
or of any committee thereof.
b. ADM shall be entitled to rely upon any Oral Instructions and
any Written Instructions actually received by ADM pursuant to
this Agreement and shall have no liability for any action
which it takes or omits in accordance with such Oral
Instructions or Written Instructions. The Trust shall forward
to ADM Written Instructions confirming Oral Instructions in
such manner that the Written Instructions are received by ADM,
whether by hand delivery, telex, facsimile sending device or
otherwise, as promptly as practicable after Oral Instructions
are given to ADM. The Trust agrees that the fact that such
confirming Written Instructions are not received by ADM shall
in no way affect the validity of the actions or transactions
or enforceability of the actions or transactions authorized by
the Trust by giving Oral Instructions.
5. Transactions Not Requiring Instructions.
a. In the absence of contrary Written Instructions, ADM is
authorized to take and to the extent set forth in the
Activities List shall take the following actions:
1) issuing, transferring and redeeming Shares;
2) opening, maintaining and closing accounts of
Shareholders;
3) answering procedural and administrative inquires from
shareholders and brokers;
4) causing the reinvestment in Shareholders' accounts of
dividends and distributions declared upon shares;
5) transferring the investment of an investor into, or
from, the shares of other open-end investment companies,
if and to the extent permitted by the Prospectus;
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6) processing redemptions;
7) examining and approving legal transfers;
8) furnishing to Shareholders confirmations of transactions
relating to their Shares;
9) preparing and mailing to the Internal Revenue Service
and all payees all information returns and payee
statements required under the Internal Revenue Code in
respect to the Trust's dividends and distributions and
taking all other necessary actions in connection with
the dividend and other withholding requirements of the
Internal Revenue Code;
10) mailing to Shareholders annual and semi-annual response
prepared by or on behalf of the Trust, and mailing new
Prospectuses upon their issue to Shareholders.
11) preparation and sending such other information from the
Trust records held by ADM as may be reasonably requested
by an Authorized Person;
12) preparing and sending to the Trust such affidavits of
mailing and certifications as are reasonably requested
by an Authorized Person; and
13) maintaining such books and records relating to
transactions effected by ADM as are required by the 1940
Act, or by any other applicable provisions of law, to be
maintained by the Trust or ADM with respect to such
transactions, and preserving, or causing to be
preserved, any such books and records for such periods
as may be required by any such law, rule or regulation.
and which is consistent with ADM's current procedures.
b. In connection with the holding of annual or special meetings of
Shareholders, ADM agrees to prepare and furnish to the Trust
certified lists of Shareholders as of such meeting date, in such
form and containing such information as may be required by the Trust
to comply with any applicable provisions of law or its Declaration
and/or By-Laws relating to such meetings. ADM shall be reimbursed
for out-of-pocket expenses in performing such services, such as the
costs of forms, envelopes and postage. ADM at its cost with the
consent of the Trust may employ another firm to perform all or some
of the functions required by this subsection. The Trust shall pay
such additional charges as the parties may agree upon for the
services of ADM in connection with special meetings of Shareholders
of the Trust in excess of one such meeting per Trust held in any
fiscal year of the
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Trust.
c. ADM shall furnish to the Trust such information and at such
intervals as the Trust may reasonably request for the Trust to
comply with the normal registration and/or the normal reporting
requirements of the SEC, Blue Sky authorities or other regulatory
agencies. All such information shall be materially correct and
complete based upon information supplied to ADM.
d. ADM shall, in addition to the services herein itemized, if so
requested by the Trust and for such additional fees as the Trust and
ADM may from time to time agree upon, perform and do all other acts
and services that are customarily performed and done by transfer
agents, dividend disbursing agents and shareholder servicing agents
of open-end mutual funds such as the Trust, provided that normally
occurring improvements in the services of such agents will be
provided without initial capital cost to the Trust and at service
fees which are competitive with those prevailing in the industry.
e. The parties hereto agree that without prejudice to any other
provisions of this Agreement, the functions of ADM and the Trust
under this Agreement will be substantially performed in accordance
with the Activities List set forth in Appendix A to this Agreement.
Such Activities List as amended from time to time is an integral
part of this Agreement. In the event that the provisions of this
Agreement are in conflict with or are inconsistent with those set
forth in such Activities List; the provisions of the Activities List
shall govern.
f. ADM agrees to provide to the Trust upon request such information as
may reasonably be required to enable the Trust to reconcile the
number of outstanding Shares of each Trust between ADM's records and
the account books of each Trust.
6. Authorized Shares. The Trust hereby represents that the Declaration
authorizes the Board of Trustees to issue an unlimited number of shares.
7. Dividends and Distributions. The Trust shall furnish ADM with the
amount of each dividend and with appropriate evidence of action by the Trust's
Board of Trustees authorizing the declaration of dividends and distributions in
respect of Shares as described in the then current Prospectus. Upon declaration
of each dividend, each capital gain distribution or other distribution by the
Board of Trustees of the Trust, the Trust shall promptly notify ADM of the date
of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
reinvestment date and price which is to be used to purchase Shares for
reinvestment, all sufficiently in advance (at least one business day prior to
the record date) to permit ADM to process properly such dividend or capital gain
distribution or other distribution in a timely and orderly manner.
Sufficiently in advance of each payment date to permit ADM to have federal
funds
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available to it for the payment thereof, the Trust will transfer, or cause the
Custodian to transfer, to ADM in its capacity as dividend disbursing agent, at
First Financial Savings Bank, S.L. or at such bank or other financial
institution as ADM with the consent of the Trust shall select, which may but
need not be an affiliate of ADM, the total amount of the remit portion of the
dividend or distribution currently payable. After deducting any amount
reasonably believed by ADM to be required to be withheldADM by any applicable
tax laws, rules and regulations or other applicable laws, rules and regulations,
based upon information available to it, ADM shall, as agent for each Shareholder
and in accordance with the provisions of the Declaration, then current
Prospectus, and shareholder elections, invest dividends in Shares in the manner
described in the Prospectus or pay them in cash.
ADM shall prepare, file with the Internal Revenue Service, and address and
mail to shareholders such returns and information relating to dividends and
distributions paid by the Trust as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal Revenue
Service. The Trust shall promptly provide ADM with the information necessary to
prepare such returns and information, all sufficiently in advance to permit ADM
to prepare properly and mail such returns and information in a timely and
orderly manner. On behalf of the Trust, ADM shall pay on a timely basis to the
appropriate Federal authorities any taxes withheld on dividends and
distributions paid by the Trust.
8. Notification of ADM. The Trust shall promptly notify ADM of the closing
net asset value per share and the offering price per share each day there are
any transaction in shares of the Trust, but in any event not later than 120
minutes after the closing of the New York Stock Exchange. ADM will process all
transactions based on the current day's net asset value price per share and the
offering price per share, provided that ADM receives such prices no later than
7:30 p.m. In the event the Trust provides such prices after 6:00 p.m., the Trust
shall pay ADM the Late Pricing Charges set forth on Appendix D. In the event
that the Trust is unable to provide ADM such prices, the Trust may elect to
instruct ADM either to process the day's transactions at an alternative price
("Alternate Price"), calculated either at (i) the previous day's prices, or (ii)
such other price determined by the Trust. In the event the Trust fails to notify
ADM of an Alternate Price before 7:30 p.m., then ADM, at its sole discretion,
may process transactions at the price last determined by the Trust. In the event
ADM is not so notified, it may assume that the price is unchanged from the prior
price.
9. Communications with Shareholders.
a. Communications to Shareholders. The Trust shall prepare, print
and provide ADM with sufficient quantities of all
communications by the Trust to its shareholders all
sufficiently in advance to permit ADM to properly address and
mail in a timely and orderly manner all communications by the
Trust to its Shareholders, including reports to Shareholders,
dividend and distribution notices and proxy material for its
meetings of Shareholders. ADM agrees to mail all such material
to shareholders of the Trust in a timely manner. ADM shall not
be responsible for receiving and tabulating
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the proxy cards for the meetings of the Trust's Shareholders.
ADM shall, however, upon request, provide the Trust with a
list of Shareholders as of a specific date.
b. Correspondence. ADM will answer such correspondence from
Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between ADM and the
Trust.
10. Records. ADM shall keep the records described on the Activities List,
including but not limited to the following:
a. accounts for each Shareholder showing the following
information:
1) name, address and United States Taxpayer Identification
Number;
2) number of Shares held and number of Shares for which
certificates, if any, have been issued, including
certificate numbers and denominations;
3) historical information regarding the account of each
Shareholder, including dividends and distributions paid
and the date and the price, if applicable, for all
transactions in a Shareholder's account;
4) any stop or restraining order placed aganst a
Shareholder's account;
5) any correspondence relating to the current maintenance
of a Shareholder's account;
6) information with respect to withholding in the case of a
foreign account; and
7) information with respect to withholding in the case of
an account subject to backup withholding;
8) any information required in order for ADM to perform any
calculations contemplated or required by this Agreement.
The books and records pertaining to the Trust which are in the
possession of ADM shall be the property of the Trust. Such
books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws and rules
and regulations in effect from time to time, and consistent
with ADM's current practices. ADM will, if so requested by the
counsel to the Trust, modify the manner in which such books
and records
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are prepared and maintained so as to comply with the
reasonable opinion of such counsel as to such laws and rules.
The Trust, or the Trust's authorized representatives, shall
have access to such books and records at all times during
ADM's normal business hours. Upon the reasonable request of
the Trust, copies of any such books and records shall be
provided by ADM to the Trust or the Trust's authorized
representative at the Trust's expense.
11. Reports and Other Information.
Upon reasonable request of the Trust, provided that the Cost or effort
required therefor are, singly or in the aggregate, not unduly burdensome or
expensive to it, ADM will promptly transmit to the Trust, at no additional cost
to the Trust, (a) documents and information in the possession of ADM and not
otherwise available necessary to enable it and its affiliates to comply with the
requirements of the Internal Revenue Service, the SEC, the National Association
of Securities Dealers, Inc., state blue sky authorities, and any other
regulatory bodies having jurisdiction; (b) documents and information in the
possession of ADM necessary to enable the Trust to conduct annual and special
meetings of its Shareholders; and (c) such other information, including
Shareholder lists and statistical information concerning accounts as may be
agreed upon from time to time between the Trust and ADM.
12. Cooperation with Accountants. ADM shall cooperate with the Trust's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available on a timely basis to such accountants for the
expression of their unqualified opinion, including but not limited to the
opinion included in the Trust's annual report to Shareholders and on Form N-SAR,
or similar form.
13. Confidentiality. ADM agrees on behalf of itself and its employees to
treat confidentially all confidential records and other confidential information
relative to the Trust and its prior, present or potential Shareholders and
relative to the Trust's Distributor and its prior, present or potential
customers. ADM will not divulge any such confidential records or information to
anyone other than the Shareholder, dealer, Trust, or other person, firm,
corporation or other entity (governmental or otherwise) which ADM reasonably
believes is entitled to such records or information, provided that it shall,
with respect to any non-routine governmental investigation or inquiry, first
provide notice thereof to the Trust.
14. Equipment Failures. ADM shall maintain adequate and reliable computer
and other equipment necessary or appropriate to carry out its obligations under
this Agreement. In the event of computer or other equipment failures at its own
facilities beyond ADM's reasonable control, ADM shall, at its expense, use its
best efforts to minimize service interruptions. Thc foregoing obligation of ADM
shall not extend to computer terminals owned or maintained by others, and
located outside of premises maintained by ADM. ADM represents that it has
presently in effect backup and emergency systems described on Appendix C hereto.
ADM will maintain such arrangements or equivalent while this Agreement is in
force unless ADM notifies
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the Trust to the contrary and establishes to the satisfaction of the Trust that
industry standards no longer require such arrangements.
15. Compensation. As compensation for the services rendered by ADM during
the term of this Agreement, ADM shall be entitled to receive such reimbursement
for out-of-pocket expenses and such compensation as is specified on Appendix D
attached hereto or as may from time to time be otherwise mutually agreed on in
writing between the parties.
16. Responsibility of ADM. In the performance of its duties hereunder, ADM
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits to insure the accuracy and
completeness of all services performed under this Agreement.
ADM and the affiliates and agents of ADM shall not be responsible for or
liable for any taxes, assessments, penalties, fines or other governmental
charges of whatever description which may be levied or assessed on any basis
whatsoever in connection with withholding of amounts, verifying or providing
taxpayer identification numbers or otherwise under applicable tax laws and
preparing and filing of tax forms, excepting only for taxes assessed on the
basis of its compensation hereunder, provided that ADM exercises the care and
diligence required by this Agreement.
ADM and the affiliates and agents of ADM shall not be responsible or
liable for the actions, inactions, or any losses or damages caused by any such
actions or inactions of any agents. brokers or others who are specifically
selected by the Trust in writing.
17. Release. ADM understands that the obligations of this Agreement are
not binding upon any Shareholder of the Trust personally, but bind only the
Trust's property; ADM represents that it has notice of the provisions of the
Trust's Declaration disclaiming Shareholder liability for acts or obligations of
the Trust.
The Trust understands that the obligations of this Agreement are not
binding upon the parent corporation of ADM or any affiliates or subsidiaries of
ADM and that the Trust, its Directors, Trustees, Officers, Shareholders and
others shall look only to the separate assets of ADM.
18. Right to Receive Advice.
a. Advice of Trust. If ADM shall be in reasonable doubt as to any
action to be taken or omitted by it, it may request, and shall
receive, from the Trust directions or advice, including Oral
or Written Instructions where appropriate.
b. Advice of Counsel. If ADM shall be in doubt as to any question
of law involved in any action to be taken or omitted by ADM,
it may request advice without cost to itself from counsel of
its own choosing (who may be counsel for the Adviser, the
Trust or ADM, at the option of ADM).
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c. Conflicting Advice. In case of conflict between directions,
advice or Oral or Written Instructions received by ADM
pursuant to subparagraph (a) of this paragraph and advice
received by ADM pursuant to subparagraph (b) of this
paragraph, ADM shall be entitled to rely on and follow the
advice received pursuant to the latter provision alone.
d. Protection of ADM. The Trust shall indemnify and hold harmless
ADM, each of ADM's affiliated companies, and all of the
divisions, subsidiaries, directors, officers, agents,
employees and assigns of each of the foregoing (collectively,
"Indemnified Transfer Agent Parties"), against and from any
and all demands, damages, liabilities, and losses, or any
threatened, pending or completed actions, claims, suits,
complaints, proceedings, or investigations (including
reasonable attorneys fees and other costs, including all
expenses of litigation or arbitration, judgments, fines or
amounts paid in settlement) to which any of them may be or
become subject as a result or arising out of: (i) any action
or inaction which it takes in reliance on the provisions of
the Trust's Prospectus, procedures established between ADM and
the Trust, or in reliance on any directions, advice or Oral or
Written Instructions received pursuant to subparagraph (a) or
(b) of this paragraph which ADM, after receipt of any such
directions, advice or Oral or Written Instructions, in good
faith reasonably believes to be consistent with such
directions, advice or Oral or Written Instructions, as the
case may be; (ii) any negligent act or omission by the Trust
or its officers, employees or agents; (iii) the Trust's
failure to comply with any of the terms of this Agreements.
However, nothing in this paragraph shall be construed as
imposing upon ADM any obligation (i) to seek such directions,
advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written
Instructions when received, unless, under the terms of another
provision of this Agreement, the same is a condition to ADM's
properly taking or omitting to take such action. However, this
indemnification shall not apply to actions or omissions of ADM
in cases of its own bad faith, willful misfeasance, negligence
or from reckless disregard by it of its obligations and duties
hereunder; and provided further that prior to confessing any
claim against it which may be the subject of this
indemnification, ADM shall give the Trust written notice of
and a reasonable opportunity to defend against said claim in
its own name or in the name of ADM.
19. Compliance with Governmental Rules and Regulations. ADM shall have no
responsibility for insuring that the contents of each Prospectus of the Trust
complies with all applicable requirements of the 1933 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having jurisdiction,
except that ADM shall cause a senior officer of ADM, or his or her designee to
provide such information and represents and warrants that all information so
furnished by it for specific use in any such Prospectus will be correct and
complete in all material respects.
20. Records From Others: ADM, its affiliates and agents shall have no
responsibility or liability for the accuracy or completeness of any documents,
records, or information maintained
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or provided by or reasonably believed by ADM to have been maintained or provided
by the Trust or anyone on behalf of the Trust and the Trust hereby specifically
agrees that ADM, its affiliates and agents may rely on and will be fully
protected in so relying on the completeness and accuracy of all such documents,
records and information; provided, that ADM will inform the Trust of material
errors coming to its attention in the course of the performance of its duties
hereunder.
ADM, its affiliates and agents may conclusively rely on, and will be fully
protected in relying on, the authenticity and accuracy of any documents or
communications, whether oral, written or facsimile, it receives from the Trust
or which ADM, its affiliates or agents reasonably believes are from the Trust,
provided these are received from Authorized Persons in accordance with this
Agreement. This provision will apply to, among other things, the daily public
offering and net asset value prices for Trust shares; instructions from the
Trust concerning dividends and other distributions; and other matters relating
to the Trust and its shareholders.
21. Responsibilities of the Trust: The Trust hereby acknowledges and
agrees that ADM, its affiliates and its agents are responsible only for those
functions and duties set forth in this Agreement and unless so set forth are not
responsible for any of the following which are to be handled by the Trust:
a. creating or maintaining any records on behalf of the Trust or
others required by any federal or state law, or regulation or
rule of any agency thereof or any self-regulatory authority
except (i) those relating to shareholder account information
set forth in Rule 31a-1(b)(2)(iv) promulgated under the 1940
Act or equivalent regulation applicable from time to time; and
(ii) such additional records as may reasonably be requested
from time to time by the Trust which are customarily
maintained by transfer agents to mutual funds, and which ADM
by use of its best efforts may provide at minimal cost and
inconvenience to it; with respect to these records ADM agrees
that they: (i) are the property of the Trust; (ii) will be
maintained by ADM for the period prescribed in Rule 3la-2 or
equivalent regulation; (iii) will be made available, upon
request to the Trust and the SEC; and (iv) will be surrendered
promptly upon the request of the Trust;
b. determining the legality of any sale, exchange, issuance or
redemption of any shares of the Trust;
c. determining the legality of any communications, oral or
written which is sent or provided by ADM, its affiliates or
its agents on behalf of the Trust;
d. complying with any federal or state laws or the regulations or
rules of any agency thereof or of any self-regulatory
authority except those specifically applicable to ADM as a
transfer agent;
e. filing any documents on behalf of the Trust or any one else
with any federal
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or state government or with any agency thereof or any
self-regulatory authority except ADM will file with the
Internal Revenue Service copies of 1099-Div, 1099-R and
1099-B, 5498 and 1042S Forms sent to shareholders of the Trust
and forms relating to withholding and non-resident alien
withholding;
f. monitoring the activities of the Trust or any one else for
their compliance with applicable law, rules and regulations or
with the provisions of the Trust's Prospectus, of Trust,
By-Laws or other governing instruments; or
g. compliance of the Trust or others with applicable federal and
state laws, regulations and rules of any agency thereof, or of
any self-regulatory authority pertaining to the registration
of the Trust or of shares of the Trust or the legality of
their sale although ADM will, in order to provide the Trust
with assistance in complying with normal Blue Sky
requirements, upon the reasonable request of the Trust provide
the Trust with a report generated from the information readily
available to ADM detailing the amount of shares of the Trust
purchased and redeemed and the states of residence of the
shareholders purchasing or redeeming such shares.
h. payment of any penalty or assessment imposed by the Internal
Revenue Service for failure to certify a shareholder's
taxpayer identification number, or for an incorrect taxpayer
identification number.
22. Information and Documents:
a. The Trust shall promptly provide ADM with the current
Prospectus for the Trust, the Annual and Semi-Annual Reports
to Shareholders of the Trust, Proxy Statement and other Trust
material, all in sufficient quantities and sufficiently in
advance to permit ADM to provide them to Shareholders of the
Trust in a timely and orderly fashion.
b. To the extent necessary or appropriate to enable ADM to carry
out its responsibilities under this Agreement, the Trust
shall:
1) promptly notify ADM of all material events which affect
the Trust or any affiliate of the Trust;
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2) promptly notify ADM of any suits or other proceedings
threatened or actually instituted against the Trust or
any affiliate of the Trust by the federal government,
any state government, or any agency thereof (including
but not limited to the SEC, the Securities Commission of
any state) or by the National Association of Securities
Dealers, Inc., or any other self-regulatory authority;
3) promptly notify ADM of any consent order, stop orders or
similar orders affecting the Trust or any affiliate of
the Trust issued by the federal government, any state
government, or any agency thereof (including but not
limited to the SEC, the Securities Commission of any
state) or by the National Association of Securities
Dealers, Inc. or any other self-regulatory authority;
4) promptly provide ADM, with copies of the audited Annual
Financial Statements for each affiliate of the Trust
which is an Investment Advisor, Investment Sub-Advisor,
Distributor or Administrator of thc Trust;
5) promptly provide ADM, upon request, with copies of any
filings made by the Trust or any affiliate of the Trust
which is an Investment Advisor, Investment Sub-Advisor,
Distributor or Administrator of the Trust with the
federal government or any state government or any agency
thereof or with any self-regulatory authority;
6) promptly provide ADM, upon request, with copies of any
documents relating to items (2) and (3) above; and
7) discuss with ADM changes in the description of ADM and
the services which ADM provides to shareholders
contained in the Prospectus of the Trust at the time of
filing any amendments to the registration statement of
the Trust involving any such change. ADM shall use its
best efforts to assure the accuracy and completeness of
all material information furnished by it for inclusion
in any such document.
23. Indemnification. Neither party nor any of its nominees shall be
indemnified against any liability to the other party (or any expenses incident
to such liability) arising solely out of (a) such party's or such nominee's own
willful misfeasance, bad faith or gross negligence or reckless disregard of its
duties in connection with the performance of any duties, obligations or
responsibilities provided for in this Agreement or (b) such party's or such
nominee's own negligent failure to perform its duties expressly provided for in
this Agreement or otherwise agreed to in writing.
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24. Liability.
a. ADM shall be responsible for the performance of its
obligations under this Agreement notwithstanding the
delegation of some or all of such obligations to others in
accordance with the terms of this Agreement.
b. ADM shall not be responsible for loss, liability cost or
expense arising out of occurrences beyond its control caused
by fire, flood, power failure, unanticipated equipment
failure, acts of God, or war or civil insurrection; provided,
however, that it shall have contingency planning for equipment
or electrical failure and such other contingencies as provided
in this Agreement.
25. Insurance. ADM shall maintain fidelity, errors and omissions and other
insurance coverage in amounts and on terms and conditions as set forth in
information provided to the Trust from time to time.
26. Advancement of Monies: Nothing in this Agreement shall require ADM or
any affiliate or agent of ADM to pay any monies prior to its receipt of federal
funds for such payment or for ADM or any of its affiliates or agents to incur or
assume any liability for the payment of any such monies prior to its receipt of
federal funds for such payment.
27. Exclusivity. It is expressly understood and agreed that the services
to be rendered by ADM to the Trust under the provisions of this Agreement are
not deemed to be exclusive and ADM shall be free to render similar or different
services to others.
28. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are reasonably necessary to effectuate the
purposes hereof.
29. Amendments. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought.
30. Assignment. This Agreement and the performance hereunder may not be
assigned by ADM without the Trust's written consent. Notwithstanding the
previous sentence, ADM may, without the Trust's consent, assign the performance
of all or a portion of its responsibilities and duties hereunder to an affiliate
of ADM, provided that the Trust shall incur no additional cost or expense in
connection therewith.
31. Declaration and Termination. This Agreement shall continue until
termination by the Trust or ADM on ninety (90) days' advance written notice to
the other party.
32. Notices. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed:
14
a. if to ADM at:
Administrative Data Management Corp.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Ms. Xxxx Xxxxxx, Senior Vice President
or to such other address as ADM shall instruct the Trust, in
writing, from time to time;
b. if to the Trust at:
Attn. , President
or to such other address as the Trust shall instruct ADM, in
writing, from time to time; or
c. if to neither of the foregoing, at such other address as shall
have ben notified to the sender of any such Notice or other
communication.
33. Singular versus Plural. When the context so requires, "Trust" shall
mean "Trusts".
34. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Oral Instructions. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. None of the provisions contained in this
Agreement shall be deemed waived or modified because of a previous failure of a
party to insist upon strict performance thereof. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
15
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
Attest: ADMINISTRATIVE DATA
MANAGEMENT CORP.
__________________________ By:___________________________
Xxxx Xxxxxx
Sr. Vice President
Attest: PACIFIC CAPITAL FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------- --------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
16
APPENDIX A
ACTIVITIES LIST
It is understood that the Trust, its Custodian, and other persons, firms.
corporations or other entities performing services for or on behalf of the Trust
shall provide ADM and the Trust with such services, information, or other
assistance as may be necessary or appropriate to permit ADM to properly perform
the services hereunder.
A. SHAREHOLDER ACCOUNTING SERVICES
1. General Scope. In accordance with the terms of the Agreement, ADM
will provide a comprehensive Shareholder accounting service
generally consistent with that provided to other investment
companies, including:
a. dividend accounting;
b. arrangement for wire receipt and payout of Shareholder funds;
c. to the extent that it is reasonably within the control of, or
can be reasonably arranged without additional cost by ADM, the
rapid and efficient transfer of investment monies between
various accounts as follows: (i) Federal funds will be
available immediately and (ii) monies generated from checks
deposited will be available on the second business day
subsequent to the date of deposit.
d. to the extent that it is reasonably within the control of, or
can reasonably be arranged without additional cost incurred by
ADM, the effective and controlled processing of expedited
redemptions and exchanges by telegraphic and telephonic means.
2. Computer Accounting and Record Keeping.
a. ADM will perform daily maintenance and routine file update.
b. ADM will perform a dividend credit run as required in order to
credit all existing Shareholder accounts with each daily
dividend, monthly dividend, capital gain distribution or other
distribution. ADM will establish new and adjust or close
existing Shareholder accounts if necessary on or as of each
business day.
c. ADM will take reasonable precautions for safeguarding of all
Shareholder accounts during these computer runs.
d. ADM will provide continuous proof to the outstanding Shares
maintained
17
by the Trust on a daily basis, and off-line availability of
all file data pertaining to Shareholder accounts.
e. ADM will to the extent technically feasible create and
maintain the ability to liquidate and back out dividends
reinvested in accounts which are subsequently liquidated by or
on behalf of the Trust due to nonreceipt of funds, improper
registration, or other sufficient reason.
3. Establishing and Servicing Accounts. ADM will, as set forth in the
Trust's Prospectus, or substantially in conformity with procedures
established by or on behalf of the Trust, accept instructions from
investors to open new accounts and perform such functions consistent
with opening a new account:
a. Accept applications in proper form sent directly to the Trust
or its Custodian when they are properly delivered to ADM;
b. Accept applications in proper form sent directly to it when
they are received by ADM;
c. Transfer Shares accompanied by apparent proper instructions;
d. Audit and verify payment items for apparent compliance with
the requirements established by the Trust, e.g. minimum
investment amount. apparent proper endorsements and other
particulars as prescribed in the prospectus. The Trust will
provide ADM, from time to time, with names and taxpayer
identification numbers of individuals entitled to purchase
shares at a reduced offering price as described in the
prospectus;
e. Process W-9 or similar forms received by ADM; and compare upon
receipt of a computer tape from the Internal Revenue Service
taxpayer identification numbers contained in such tape against
those maintained by ADM.
f. Assign account numbers as necessary and, where appropriate,
indicate the account number on applications;
g. Review payment items to determine whether the payee, original
or by endorsement on such payment items corresponds to the
registration of the account to which it is to be credited
(permitted exceptions include ADM or the Trust specified as
the payee when accompanied by a valid account number or all
necessary documents to establish a new account or such other
exceptions as ADM and the Trust shall agree upon);
h. Tune stamp all incoming mail;
18
i. Produce microfilm record of all incoming checks and other
documentation on filmstrips or other microfilm retrieval
method so as to be retrievable and reproducible upon request;
j. Process address changes and acknowledge such changes to
previous address of record;
k. Answer inquiries from Shareholders or other individuals,
corporations, or other entity who appear to be the
Shareholder, dealer or otherwise entitled to receive
information as to account information;
1. Open new accounts per telephone instructions from dealers or
fiduciaries pending receipt of funds transmitted by bank wire
or other means and new account applications, including
duplicates where requested, when funds are received by ADM or
the Trust's Custodian; process redemption orders on such new
accounts, provided that new account applications have been
completed by the Shareholder and received by ADM before any
redemption orders are processed.
m. Prepare confirmations in such form as may be agreed between
the Trust and ADM from time to time for all "Open Accounts"
after each non-dividend transaction in a Shareholder's account
which affects the share balance; mailing confirmations to the
Shareholder as such changes occur;
n. Process on a daily basis if necessary or appropriate routine
transactions such as:
(1) Deposit or withdrawal of Shares from Shareholders'
accounts;
(2) Changes of address;
(3) Miscellaneous changes;
(4) Stops or holds on transfers;
(5) Instructions relating to the remittance or reinstatement
of dividends and other distributions;
o. Incorporate in the Shareholder accounting software and
procedures the necessary flags, audits, and tests reasonably
designed to assure that the various provisions and
requirements specified elsewhere in this Agreement to be
performed by ADM will be substantially satisfied.
B. TRANSFER AGENT SERVICES
19
In accordance with the Agreement, and in particular Section 5(d) thereof,
ADM will perform the functions normally performed by the transfer agent for
other investment companies of a similar type. Such functions shall include but
not necessarily be limited to:
1. Processing.
a. Keep such records in the form and manner as ADM may deem
advisable but not inconsistent with the rules and regulations
of appropriate governmental authorities applicable to ADM or
as may otherwise be agreed from time to time in writing
between the Trust and ADM;
b. Process transfers as requested by Shareholders or persons.
firms. corporations or other entities ADM reasonably believes
to be the Shareholder or authorized to act on behalf of the
Shareholder including obtaining and reviewing papers and all
other documents necessary to satisfy transfer requirements;
the Trust will, upon request of ADM, advise ADM of the
transfer requirements of ADM, and ADM will be fully protected
by the Trust if it is following such transfer requirements:
c. Process initial and subsequent investments from Shareholders;
d. Process payments into shareholder accounts through the
Automated Clearing House ("ACH") system;
e. Upon receipt of proper telephone instructions, initiate debits
from shareholders' bank accounts for investment into their
Trust accounts, provided that ADM has received written
authorization on from each such shareholder in a form approved
by ADM;
f. Transmit dividends to shareholders' checking or savings
accounts through the ACH system, provided that ADM has
received written authorization from each shareholders in a
form approved in a from approved by ADM;
g. Process and record redemption of Shares to satisfy ordinary
redemptions;
h. Proportionally allocated dividends, which are provided to ADM
by the Trust in gross dollar amount, to the benefit of the
Trust Shareholders entitled to receive them. The procedure
used must show that the amount allocated daily substantially
balance to the gross dollar amount provided by the Trust to
ADM.
2. Custody and Control of Shares. Shares will be credited to the
Shareholder's account in non-certificate form. ADM will
examine requests for transfer or redemption of shares for
apparent genuineness or alterations; pass upon the apparent
validity thereof including endorsements,
20
signature guarantees and (if applicable) tax stamps or
waivers, provided that ADM shall not be required to compare
any such endorsements against other records it maintains
except in accordance with written procedures agreed upon
between it and the Trust.
C. SUBSCRIPTION AGENT SERVICES
ADM will act as Subscription Agent for the Trust. In addition to
subscription functions described elsewhere in this Agreement, the Transfer Agent
will maintain a subscription account not titled in ADM's name.
a. The account shall be provided by First Financial Savings Bank,
S.L.A. at the costs set forth in Appendix D-1;
b. The account shall serve as the sole depository for
subscription monies intended for the purchase of Shares until
such funds are transferred to the Custody Account;
c. ADM shall be prepared to receive and efficiently process
incoming cash, checks, Federal Reserve Drafts and bank wire
transfers of funds;
d. Withdrawals from the account shall be for the purpose of
transferring funds into the Custody Account or, where
appropriate, the crediting or payment of commissions including
dealer's commissions; withdrawals are also permitted to
accommodate net settlements with the Custodian, or required
refunds to broker due to cancelled trades;
e. No dividend or redemption or any other payments shall be made
to Trust Shareholders from the Subscription Account;
f. ADM will cashier all items presented in payment as
expeditiously as possible.
1. In connection with managing the Subscription Account, ADM will
exercise all possible care in satisfying operational requirements in
each of the following critical areas:
a. Validation Receipt of Good Subscription Funds. Procedures and
criteria are to be established by ADM and approved by an
Authorized Person for the purpose of providing assurance that
good (collected) funds were received from Shareholders prior
to paying out any redemption proceeds (as a result of one or
more specific redemption requests). Such procedures are to
deal with:
(1) Establishing and maintaining procedures reasonably
designed to
21
assure the clearance and collection of checks which are
otherwise properly drawn.
(a) ADM shall not honor any redemption payment until
it has determined, by telephone call to the drawee
bank or otherwise, that the deposit has cleared
the drawee bank or until fifteen (15) calendar
days after the receipt of such subscription
payment, in order to permit the orderly clearing
thereof;
(2) Returned Checks. Shareholder checks returned for account
closures or check stops will be promptly processed.
Shares purchase will be reversed as of the original
purchase date. Upon receipt of returned checks for other
reasons, ADM will send a letter notifying the
shareholder and allow 10 business days for response
before the item will be processed for liquidation.
Returned checks will be cleared promptly and processed
through a the Subscription Account in conjunction with
the following actions:
(a) Place a hold on the account to prevent redemption
of the amount of such returned check or such
lesser amount as is in the affected account;
(b) Determine how many shares are to be liquidated due
to the investment attributable to such returned
check:
(c) Calculate and back out accrued dividends, if any,
attributable to such investment;
(d) Process the liquidation for the appropriate
amount;
(e) Mail the Shareholder confirmation of the
liquidation and the check with a letter of
explanation;
(f) Take reasonable steps to recover commissions or
dealer concessions applicable to such returned
check, although the Distributor shall be
ultimately responsible therefor.
b. Establish Procedures to Process Effectively Bank Wire
Transfers Establish and maintain procedures reasonably
designed by ADM and approved by an Authorized Person to
maintain positive control over movements of incoming money by
bank wire so as to:
(1) Accept requests (WATS and local calls) for bank wire
instructions, record account information and client
telephone number, assign as
22
appropriate a wire control number, establish Shareholder
pending file, and if appropriate alert the bank wire
department;
(2) Confirm to the Trust actual bank wire receipts at
selected cutoff times during the course of each business
day;
(3) Close out pending Shareholder files if bank wire
receipts are not received as of the date agreed upon;
and
(4) Open new or credit existing Shareholder account in
accordance with the provisions of the current prospectus
upon receipt of bank wire funds.
D. DIVIDEND DISBURSING AND REDEMPTION AGENT SERVICES
In performance of the Dividend Disbursing and Redemption Agent functions.
ADM will provide the Trust with regular checks (or electronic funds transfer if
available, at the Shareholder's option) and carry out the following functional
activities:
1. Dividends.
a. The Trust shall advise ADM of dividend amounts which shall
then be applied as described in the Prospectus or as directed
by the Trust, or its officers or Trustees;
b. Confirmation of dividend reinvestments shall be mailed to
Shareholders after each reinvestment.
c. Additional dividend information, if provided by the Trust to
ADM shall then be provided to Shareholders upon written
request.
2. Redemption Procedures. ADM with the approval of the Trust shall
establish procedures reasonably designed to insure that redemption
requirements established by ADM and agreed to by the Trust have been
met, including signature guarantees and obtaining any needed papers
or documents, including properly completed Applications, where
lacking. More specifically:
a. ADM will accept redemption requests in written, telegraphic,
facsimile ("Fax") or telephonic form provided the necessary
instructions and authorizations are reasonably believed by ADM
to be in good form. Generally, telephonic redemption requests
will be repeated for confirmation to the person making the
request, and upon voice confirmation by such person, will be
recorded in a log kept for that purpose.
b. Requests for the redemption of shares received without
signature
23
guarantees will be honored only if:
(1) the applicable portion of the Application has been
completed and the proceeds are forwarded to the
previously designated bank account, address, or other
destination identified on the Application;
(2) Expedited Redemption Authorization instructions filed at
any time other than upon the original opening of a
Shareholder's account are filed on an appropriate form
and bear or reasonably appear to bear a signature
guarantee;
(3) Shareholder accounts in the name of joint tenants shall
generally be handled on the basis of jointly signed
instructions and signature guarantees (where applicable)
for any payments.
c. ADM will provide a means to record, retrieve, and display on a
monitor or otherwise an appropriate symbol or other indication
that redemption authorization instructions are on file and
appear to be in proper form.
d. All redemption requests will be promptly reviewed to insure:
(1) that there are sufficient shares available in the
Shareholder's account:
(2) the applicable subscription check has not been returned
to ADM or its agent and the applicable period of days
has expired before using the funds for redemption (see
above):
(3) that no signature guarantees shall be acceptable unless
they reasonably appear to have been provided by a
commercial bank, a member of the Securities Transfer
Agent Medallion Program ("STAMP") Stock Exchange
Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP"), or
by a brokerage firm which is a member of the New York,
American, Midwest, or Pacific Stock Exchanges, except as
otherwise stated in the Prospectus or in instructions
received from an Authorized Person.
e. Check replacement:
Furnish a replacement check to the Shareholder, after
verifying that the check to be replaced has not been cashed,
and placing a stop payment order on such check, replacement
dividend and redemption checks alleged to have been lost,
stolen, destroyed, or not received.
24
3. Disbursement Account. ADM will maintain a Disbursement Account for
the Trust. This account shall be established and operated so as to
satisfy the following criteria:
a. This account shall be used to disburse cash in payment of
dividends, capital gain distributions and returns of capital.
b. All withdrawals from the Disbursement Account shall be for the
exclusive purpose of making payments to Trust Shareholders.
These payments are to be made only to satisfy automatic or
other account liquidation payment requirements. ADM will
advise the Trust on the following day of all subscriptions and
redemptions.
c. No deposits or subscription receipts shall be made directly
into the Disbursement Account.
d. The Trust agrees to fund, or cause the Custodian to fund, the
Disbursement Account sufficiently. The Trust and ADM agree
that a goal of this procedure is to allow for the maximum
employment of Trust assets while still adequately funding the
Disbursement Account. The Transfer Agent and its affiliates
shall not be required to honor any demand for payment for
which previously collected funds have not been received from
the Custodian or other Authorized Person.
e. Employ due diligence in servicing redemption requests as
promptly as possible.
E. EXCHANGE AGENT SERVICES
ADM will provide services as are required to implement the exchange
privileges described from time to time in the prospectus of the Trust. ADM will
install and utilize a telephonic system that is designed to afford the
Shareholder the opportunity to exchange Shares among the eligible Trusts and
that will record the telephone request for such exchange. It is understood that
ADM is only able to effect exchanges among Trusts or funds for which ADM has
entered into an agreement similar to this Agreement for provision of transfer
agency services.
25
F. PROXY AGENT SERVICES
If agreed to by the Trust and ADM, ADM, for compensation mutually
agreeable to the parties hereto, shall act as Proxy Agent in connection with the
holding of annual or special meetings of Shareholders, mailing to Shareholders
notices, proxies and proxy statements in connection with the holding of such
meetings, receiving and tabulating votes cast by proxy and communicating to the
Trust the results of such tabulation accompanied by appropriate certificates,
and preparing and communicating to the Trust certified lists of Shareholders as
of such date, and in such form and containing such information as may be
required by the Trust to comply with any applicable provisions relating to such
meetings. ADM may at its expense employ another firm to provide all or a portion
of such services.
Regardless of whether the parties agree to appoint ADM as Proxy Agent, ADM
shall, upon written request of an Authorized Person, provide certified lists of
Shareholders, in such form and containing such information as requested by the
Trust .
G. REPORTS TO BE PROVIDED BY ADM:
1. Daily.
a. Copies of confirmations to dealers.
b. "Stats at a Glance", showing numbers of accounts, number of
outstanding shares and changes in shares.
c. Wire purchases and redemptions.
d. Paid or unpaid trade reports.
e. 10-day notices required by the NASD.
2. Monthly.
a. Sales By State and Dividends Reinvested
b. Withdrawals and Dividends Paid in Cash List
c. Record of Out-of-Pocket Costs Incurred
3. Annual Reports. Provide the Trust upon request with all reports
reasonably required to conduct an annual review of ADM's functions
relating to the Trust, including but not limited to performance,
volume, error ratios, costs and other matters relating to the Trust.
ADM shall also provide to the Trust general information concerning
its operations which might be believed to affect adversely the
future services to the Trust.
26
4. Periodic Marketing Reports. Provided these reports are readily
available from existing information and can be produced without
unreasonable effort or expense by ADM, including, e.g.,
a. Geographic Distribution Data
b. Size of Holdings Data
H. OTHER SERVICES
ADM will provide the following additional services:
1. Security
a. Design and maintain security procedures reasonably designed to
guard against the possible theft and/or use by others of the
names and addresses of Trust Shareholders.
b. Periodically duplicate of all records
(computer/microfilm/hardcopy/copy) at a frequency and in a
detail reasonably designed to assure protection of Shareholder
record information in the event of a disaster to ADM's
facilities, including:
(1) significant voltage drop;
(2) power blackout;
(3) major destruction of ADM's central facilities.
c. ADM will maintain equipment reasonably designed or represented
to assure an uninterrupted power supply of at least 10 minutes
at the offices of ADM to allow for orderly shut down of
hardware in the event of a power outage; periodic back-up of
tapes to be stored at an offsite facility of ADM's choosing;
and will provide redundancy capacity in accordance with the
Agreement.
2. Statements.
a. Provide for up to two extra lines of print on Shareholder
statements which may be employed by the Trust to advise
Shareholders of such information as yield or other explanatory
account information. The Trust will advise ADM of such
information no less than two business days in advance to
permit it to properly insert such information in a timely and
orderly manner.
b. Provide a combined dividend check and statement to
Shareholders electing
27
cash distributions.
3. Processing Routine Shareholder Inquiries.
a. Receive, control, research, and promptly reply to all routine
Shareholder and other inquiries whether received by written or
telephonic means which pertain to a Shareholder's account.
b. Exercise due care to protect confidential information in
responding to inquiries.
c. Request AT&T or such other telephone company as may be
appropriate to provide, at the Distributor's expense, for a
dedicated transmission line between The Winsbury Company, 0000
Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 and ADM, 00
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 for
inquiry via a dedicated or P.C.
terminal.
d. Provide adequate personnel for live telephone response
generally until 6:00 PM. New York time on normal business
days.
e. Provide for the automated tracking of all Shareholder/Dealer
telephone inquiries with on line update status.
4. Other Mailings
a. Mailing services include addressing, enclosing, and mailing
quarterly reports, semi-annual reports, annual reports,
prospectuses and notices to all accounts will be provided. To
the extent ADM utilizes the services of another firm to
accomplish this for any First Investors Fund, it shall be
permitted to do so for the Trust, at ADM's expense.
b. All routine mailings to Shareholder/Dealers will, where
appropriate, utilize pre-sorted zip codes.
c. All month-end reinvestment statements, with any month-end
dividend check attached, will generally be mailed to
Shareholders, with duplicates to dealer and representative.
d. Commission checks and statements will generally be mailed to
brokerage firms on at least a weekly basis for direct
investments of prior weeks.
5. Other Services.
a. Refer all Shareholders, dealer or governmental inquiries of a
policy or non-
28
routine nature to the Trust.
b. Provide an Account Officer to serve as the primary point of
contact between the Trust and ADM. ADM will exercise due care
in assigning an individual who is both conversant with
standard investment company practices and of sufficient
signature to deal quickly and efficiently with problems
peculiar to placing a new investment company on line.
6. Messenger Service. Upon request, provide messenger pick-up and
delivery as necessary between the Trust's offices provided they are
located within the borough of Manhattan and the offices of ADM. The
party requesting messenger service shall bear the cost of such
service.
00
XXXXXXXX X
Signatures
On the date of the Agreement and thereafter until further notice, the
following persons shall be Authorized Persons as defined therein:
/s/ J. Xxxxx Xxxxx J. Xxxxx Xxxxx
----------------------
/s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
----------------------
/s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
----------------------
/s/ Xxx X. Xxxxxx Xxx X. Xxxxxx
----------------------
/s/ C. Xxxxx Xxxxxxxx C. Xxxxx Xxxxxxxx
----------------------
/s/ Xxxxx Xxxxxx Xxxxx Xxxxxx
----------------------
/s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
----------------------
/s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
----------------------
/s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
----------------------
----------------------
----------------------
30
APPENDIX C
Backup Arrangement
ADM currently has in effect a redundancy arrangement with Comdisco
Disaster Recovery Services, Inc. The agreement with Comdisco provides that in
the event of a data processing systems disaster at ADM's facilities in
Woodbridge, New Jersey, ADM may use equipment available at Comdisco's facilities
for routine and other processing. The agreement with Comdisco also provides for
dedicated time, on Comdisco's data processing equipment each year to allow ADM
to test the redundancy system.
31
APPENDIX E
PACIFIC CAPITAL FUNDS
Short Term Intermediate U.S. Treasury
U.S. Treasury Securities Fund
Growth Stock Fund
DATED: 11/1/93
33
