EXHIBIT (h)
TRANSFER AGENCY AGREEMENT
Agreement, made this 19th day of March, 2002 between CitiStreet Funds,
Inc., a Maryland corporation (the "Series Fund"), and CitiStreet Funds
Management LLC, a New Jersey limited liability company (the "Transfer Agent").
WHEREAS, the Series Fund is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Series Fund is currently divided into four separate series
(each a "Fund"); and
WHEREAS, the Transfer Agent currently serves as the transfer agent for
the Series Fund, and the parties desire to enter into a new agreement to
supercede all previous agreements between the parties relating to transfer
agency services to recognize the Series Fund's establishment of a new class of
shares for each Fund.
NOW, THEREFORE, the parties agree as follows:
1. Subject to the conditions set forth in this Agreement, the
Series Fund hereby appoints the Transfer Agent as the Funds' transfer agent, and
the Transfer Agent hereby accepts such appointment. This Agreement supercedes
all previous agreements between the parties relating to transfer agency
services.
2. The Transfer Agent agrees that it will perform or arrange for
the performance by others of all of the customary services of a transfer agent
of an investment company in accordance with the procedures established by the
Series Fund as disclosed in its prospectus or statement of additional
information or otherwise communicated to the Transfer Agent from time to time,
including, without limitation, the following: recording the ownership, transfer,
conversion, and cancellation of ownership of shares of the Funds on the books of
the Series Fund; establishing and maintaining shareholder accounts; and
cooperating with insurance companies and qualified plans that are the
shareholders of record of the Funds.
3. The Transfer Agent shall maintain, or cause to be maintained,
such books and records relating to this Agreement as required by the 1940 Act.
The Transfer Agent shall preserve, or cause to be preserved, any such books and
records for the period and in the manner prescribed by the 1940 Act. To the
extent required by the 1940 Act, the Transfer Agent agrees that all books and
records maintained by the Transfer Agent relating to the services performed by
the Transfer Agent pursuant to this Agreement are the property of the Series
Fund and will be preserved and will be surrendered promptly to the Series Fund
upon request.
4. The Series Fund shall reimburse the Transfer Agent for any
reasonable out-of-pocket expenses incurred in connection with providing the
services called for by this Agreement, including the fees and charges of any
party or parties hired by the Transfer Agent to perform any or all of the
services called for by this Agreement. In addition, the Transfer Agent may
receive from the R Shares class of each Fund a fee of an annual rate of up to
0.10% of the average daily net assets of the R Shares of each Fund, to
compensate the Transfer Agent for providing, or arranging for the provision of,
recordkeeping, subaccounting and administrative services to retirement plan
participants investing in R Shares.
5. The Transfer Agent shall not be liable for any loss suffered by
the Series Fund as the result of any negligent act or error of judgment of the
Transfer Agent in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. The Series Fund shall indemnify
the Transfer Agent and hold it harmless from all cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Transfer Agent
resulting from actions for which it is relieved of responsibility by this
paragraph. The Transfer Agent shall indemnify the Series Fund and hold it
harmless from all cost, damage and expense, including reasonable expenses for
legal counsel, incurred by the Series Fund resulting from actions for which the
Transfer Agent is not relieved of responsibility by this paragraph.
6. This Agreement shall continue in effect until terminated. This
Agreement may be terminated with respect to any Fund by the Series Fund or by
the Transfer Agent, without penalty, upon 60 days' prior written notice to the
other party. This Agreement may also be terminated with respect to any Fund at
any time, without penalty, by a vote of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act).
7. Any notice or other communication required to be given pursuant
to this Agreement shall be deemed duly given if delivered or mailed by certified
or registered mail, return receipt requested and postage prepaid, (1) to
CitiStreet Funds Management LLC at Xxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, XX 00000,
Attention: Secretary; or (2) to CitiStreet Funds, Inc. at Xxx Xxxxx Xxxxxx, Xxxx
Xxxxxxxxx, XX 00000, Attention: President.
8. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey, without regard to its principles of
conflicts of law.
9. This Agreement may be executed in two or more counterparts,
which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
CITISTREET FUNDS, INC.
By:
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Name:
Title:
CITISTREET FUNDS MANAGEMENT LLC
By:
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Name:
Title:
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