TRANSFER AGENT AGREEMENT
SEARAY FINANCIAL FUNDS
AND
MUTUAL FUNDS SERVICE CO.
This Transfer Agent Agreement (the "Agreement") dated as of March 2, 2000, made
by and between SEARAY FINANCIAL FUNDS ("Trust") a business trust operating as an
open-end investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, on behalf of The Xxxxxxxx Fund (the "Fund"), and
MUTUAL FUNDS SERVICE CO. (the "Agent"), a corporation duly organized and
existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the Trust; and
WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
Firstar Bank, formerly Star Bank, N.A. (the "Bank") performs the duties of
Custodian of the securities and cash of the Trust.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The Trust hereby appoints Agent as its Transfer, Redemption and
Dividend Disbursing Agent for the Trust, and Agent accepts such appointment and
agrees to act in such capacities upon the terms set forth in this Agreement.
TRANSFER AGENCY
SECTION 2. Agent will maintain registry records in the usual form in which
it will note the issuance, transfer and redemption of each class of shares of
the Fund (the "Shares") and the issuance and transfer of Share certificates, if
any. Agent is also authorized to maintain an account entitled Unissued
Certificate Account in which it will record the Shares and fractions of Shares
issued and outstanding from time to time. The Trust shall provide Agent with
reports of Share purchases, redemptions and total Shares outstanding on the next
business day after each net asset valuation. Agent is authorized to keep records
in which it will note the names and registered addresses of shareholders of the
Fund (the "Shareholders"), and the number of Shares and fractions from time to
time owned by them for which no Share Certificates are outstanding.
SECTION 3. Agent will issue Share Certificates for Shares of the Fund, only
if authorized by the Trust and then only upon receipt of a written request from
a Shareholder. The Trust authorizes Agent to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Agent, as Transfer Agent, shall merely note on its stock registry records
the issuance of the Shares and fractions, if any; shall credit the Unissued
Certificate Account with the Shares and fractions issued; and shall credit the
proper number of Shares and fractions to the respective Shareholders. Likewise,
whenever Agent has occasion to surrender for redemption Shares and fractions to
the respective Shareholders, it shall be unnecessary to issue Share Certificates
for redemption purposes. The Trust authorizes Agent in such cases to process the
transactions by appropriate entries in its stock transfer records, and debiting
of the unissued Certificate Account and the record of issued Shares outstanding.
SECTION 4. Agent in its capacity as Transfer Agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock Transfer Agent for a corporation. It will countersign for issuance or
reissuance Share Certificates representing original issue or reissued treasury
Shares as directed by the written instructions of the Trust, and will transfer
Share Certificates registered in the name of Shareholders from one Shareholder
to another in the usual manner. Agent may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper believed by it in good faith to
be genuine and unaltered, and to have been signed, countersigned, or executed by
a duly authorized person or persons, or upon the instructions of any officer of
the Trust, or upon the advice of counsel for the Trust or for Agent. Agent may
record any transfer of Share Certificates which is believed by it in good faith
to have been duly authorized or may refuse to record any transfer of Share
Certificates if in good faith Agent deems such refusal necessary in order to
avoid any liability to any person.
SECTION 5. In case of any request or demand for the inspection of the Share
records of the Trust from a third party, Agent as Transfer Agent, shall endeavor
to notify the Trust and to secure instructions as to permitting or refusing such
inspection. However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to do
so.
ISSUANCE OF SHARES
SECTION 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase orders
received in Federal Funds since the last determination of the Trust's net asset
value.
For the purposes of this Section 6, the Trust hereby instructs Agent to:
a. Process purchase orders received prior to 4:00 p.m., Eastern Standard
time on the same day; and
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b. Process purchase orders received at or after 4:00 p.m., Eastern
Standard time on the following business day.
Immediately after 4:00 p.m., Eastern Standard time, on each day that the
Trust and Agent are open for business or on any other day on which there is
sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of the Trust's Shares might be materially affected,
Agent shall obtain from the Trust (or its agent for such purpose) a quotation
(on which it may conclusively rely) of the net asset value per Share determined
as of 4:00 p.m., Eastern Standard time, on that day. Agent shall proceed to
calculate the amount available for investment in Shares at the quoted net asset
value, the number of Shares and fractional Shares to be purchased and the net
asset value to be deposited with the Bank. Agent, as agent for the Shareholders,
shall place a purchase order daily with the Trust for the proper number of
Shares and fractional Shares to be purchased and confirm such number to the
Trust in writing.
SECTION 7. Agent having made the calculations provided for in Section 6,
shall thereupon pay over the net asset value of Shares purchased to the Bank.
The payment shall then be deposited in the account maintained under the
Custodian Agreement. The proper number of Shares and fractional Shares shall
then be issued daily and credited by Agent to the Unissued Certificate Account.
The Shares and fractional Shares purchased for each Shareholder will be credited
by Agent to his separate account. Agent shall mail to each Shareholder a
confirmation of each purchase, with copies to the Trust with, the new Share
balance, the Shares held under a Plan (if any), the Shares for which Stock
Certificates are outstanding (if any), the amount invested and the price paid
for the newly purchased Shares.
REDEMPTIONS
SECTION 8. Agent shall, prior to the daily determination of net asset value
in accordance with the Trust's prospectus, process all requests from
Shareholders to redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payment or the like. Thereupon,
Agent shall advise the Trust of the total number of Shares available for
redemption and the number of Shares and fractional Shares requested to be
redeemed. The Trust (or its agent for such purpose) shall then quote to Agent
the applicable net asset value, whereupon Agent shall furnish the Trust with an
appropriate confirmation of the redemptions and process the redemptions by
filing with the Bank an appropriate statement and making the proper distribution
of the redemption proceeds in accordance with the Trust's prospectus. The stock
registry books recording outstanding Shares, the Unissued Certificate Account
and the individual account of the Shareholder shall be properly debited.
In lieu of carrying out the redemption procedures hereinabove provided for
in this Section 8, Agent may, at the request of the Trust, sell Shares to the
Trust as repurchases from Shareholders, provided that in each such case the sale
price shall be not less than the applicable redemption price. In such case the
redemption procedures shall be appropriately modified.
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SECTION 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:
(a) By check mailed to Shareholder at his registered address. The request
and stock certificates, if any, for Shares being redeemed, must have the owner's
signature guaranteed by a domestic commercial bank or trust company or a member
firm of a national securities exchange.
(b) By wire to a designated bank or broker upon telephone request, without
signature guarantee, if such redemption procedure has been elected by the
Shareholder on the Account Application. Any change in the designated bank or
broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.
(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.
DIVIDENDS
SECTION 10. It is mutually understood by the parties that the Fund intends
to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with the
Fund's currently effective prospectus. The Agent shall compute the dividends per
Share payable with respect to the account of each Shareholder and the number of
additional Shares and fractional Shares to be issued as dividends. The Agent
shall notify the Fund of the total number of additional Shares and fractional
Shares which have been issued as dividends. The Agent shall maintain records as
to the additional Shares and fractional Shares issued as dividends with respect
to the account of each Shareholder.
If the Fund changes its dividend policy or orders the distribution of any
long-term gains, the Fund shall notify the Agent of each resolution of its
Trustees declaring a dividend or other distribution, the amount payable per
Share, the record date for determining Shareholders entitled to payment, the net
asset value to be used for reinvestments of dividends and the payment date. The
Agent shall, on the designated payment date, calculate the amount to be
reinvested in Shares and fractional Shares for each Shareholder.
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GENERAL PROVISIONS
SECTION 11. Agent shall maintain records (which may be part of the stock
transfer records) in connection with the issuance and redemption of Shares, the
disbursement of dividends and dividend reinvestments, in which will be noted and
transactions effected for each Shareholder and the number of Shares and
fractional Shares owned by each for which no Share Certificates are outstanding.
SECTION 12. Agent agrees (a) to maintain any records relating to services
provided under this Agreement which are required to be maintained by Rule 31a-1
under the Investment Company Act of 1940 (the "Act"), (b) that such records are
the property of the Trust and will be made available to the Trust upon request
and maintained as required by Rule 31a-2 of the Act.
SECTION 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation of
and mailing Federal Tax Information Forms, mailing semi-annual reports of the
Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.
SECTION 14. Except as set forth in Section 6, nothing contained in this
Agreement is intended to or shall require Agent in any capacity hereunder, to
perform any functions or duties on any holiday, day of special observance or any
other day on which the New York Stock Exchange is closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which the New York Stock Exchange is open.
SECTION 15. Agent shall not be liable for any taxes, assessments, or
governmental charges related to the Fund or the Trust which may be levied or
assessed, excepting only for taxes assessed against it in its corporate capacity
arising out of its compensation hereunder.
SECTION 16. (a) The Trust shall indemnify Agent and save it harmless from
and against all actions, suits and claims, whether groundless or otherwise,
arising directly or indirectly out of or in connection with its performance
under this Agreement and from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities incurred by Agent in
connection with any such action, suit, or claim provided Agent was not grossly
negligent and acted in good faith and in compliance with this Agreement. Agent
shall not be under any obligation to prosecute or to defend any action, suit or
claim arising out of or in connection with its performance under this Agreement,
which, in the opinion of its counsel, may involve Agent in expense or liability,
and the Trust shall, so often as reasonably requested, furnish Agent with
satisfactory indemnity against such expense or liability, and upon request of
Agent the Trust shall assume the entire defense of any action, suit, or claim
subject to the foregoing indemnity; provided, however, that Agent shall give the
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Trust notice and reasonable opportunity to defend any such action, suit, or
claim, in the name of the Trust or Agent or both.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust, or of counsel, who
may be counsel for the Trust or counsel for Agent, and upon statements of
accountants, brokers and other persons believed by it in good faith to be
expert in the matters upon which they are consulted and for any actions
taken in good faith upon such statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good faith
reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon
the genuineness of any such document or copy thereof believed in good faith
by Agent to have been validly executed.
(iii) Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other paper or document believed by it to be genuine and to have been
signed or presented by the purchaser, Trust or other proper party or
parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended that
insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by Agent,
such liability shall be borne by Agent's insurance carriers to the extent
possible. In the event of any loss occurring which is attributable to any
payment upon a forged instrument, oversight, error or omission by Agent, Agent
shall use its best efforts to have its insurance carriers bear the loss.
SECTION 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without a
signature guarantee provided reasonable procedures are employed so that Agent in
good faith believes the redemption request is genuine, and further provided the
redemption request is made in accordance with the Prospectus and applicable
investor application. The Trust hereby agrees to indemnify and hold Agent, its
successors and assigns, harmless of and from any and all expenses, damages,
claims, suits, liabilities, actions, demands, losses whatsoever arising out of
or in connection with a payment by Agent upon redemption of Shares without a
signature guarantee and upon the request of Agent the Trust shall assume the
entire defense of any action, suit or claims subject to the foregoing indemnity.
Agent shall notify the Trust of any such action, suit or claim with 30 days
after receipt by Agent of notice thereof.
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SECTION 18. The Trust shall promptly cause to be turned over to Agent all
records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
SECTION 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
SECTION 20. The Trust agrees to pay the Agent compensation for its services
and to reimburse it for expenses, as set forth in Schedule A attached hereto, or
as shall be set forth in amendments to such Schedule approved by the Trust and
the Agent.
SECTION 21. This Agreement shall have an initial term of one (1) year
beginning on the date of this Agreement. After the initial term of one year,
this Agreement may be terminated by either party upon 60 days' prior written
notice.
SECTION 22. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
IF TO THE FUND:
---------------
The Xxxxxxxx Fund
Attention: Xxxxxxx X. Xxxxxxxxx
000 X. Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
IF TO AGENT:
------------
Mutual Funds Service Co.
Attention: Xxxxxx X. Line, President
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
SECTION 23. The Trustees, shareholders, nominees, officers, employees and
agents of the Trust shall not be personally bound by or liable hereunder, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim hereunder nor shall the execution and delivery of this
Agreement by such officers be deemed to have been made by any of them
individually.
SECTION 24. The Trust represents and warrants to Agent that the execution
and delivery of this Administration Agreement by the undersigned officers of the
Trust has been duly and validly authorized by resolution of the Trustees of the
Trust.
SECTION 25. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
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SECTION 26. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
SEARAY FINANCIAL FUNDS
By:_______________________________
MUTUAL FUNDS SERVICE CO.
By:_______________________________
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Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISBURSING AND SHAREHOLDER SUPPORT SERVICES
RETAIL
ANNUAL FEE - $20,000 base fee plus an annual $15 per shareholder account fee
(payable monthly).
In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.
MUTUAL FUNDS SERVICE CO.
TRANSFER AGENT AND DIVIDEND DISBURSING SERVICES
SERVICES
o Opening new accounts
o Processing all payments
o Issuing confirmation statements
o Processing partial and complete redemptions
o Regular and legal transfers of accounts
o Mailing reports; semi-annual and annual reports
o Process dividends and capital gain distributions. This includes
mailing of cash dividends and/or preparing statements to shareholders
for reinvested distributions
o Blue Sky Reports. This indicates shares sold to investors in various
States.
ACCOUNT MAINTENANCE
o Maintaining shareholder records. This includes a file containing each
shareholders new account application, copies of redemption checks,
forms and any correspondence pertaining to the account holder
o Changing shareholders' addresses
o Daily or periodic reports on numbers of shares, accounts
o Addressing and tabulating annual proxy cards
o Supplying stockholder lists as needed
o Preparation of Federal Tax Information forms such as 1099-B, 1099-DIV,
1099R, 5498 to both shareholders and IRS.
SHAREHOLDER SUPPORT SERVICES
o Provide and maintain the necessary personnel to receive and answer
inquiries relating to account status, share purchases, redemptions and
other relevant inquiries.
o Replying to shareholder correspondence.
o Mail fulfillment. Mailing of materials to potential investors.
