EXHIBIT 9.2
TRANSFER AGENCY AGREEMENT
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THIS AGREEMENT made as of the 29th day of October, 1996 by and between The
Purisima Funds, a Delaware business trust (the "Trust"), and Sunstone Investor
Services, LLC, a Wisconsin limited liability company ("Sunstone").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
is authorized to issue shares of beneficial interest ("Shares") in separate
series with each such series representing the interests in a separate portfolio
of securities and other assets;
WHEREAS, the Trust desires to retain Sunstone to render the transfer agency
and other services contemplated hereby with respect to each of the investment
portfolios of the Trust as are listed on Schedule A hereto and any additional
investment portfolios the Trust 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"), and Sunstone is willing to render
such services.
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 Trust hereby constitutes and 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 Trust
requests Sunstone to perform any additional services in a manner not consistent
with Sunstone's usual processing procedures, Sunstone and the Trust 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 and shareholder services reasonably
acceptable to the Trust (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 Trust 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 Trust 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 Trust shall deliver or
cause to be delivered the following documents to Sunstone:
a) A copy of the Agreement and Declaration of Trust and By-laws of
the Trust and all amendments thereto, and a copy of the resolutions of the Board
of Trustees of the Trust appointing Sunstone and authorizing the execution of
this Transfer Agency Agreement on behalf of the Funds; each certified by the
Secretary of the Trust;
b) A certificate signed by the President and Secretary of the Trust
specifying: the number of authorized Shares and the number of such authorized
Shares issued and currently outstanding, if any; the names and specimen
signatures of the officers of the Trust authorized to sign written stock
certificates, and the individuals authorized to provide oral instructions and to
sign written instructions and requests on behalf of the Trust and to change the
persons authorized to provide such instructions from time to time (hereinafter
referred to as "Authorized Person(s)"), 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 Trust;
c) In the event the Trust issues Share certificates, specimen Share
certificates for each Fund in the form approved by the Board of Trustees of the
Trust (and in a format compatible with Sunstone's operating system), together
with a Certificate signed by the Secretary of the Trust as to such approval;
d) Copies of the Trust's Registration Statement, as amended to date,
and the most recently filed Post-Effective Amendment thereto, filed by the Trust
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), and under the 1940 Act, as amended, together with
any applications filed in connection therewith; and
e) Opinion of counsel for the Trust filed as an exhibit to the
Trust's Registration Statement with respect to the validity of the authorized
and outstanding Shares and whether such Shares are fully paid and non-
assessable.
2. The Trust agrees to deliver or to cause to be delivered to Sunstone
in Milwaukee, Wisconsin, at the Trust's expense, all such 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 shall be set forth in a separate fee schedule to be agreed to by
each Fund and Sunstone from time to time. The liability of each Fund to
Sunstone is such Fund's own liability and Sunstone agrees there is no joint and
several liabilities among the Funds. A copy of the initial fee schedule is
attached hereto as Schedule C.
B. EXPENSES. The Trust 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 Trust 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. 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 Trust for payment of out-of pocket expenses
reimbursable hereunder.
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). The Trust
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 by the Due Date, a Fund 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. In addition, the Fund shall
pay reasonable attorney's fees and court costs of Sunstone if any amounts due
Sunstone are collected by or through an attorney. 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
default 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 tenth (10th) business day after the day on which
Sunstone provides to the Fund documentation which an objective observer would
agree reasonably supports the disputed charges. Late charges shall not begin to
accrue as to charges disputed in good faith until the fifteenth day after
Sunstone provides notice that it intends to impose late charges.
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, including all
unsuperceded supplements 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 Trust or its authorized agent or subagent, 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 a 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 proper 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 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 Share certificates, if any, or instructions properly endorsed for transfer or
redemption, accompanied by such documents as Sunstone deems necessary to
evidence the authority of the person making such transfer or redemption, and
bearing satisfactory evidence of the payment of any applicable stock transfer
taxes. Sunstone reserves the right to refuse to transfer or redeem Shares until
it is satisfied that the endorsement on the stock certificate, if any, or
instructions is 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 and without negligence 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, or transfer, of Shares whenever Sunstone
reasonably believes in good faith 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 and customary commercial practice with
respect to electronic transactions.
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. If the
Prospectus indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if otherwise required
hereunder, Sunstone will countersign, issue and mail to such shareholder at the
address set forth in the records of Sunstone a Share certificate for any full
Share requested.
9. On each Fund Business Day Sunstone shall supply the Trust or its
agent or subagent with a statement specifying with respect to the immediately
preceding Fund Business Day: the total number of Shares of the Funds (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of the Funds sold on such day; the total number
of Shares of the Funds and the dollar amount redeemed from Shareholders by
Sunstone on such day; and the total number of Shares of the Funds issued and
outstanding. Sunstone shall endeavor to provide this information by 10:00 a.m.
Central Time on each such Business Day.
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 Trust and Sunstone consistent with
the terms of the Prospectus. Sunstone upon notice to a the Trust may establish
such additional procedures, rules and regulations governing the transfer or
registration of Share certificates, if any, or 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 Trust, for its
actions or omissions which are consistent with the foregoing procedures absent
fraud, bad faith or willful misconduct on the part of Sunstone or its agents.
B. DIVIDENDS AND DISTRIBUTIONS.
1. The Trust shall furnish to Sunstone a copy of a resolution of its
Board of Trustees, certified by the Secretary or any Assistant Secretary, 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 Fund 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 the 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, promptly make payment of such cash
dividends or distributions to the shareholders of record as of the record date.
Absent Sunstone's negligence, Sunstone shall not be liable for any improper
payments made in good faith and 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 promptly
notify the Fund and 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 in a timely manner 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. AUTHORIZATION AND ISSUANCE OF SHARES; RECAPITALIZATION OR CAPITAL
ADJUSTMENT.
1. 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, recapiltalizations,
capital adjustments or similar transactions, the Trust agrees to deliver to
Sunstone such documents, certificates, reports and legal opinions as Sunstone
may reasonably request.
2. In the event a Fund issues Share certificates, Sunstone may issue
new Share certificates in place of certificates represented to have been lost,
stolen, or destroyed upon receiving written instructions from the shareholder
accompanied by proof of an indemnity or surety bond issued by a recognized
insurance institution specified by the Trust or Sunstone. If Sunstone receives
written notification from the shareholder or broker dealer that the certificate
issued was never received, and such notification is made within 30 days of the
date of issuance, Sunstone may reissue the certificate without requiring a
surety bond. Sunstone may also reissue certificates which are represented as
lost, stolen, or destroyed without requiring a surety bond provided that the
notification is in writing and accompanied by an indemnification signed on
behalf of a member firm of the New York Stock Exchange and signed by an officer
of said firm with the signature guaranteed. Notwithstanding the foregoing,
Sunstone will reissue a certificate upon written authorization from an
Authorized Person.
D. 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 Trust from time to time at its discretion, for safekeeping or
disposition by the Trust 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 Trust 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 Trust pursuant to the
foregoing provisions of this paragraph, shall be considered to be the property
of the Trust shall be made available upon request for inspection by the
officers, employees, and auditors of the Trust, and shall be delivered to the
Trust 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 Trust.
2. Sunstone agrees to keep all records and other information relative
to the Trust, 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 notify the Fund promptly and secure instructions from an
Authorized Person as to such inspection. The Trust's approval to produce the
records or information shall not be unreasonably withheld and may not be
withheld where Sunstone may be exposed to civil or criminal proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities with proper jurisdiction, when subject to governmental
or regulatory audit or investigation, or when so requested by the Trust.
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 Trust, the shareholder or
the dealer of record as to such account.
ARTICLE IV
CONCERNING THE TRUST
A. REPRESENTATIONS. The Trust represents and warrants to Sunstone that:
(a) It is a Trust duly organized and existing under the laws of the
State of Delaware, it is empowered under applicable laws and by its Agreement
and Declaration of Trust and its By-Laws to enter into and perform this
Agreement, and all requisite corporate 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 Trust or its agent upon instructions from the Trust
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 Trust or its agent upon instructions from the Trust will provide
to Sunstone copies of all amendments to its Agreement and Declaration of Trust
and By-laws made after the date of this Agreement. If requested by Sunstone,
each copy of the Agreement and Declaration of Trust and copies of all amendments
thereto shall be certified by the Secretary of the Trust. Each copy of the By-
Laws and copies of all amendments thereto, and copies of resolutions of the
Board of Trustees, shall be certified by the Secretary of the Trust, if
requested by Sunstone.
2. The Trust shall promptly deliver to Sunstone written notice of any
change in the Authorized Persons, together with a specimen signature of each new
Authorized Person. In the event any Authorized Person who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share
certificates shall die, resign or be removed prior to issuance of such Share
certificates, Sunstone may issue such Share certificates of the Trust
notwithstanding such death, resignation or removal, and the Trust shall promptly
deliver to Sunstone such approval, adoption or ratification as may be required
by law.
3. The Trust shall deliver to Sunstone each 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.
4. All requisite steps will be taken by the Trust or its agent upon
instructions from the Trust from time to time when and as necessary to register
the Funds' shares for sale in all states in which the Funds' shares shall at the
time be offered for sale and require registration. If at any time a Fund
receives notice of any stop order or other proceeding in any such state
affecting such registration or the sale of a Fund's shares, or of any stop order
or other proceeding under the federal securities laws affecting the sale of the
Fund's shares, the Trust or its agent upon instructions from the Trust will give
prompt notice thereof to Sunstone.
5. The Trust will comply in all material respects 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.
6. The Trust 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; COVENANTS. Sunstone represents, warrants and
covenant's to the Trust that:
1. It is a corporation duly organized and existing under the laws of
the State of Wisconsin, is empowered under applicable law and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken to authorize it to enter into
and perform this Agreement.
2. It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended, to the extent required.
3. It will comply in all material respects 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, as they relate to its duties and obligations under this Agreement.
4. It will make available such reports as may reasonably be requested
by the Trust to enable the Board of Trustees to monitor the services being
provided hereunder. The costs of non-standard reports shall be the
responsibility of the Trust.
B. LIMITATION OF LIABILITY.
1. Sunstone shall use its best efforts to ensure the accuracy and
timely nature of all services performed, or required to be performed, 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. Sunstone shall not be liable in acting upon
any writing or document reasonably and in good faith 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 the Trust
or such person.
2. 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 and that are not a result of
actions of Sunstone constituting its willful misfeasance, bad faith or
negligence. Sunstone will, however, take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
Sunstone's control.
3. 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.
4. 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 may
consult counsel of the Trust, at the expense of the Trust, 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 Trust.
5. Notwithstanding any of the provisions of this Agreement, 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 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. INDEMNIFICATION.
1. The Trust on behalf of the Funds agrees to indemnify and hold
harmless Sunstone, 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 arising out of or in any way relating to Sunstone's actions taken or
non-actions 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 Trust, its officers,
trustees, agents or representatives; provided that this indemnification shall
not apply to actions or omissions of Sunstone in cases of its own willful
misfeasance, bad faith, negligence or from reckless disregard by it of its
obligations and duties under this Agreement, and further provided that prior to
confessing any claim against it which may be the subject of this
indemnification, Sunstone shall give the trust 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.
2. Sunstone shall indemnify and hold the Trust harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities which are the result of Sunstone's willful misfeasance,
bad faith, or negligence in the performance of its duties or obligations under
this Agreement.
ARTICLE VI
TERM
1. This Agreement shall remain in full force and effect until October 29,
1997 (the "Initial Term"), and thereafter shall automatically extend for
additional, 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 with
respect to a Fund, it shall be followed promptly by a copy of a resolution of
the Board of Trustees of the Trust, 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 Trust shall on or before the termination date, deliver to Sunstone
a copy of a resolution of its Board of Trustees certified by the Secretary or
any Assistant Secretary designating a successor transfer agent or transfer
agents. In the absence of such designation by the Trust, the Trust 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 Trust, shall deliver the records of
the Trust to the Trust or its successor transfer agent in the form maintained by
Sunstone. The Trust 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 Trust 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 Trust
records and files in the possession of Sunstone. Sunstone shall not reduce the
level of service provided to the Trust following notice of termination by the
Trust or by Sunstone.
ARTICLE VII
MISCELLANEOUS
A. NOTICES. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Trust with respect to any Fund,
shall be sufficiently given if addressed to the Trust and mailed and delivered
to the President at 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000, or at
such other place as the Trust may from time to time designate in writing. Any
notice or other instrument in writing, authorized or required by this Agreement
to be given to Sunstone shall be sufficiently given if addressed to Sunstone and
mailed or delivered to the President at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxx 00000, or at such other place as Sunstone may from time to
time designate in writing.
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 Trust.
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. NOTICE OF DECLARATION OF TRUST. This Agreement is executed by or on
behalf of the Trust with respect to each of the Funds and the obligations
hereunder are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but are binding only upon the Funds to which such
obligations pertain and the assets and property of such Funds. The Trust's
Certificate of Trust is on file with the Secretary of State of Delaware.
F. 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.
G. 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 THE PURISIMA FUNDS
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------ --------------------------------
(Signature) (Signature)
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
------------------------------ --------------------------------
(Name) (Name)
President President
------------------------------ --------------------------------
(Title) (Title)
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE PURISIMA FUNDS
AND
SUNSTONE INVESTOR SERVICES, LLC
NAME OF FUND
------------
PURISIMA TOTAL RETURN FUND
SCHEDULE B
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE PURISIMA FUNDS
AND
SUNSTONE INVESTOR SERVICES, LLC
SERVICES TO THE PURISIMA FUNDS
-- MAINTENANCE OF SHAREHOLDER ACCOUNTS
- Maintain records for each shareholder account
- Scan account documents for electronic storage
- Issue customer statements
- Record changes to shareholder account information
- Maintain account documentation files for each shareholder
- Establish and maintain XXX accounts
-- SHAREHOLDER SERVICING AND SHAREHOLDER TRANSACTIONS
- Respond to written and telephone (recorded lines) inquiries from
shareholders for information about their accounts
- Process shareholder purchase and redemption orders, including those of
automatic investment and systematic withdrawal plans
- Set up account information, including address, dividend options, taxpayer
identification numbers and wire instructions
- Issue transaction confirmations
- Process transfers and exchanges
- Process dividend payments by check, wire or ACH or purchase new shares
through dividend reinvestment
- Tax reporting
Includes money market accounts and transactions
-- COMPLIANCE REPORTING AND PROXY PROCESSING
- 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 required Internal Revenue Service forms relating to
earned income and capital gains to fund and shareholders
- Issue tax withholding reports to the Internal Revenue Service
- Mail, process and tabulate proxies
-- DEALER/LOAD PROCESSING (IF APPLICABLE)
- Provide dealer access through NSCC's FundSERV
- Provide reports for tracking Rights of Accumulation and purchases made
under Letters of Intent
- Account for separation of shareholder investments from transaction sale
charges for purchases of fund shares
- Calculate fees due under 12b-1 plans for distribution and marketing
expenses
- Track sales and commissions by dealer and provide for payment of
commissions on direct shareholder purchases in load funds
-- TELEPHONE SERVICE REPRESENTATIVES ON-LINE ACCESS RESPONDING TO SHAREHOLDER OR
DEALER INQUIRIES RELATED TO:
- Account registration
- Share balances
- Account options
- Dividend and capital gain distribution status
- Withholding status
- Transaction dates and types;
- Shares traded
- Social security number/tax ID number
- External account number
- Address
- Customer or account type
- Dealer, branch and rep information
- Dollars available/not available in the account
- Shares purchased/redeemed today
- Dividend accrual, current dividend period; and
- Market value of shares
-- STANDARD REPORTS
- Shareholder base analysis (monthly)
- New account listing (weekly)
- Purchases, redemptions, exchanges (monthly)
- Servicing summary (monthly)
- Commission and 12b-1 reports for load funds (monthly)
-- OTHER AVAILABLE SERVICE FEATURES
In addition to the standard features listed above, Sunstone's system offers
additional features to meet specialized needs and are available at additional
costs.
- 12b-1 fee calculations
- LOI/ROA processing
- Asset allocation and re-allocation processing in real time
- Multiple account look-up options
- Cross-fund account queries
- Cross-account queries
- On-line transaction list
- Comprehensive reporting by various criteria
- Consolidated statements
- Duplicate statements to third parties
- Proxy generation and tabulation
- Broker-dealer reporting
- Remote system access
- Cross-fund dividend reinvestment
- User-defined transaction rules
- Fund-level processing options
- Systematic withdrawals
- Correspondence system capabilities
SCHEDULE C
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE PURISIMA FUNDS
AND
SUNSTONE INVESTOR SERVICES, LLC
FEE SCHEDULE
-- BASE FEES
ANNUAL
SHAREHOLDER MINIMUM ANNUAL
TYPE OF FUND ACCOUNT FEE FEE PER FUND
------------ ----------- --------------
Equity $20.00 $20,000
The base fee assumes a single class of shares, no load or 12b-1 plan;
availability of automatic investment plans and systematic withdrawal plans
(using Sunstone's regular processing date); quarterly or less frequent
dividend distributions for equity funds; annual capital gains
distributions; and includes all standard reports.
-- ADDITIONAL FEES TO BE ADDED TO BASE FEE
TYPE OF SERVICE OR ANNUAL SHAREHOLDER MINIMUM ANNUAL
FUND FUNCTION ACCOUNT FEE FEE PER FUND
------------------ ------------------ --------------
Front-end load 1.50 2,000
CDSC or back-end load 2.00 3,000
12b-1 plan 1.00 1,000
Monthly dividends on
non-money market funds 2.00 2,000
Additional class of shares --- one-half minimum above
-- MAINTENANCE OF NORTHERN MONEY MARKET FUNDS
An annual fee of $5,000 per Northern Money Market Fund used in
connection with your fund is allocated to the base fee. All account
maintenance and processing fees, out-of-pocket expenses and additional
fees apply to the Northern Money Market Fund shareholder accounts and
are billed to the Adviser.
-- ONE-TIME SET-UP FEES
New Fund set-up (per fund) $2,000
NSCC FundSERV set-up (per fund group) 2,500
NSCC networking (per fund group) 1,500
Remote access set-up (per location) 500
Northern Money Market Funds (per fund) 1,500
Voice Response Unit (VRU) 2,000
-- ACCOUNT MAINTENANCE AND PROCESSING FEES
(per occurrence)
Shareholder account set-up 2.00
AIP/SWP/Automatic Exchange account set-up 2.50
AIP/SWP/Automatic Exchange transaction processing .50
AIP/SWP/Automatic Exchange alternate date transaction processing 1.50
Omnibus account transaction 2.50
Transaction processing - FundSERV .20
Taxpayer ID number solicitation 1.50
Monthly remote access user charge
First user and password 150.00
Additional users and passwords (each) 100.00
VRU transactions .25
-- OUT-OF-POCKET EXPENSES
Per check processing (dividend, capital gains, redemption) .25
Per statement and confirm processing .25
Per tax form processing .15
Per label printing for proxy or marketing purposes .05
Production of ad hoc reports 100 min.
Bulk mailings/insert handling charge
1 insert .25
2 - 3 inserts (per piece) .20
4 or more inserts (per piece) .15
Bank account service fees and any other bank charges At cost
Check stock At cost
Statement paper At cost
Envelopes At cost
Tax forms At cost
Postage and express delivery charges At cost
Telephone and long distance charges At cost
Fax charges At cost
P.O. box rental At cost
800-phone number At cost
Inventory and records storage At cost
FundSERV charges At cost
-- ADDITIONAL FEES (WHICH MAY BE PASSED ON TO SHAREHOLDERS)
Outgoing wire fee Varies by bank
Telephone exchange fee $ 5.00
Non-sufficient funds Varies by bank
XXX/SEP processing
Annual maintenance or custodial fee (per account) 15.00
Account termination (transfer or rollover) 15.00
-- CUSTOM PROGRAMMING
Additional fees may apply for special programming to meet your servicing
requirements or to create custom reports.
SCHEDULE D
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE PURISIMA FUNDS
AND
SUNSTONE INVESTOR SERVICES, LLC
RECORDS MAINTAINED BY SUNSTONE
Account applications
Canceled certificates plus stock powers and supporting documents
Checks including check registers, reconciliation records, any adjustment
records and tax withholding documentation
Indemnity bonds for replacement of lost or missing stock certificates and
checks
Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Funds
Such other records expressly required to be maintained by a transfer agent
pursuant to the Investment Company Act of 1940 or the Securities Exchange
Act of 1934.
