Exhibit (h)(1)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 16th day of November
2001, by and between CCMA Select Investment Trust, a Delaware business trust
(the "Trust") and Firstar Mutual Fund Services, LLC, a limited liability company
organized under the laws of the State of Wisconsin (the "FMFS").
WHEREAS, the Trust is an open-end management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with its
own separate investment portfolio;
WHEREAS, FMFS is a limited liability company and, among other things, is in
the business of administering transfer and dividend disbursing agent functions
for the benefit of its customers; and
WHEREAS, the Trust desires to retain FMFS to provide transfer and dividend
disbursing agent services to each series of the Trust listed on Exhibit A
attached hereto, (each hereinafter referred to as a "Fund") as may be amended
from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and FMFS agree as follows:
1. Appointment of Transfer Agent
The Trust hereby appoints FMFS as Transfer Agent of the Trust on the
terms and conditions set forth in this Agreement, and FMFS hereby accepts
such appointment and agrees to perform the services and duties set forth in
this Agreement in consideration of the compensation provided for herein.
2. Duties and Responsibilities of FMFS
FMFS shall perform all of the customary services of a transfer agent
and dividend disbursing agent, as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal program) in accordance
with the procedures set forth in each Fund's prospectus and statement of
additional information relating to shares of such Fund as in effect from
time to time (together the "Prospectus"), including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where appropriate,
of payment and supporting documentation to the Trust's custodian,
and issue the appropriate number of uncertificated shares with
such uncertificated shares being held in the appropriate
shareholder account;
C. Arrange for issuance of shares obtained through transfers of
funds from shareholders' accounts at financial institutions and
arrange for the exchange of shares for shares of other eligible
investment companies, when permitted by Prospectus;
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Trust's
custodian;
E. Pay monies upon receipt from the Trust's custodian, where
relevant, in accordance with the instructions of redeeming
shareholders;
F. Process transfers of shares in accordance with the shareholder's
instructions;
G. Process exchanges between Funds and/or classes of shares of Funds
both within the same family of Funds and with a Firstar Money
Market Fund, if applicable, as described from time to time in a
Fund's prospectus;
H. Cancel certificates as instructed; replace lost, stolen or
destroyed certificates upon receipt of satisfactory
indemnification or surety bond;
I. Prepare and transmit payments for dividends and distributions
declared by the Trust with respect to each Fund, after deducting
any amount required to be withheld by any applicable laws, rules
and regulations and in accordance with shareholder instructions;
J. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal,
automatic investment, dividend reinvestment, etc.);
K. Record the issuance of shares of each Fund and maintain, pursuant
to Rule 17Ad-10(e) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), a record of the total
number of shares of each Fund which are authorized, issued and
outstanding; and perform such services as required under Rule
17Ad-17 under the Exchange Act;
L. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
M. Mail shareholder reports and prospectuses to current
shareholders;
N. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
O. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders
for all purchases, redemptions and other confirmable transactions
as agreed upon with the Trust;
P. Mail requests for shareholders' certifications under penalties of
perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and
distributions paid by the Trust, all as required by applicable
Federal tax laws and regulations;
Q. Provide a Blue Sky System that will enable the Trust to monitor
the total number of shares of each Fund sold in each state. In
addition, the Trust or its agent, including FMFS, shall identify
to FMFS in writing those transactions and assets to be treated as
exempt from the Blue Sky reporting for each state. The
responsibility of FMFS for the Trust's Blue Sky state
registration status is solely limited to the initial compliance
by the Trust and the reporting of such transactions to the Trust
or its agent;
R. Answer correspondence from shareholders, securities brokers and
others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed upon
between FMFS and the Trust.
S. Reimburse each Fund each month for all material losses resulting
from "as of" processing errors for which FMFS is responsible in
accordance with the "as of" processing guidelines set forth in
the attached Exhibit B.
3. Compensation
The Trust agrees to pay FMFS for the performance of the duties listed
in this agreement as set forth on Exhibit C attached hereto; the fees and
out-of-pocket expenses include, but are not limited to the following:
printing, postage, forms, stationery, record retention (if requested by the
Trust), mailing, insertion, programming (if requested by the Trust),
labels, shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Trust and FMFS.
The Trust agrees to pay all fees and reimbursable expenses within
thirty (30) calendar days following the receipt of the billing notice,
except for any fee or expense subject to a good faith dispute. The Trust
shall notify FMFS in writing with thirty (30) calendar days following
receipt of each invoice if the Corpration is disputing any amounts in good
faith. The Trust shall settle such disputed amounts within ten (10)
calendar days of the day on which the parties agree on the amount to be
paid. With the exception of any fee or expense the Trust is disputing in
good faith as set forth above, unpaid invoices shall accrue a finance
charge of one and one-half percent (1 1/2%) per month, after the due date.
Notwithstanding anything to the contrary, amounts owed by the Trust to
FMFS shall only be paid out of assets and property of the particular Fund
involved.
4. Representations of FMFS
FMFS represents and warrants to the Trust that:
A. It is a limited liability corporation duly organized, existing
and in good standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement;
F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
G. It will comply in all material respects with all applicable
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Exchange Act, the 1940 Act, and any laws,
rules, and regulations of governmental authorities having
jurisdiction.
5. Representations of the Trust
The Trust represents and warrants to FMFS that:
A. The Trust is an open-ended diversified investment company under
the 1940 Act;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of Delaware;
C. The Trust is empowered under applicable laws and by its
Declaration of Trust and Bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Declaration of Trust
have been taken to authorize it to enter into and perform this
Agreement;
E. The Trust will comply in all material respects with all
applicable requirements of the Securities Act, the Exchange Act,
the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction; and
F. A registration statement under the 1940 Act is effective and will
remain effective, and appropriate state securities law filings
have been made and will continue to be made, with respect to all
shares of the Trust being offered for sale.
6. Performance of Service; Limitation of Liability
A. FMFS shall exercise reasonable care and act in good faith in the
performance of its duties under this Agreement. FMFS shall not be
liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with matters to which
this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power
supplies beyond FMFS's control, except a loss arising out of or
relating to FMFS' refusal or failure to comply with the terms of
this Agreement or from bad faith, negligence, or willful
misconduct on its part in the performance of its duties under
this Agreement. Notwithstanding any other provision of this
Agreement, if FMFS has exercised reasonable care and acted in
good faith in the performance of its duties under this Agreement,
the Trust shall indemnify and hold harmless FMFS from and against
any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) which
FMFS may sustain or incur or which may be asserted against FMFS
by any person arising out of any action taken or omitted to be
taken by it in performing the services hereunder, except for any
and all claims, demands, losses expenses, and liabilities arising
out of or relating to FMFS's refusal or failure to comply with
the terms of this Agreement or from bad faith, negligence or from
willful misconduct on its part in performance of its duties under
this Agreement, (i) in accordance with the foregoing standards,
or (ii) in reliance upon any written or oral instruction
authorized by the Trust and provided to FMFS by any duly
authorized officer of the Trust, such duly authorized officer to
be included in a list of authorized officers furnished to FMFS
and as amended from time to time in writing by resolution of the
Board of Trustees of the Trust.
FMFS shall indemnify and hold the Trust, its officers,
trustees and agents harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys' fees) which the Trust,
its officers, trustees and agents may sustain or incur or which
may be asserted against the Trust, its officers, trustees and
agents by any person arising out of any action taken or omitted
to be taken by FMFS as a result of FMFS's refusal or failure to
comply with the terms of this Agreement, its bad faith,
negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall
promptly take all reasonable steps to minimize service
interruptions for any period that such interruption continues
beyond FMFS's control. FMFS will promptly make every reasonable
effort to restore any lost or damaged data and correct any errors
resulting from such a breakdown at the expense of FMFS. FMFS
agrees that it shall, at all times, have contingency plans that
are consistent with industry standards with appropriate parties,
making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to
inspect FMFS's premises and operating capabilities at any time
during regular business hours of FMFS, upon reasonable notice to
FMFS.
Regardless of the above, FMFS reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the
indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised of
all pertinent facts concerning the situation in question, and it
is further understood that the indemnitee will use all reasonable
care to notify the indemnitor promptly concerning any situation
which presents or appears likely to present the probability of a
claim for indemnification. The indemnitor shall have the option
to defend the indemnitee against any claim that may be the
subject of this indemnification. In the event that the indemnitor
so elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the
indemnitee shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be
asked to indemnify the indemnitee except with the indemnitor's
prior written consent.
C. FMFS agrees that obligations assumed by the Trust pursuant to
this Agreement shall be limited in all cases to the Trust and its
assets, and if the liability relates to one or more series, the
obligations hereunder shall be limited to the respective assets
of such series. FMFS further agrees that it shall not seek
satisfaction of any such obligation from the shareholder or any
individual shareholder of a series of the Trust, or from the
Trustees or any individual Trustee of the Trust or from any agent
of the Trust.
7. Proprietary and Confidential Information
FMFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present, or potential shareholders (and clients of said shareholders) and
not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where FMFS may
be exposed to civil or criminal contempt proceedings for failure to comply
after being requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
Further, FMFS will adhere to the privacy policies adopted by the Trust
pursuant to Title V of the Xxxxxx-Xxxxx-Xxxxxx Act (the "Act") and
Regulation S-P, as may be modified from time to time. Notwithstanding the
foregoing, FMFS will not share any nonpublic personal information as
defined under Regulation S-P concerning any of the Trust's shareholders to
any third party unless specifically directed by the Trust or allowed under
one of the exceptions noted under the Act and Regulation S-P.
8. Term of Agreement; Amendment; Assignment
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of one year. Subsequent to the initial
one-year term, this Agreement may be terminated by either party upon giving
ninety (90) days prior written notice to the other party or such shorter
period as is mutually agreed upon by the parties. However, this Agreement
may be amended by mutual written consent of the parties. All
representations in Section 7 of this Agreement shall survive the
termination of this Agreement.
This Agreement and any right or obligation hereunder may not be assigned by
either party without the prior written consent of the other party. This
Agreement constitutes the entire agreement between the parties hereto and
supercedes any prior agreement with respect to the subject matter hereof,
whether oral or written.
9. Records
FMFS shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Trust but not inconsistent with the rules
and regulations of appropriate government authorities, in particular,
Section 31 of the 1940 Act, and the rules thereunder. FMFS agrees that all
such records prepared or maintained by FMFS relating to the services to be
performed by FMFS hereunder are the property of the Trust and will be
preserved, maintained, and made available with such section and rules of
the 1940 Act and will be promptly surrendered to the Trust on and in
accordance with its request.
10. Governing Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Wisconsin. However, nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
11. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any
of FMFS's duties or responsibilities hereunder is designated by the Trust
by written notice to FMFS, FMFS will promptly, upon such termination and at
the expense of the Trust, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by FMFS
under this Agreement (collectively, the "Records") in a form reasonably
acceptable to the Trust (if such form differs from the form in which FMFS
has maintained, the Trust shall pay any reasonable expenses associated with
transferring the data to such form), and will cooperate in the transfer of
such duties and responsibilities, including provision for assistance from
FMFS's personnel in the establishment of books, records, and other data by
such successor.
12. Notices
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
CCMA Select Investment Trust
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
13. Additional Funds
In the event the Trust establishes additional series or classes of shares
than those listed on the attached Exhibit A, and the Trust desires to have
FMFS act as Transfer Agent to such series or class under the terms hereof,
the Trust shall so notify FMFS in writing and, if FMFS agrees in writing to
provide such services, such series or class shall be covered by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer or one or more counterparts as of
the day and year first written above.
CCMA Select Investment Trust FIRSTAR MUTUAL FUND SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxx Xxxxxxx
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Title: President Title: President
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Exhibit A
CCMA Select Investment Trust
CCMA Select Money Market Fund
CCMA Select International Core Equity Fund
EXHIBIT B
Firstar Mutual Fund Services, LLC As Of Processing Policy
Firstar Mutual Fund Services, LLC (FMFS) will reimburse the Fund(s) for any
net material loss that may exist on the Fund(s) books and for which FMFS is
responsible, at the end of each calendar month. "Net Material Loss" shall be
defined as any remaining loss, after netting losses against any gains, which
impacts a Fund's net asset value per share by more than 1/2 cent. Gains and
losses will be reflected on the Fund's daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. FMFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. FMFS will notify the advisor to the Fund(s) on the daily share
sheet of any losses for which the advisor may be held accountable.
