FORM OF TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made as of this _____ day of _____, 2006, by and
between THE ADVISORS' INNER CIRCLE FUND II (the "Trust"), a Massachusetts trust,
and SEI INVESTMENTS FUND MANAGEMENT (the "Transfer Agent" or "SEI"), a Delaware
business trust.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Transfer Agent is a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Trust desires the Transfer Agent to provide, and the
Transfer Agent is willing to provide transfer agent services to Shareholders of
the Trust's portfolios listed in Schedule A which is attached hereto and made a
part of this Agreement, and such other portfolios, or classes of portfolios, as
the Trust and the Transfer Agent may agree on ("Portfolios"), on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Transfer Agent hereby agree as follows:
ARTICLE 1. RETENTION OF THE TRANSFER AGENT. The Trust hereby retains
the Transfer Agent to act as the Transfer Agent of the Portfolios and to furnish
the Portfolios with the transfer agent services as set forth below. The Transfer
Agent hereby accepts such employment to perform the duties set forth below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust. All of the Transfer Agent's duties shall be
subject always to the objectives, policies and restrictions contained in the
Trust's current registration statement under the 1940 Act, to the Trust's
Declaration of Trust and By-Laws, to the provisions of the 1940 Act, and to any
other guidelines that may be established by the Trust's Trustees and which are
furnished to the Transfer Agent by the Trust.
The Trust warrants that it has or shall deliver to the Transfer Agent:
(a) a copy of the Declaration of Trust of the Trust, incorporating
all amendments thereto, certified by the Secretary or
Assistant Secretary of the Trust;
1
(b) an opinion of counsel to the Trust with respect to (i) the
legality and continuing existence of the Trust, (ii) the
legality of its outstanding Shares of beneficial interest, and
(iii) the number of Shares authorized for issuance and stating
that upon issuance they will be validly issued and
non-assessable; and
(c) the Trust's Secretary's or Assistant Secretary's certificate
as to the authorized outstanding Shares of the Trust, its
address to which notices may be sent, the names and specimen
signatures of its officers who are authorized to sign
instructions or requests to the Transfer Agent on behalf of
the Trust, and the name and address of legal counsel to the
Trust. In the event of any future amendment or change in
respect of any of the foregoing, prompt written notification
of such change shall be given by the Trust to the Transfer
Agent together with copies of all relevant resolutions,
instruments or other documents, specimen signatures,
certificates, opinions or the like as the Transfer Agent may
deem necessary or appropriate.
ARTICLE 2. TRANSFER AGENT SERVICES. The Transfer Agent will act as
Transfer Agent for the Portfolios' accounts and, as such, will record in an
account (the "Account") the total number of units of beneficial interest
("Shares") of each Portfolio issued and outstanding from time to time and will
maintain Share transfer records in which it will note the names and registered
addresses of Shareholders, and the number of Shares from time to time owned by
each of them. Each Shareholder will be assigned one or more account numbers.
The Transfer Agent is authorized to set up accounts for shareholders
and record transactions in the accounts on the basis of instructions received
from Shareholders when accompanied by remittance in an appropriate amount and
form as provided in the Trust's then current prospectus. The Trust will not
issue certificates representing its Shares. Whenever Shares are purchased or
issued, the Transfer Agent shall credit the Account with the Shares issued, and
credit the proper number of Shares to the appropriate Shareholder.
Likewise, whenever the Transfer Agent has occasion to redeem Shares
owned by a Shareholder, the Trust authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Trust's Custodian of the receipt of funds
through the Federal Reserve wire system or conversion into Federal funds of
funds transmitted by other means for the purchase of Shares in accordance with
the Trust's current prospectus, the Transfer Agent shall notify the Trust of
such deposits on a daily basis.
The Transfer Agent shall credit each Shareholder's account with the
number of units purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Trust's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
wired in Federal funds.
2
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be as provided for
in the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Trust and the Transfer Agent.
If the Transfer Agent or the Trust's Distributor determines that a
request for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall effect such redemption at the price next determined
after receipt of documents complying with said standards.
The Transfer Agent shall produce a confirmation statement reflecting
each purchase or redemption transaction and each dividend posting. Confirmation
statements will be mailed or transmitted on the Business Day following the
transaction.
On each day that the Trust's Custodian and the New York Stock Exchange
are open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of this Article 2, and the Trust shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as
to purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities and Exchange Commission or the Trustees of the
suspension of the determination of the Trust's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion
of counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
ARTICLE 3. COMPENSATION OF THE TRANSFER AGENT.
(A) TRANSFER AGENT. For the services to be rendered, the
facilities furnished and the expenses assumed by the Transfer
Agent pursuant to this Agreement, the Trust shall pay to the
Transfer Agent compensation at an annual rate specified in the
Schedule B which is attached hereto and made a part of this
Agreement. Such compensation shall be accrued daily, and paid
to the Transfer Agent monthly.
If this Agreement becomes effective subsequent to the first
day of a month or terminates before the last day of a month,
the Transfer Agent's compensation for that part of the month
in which this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set
forth above. Payment of the Transfer Agent's compensation for
the preceding month shall be made promptly.
3
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation
under this Agreement for services performed as of the
termination date shall survive the termination of this
Agreement.
ARTICLE 4. LIMITATION OF LIABILITY; INDEMNIFICATION PROVISIONS. The
duties of the Transfer Agent shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Transfer Agent hereunder. The Transfer Agent shall not be liable for any error
of judgment or mistake of law or for any act or omission in carrying out its
duties hereunder, except a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Article 4, the term "Transfer Agent" shall
include directors, officers, employees, sub-contracts and other corporate agents
of the Transfer Agent as well as that corporation itself).
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Trust assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses
and attorney's fees) arising directly or indirectly out of the Transfer Agent in
carrying out its duties hereunder. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
The Transfer Agent shall indemnify and hold the Trust harmless from and
against any and all actions, suits and claims, whether groundless or otherwise,
and from and against any and all losses, damages, costs, charges, reasonable
counsel fees and disbursements, payments, expenses and liabilities (including
reasonable investigation expenses and attorney's fees) arising directly or
indirectly out of losses, liabilities or damages resulting from the willful
misfeasance, bad faith or gross negligence of the Transfer Agent of said
transfer agency relationships to the Trust or any other service rendered to the
Trust hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
In order that the indemnification provision contained herein shall
apply, however, it is understood that if in any case an indemnifying party (the
"Indemnifying Party") may be asked to indemnify or hold an indemnified party
(the "Indemnified Party") harmless, the Indemnifying Party shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Indemnified Party will use all reasonable
care to identify and notify the Indemnifying Party promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Indemnified Party, but failure to do so in
good faith shall not effect the rights hereunder. The indemnification rights
hereunder shall include the right to reasonable advances of defense expenses in
the event of any pending or threatened litigation with respect to which
indemnification hereunder may ultimately be merited.
4
The Transfer Agent may apply to the Trust at any time for instructions
and may consult counsel for the Trust or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Transfer Agent's duties, and the Transfer Agent shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.
The Transfer Agent shall be protected in acting upon any document which
it reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Transfer Agent be held to have notice of
any change of authority of any officers, employee or agent of the Trust until
receipt of written notice thereof from the Trust.
ARTICLE 5. ACTIVITIES OF THE TRANSFER AGENT. The services of the
Transfer Agent rendered to the Trust are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the Transfer
Agent, as directors, officers, employees and shareholders or otherwise and that
directors, officers, employees and shareholders of the Transfer Agent and its
counsel are or may be or become similarly interested in the Trust, and that the
Transfer Agent may be or become interested in the Trust as a Shareholder or
otherwise.
ARTICLE 6. DURATION AND TERMINATION OF THIS AGREEMENT. Unless
terminated earlier in accordance with the provisions of this Article, this
Agreement shall remain in effect for 3 years after the date of the Agreement and
shall continue in effect thereafter, for periods of two years so long as such
continuance is specifically approved at least annually (i) by the Trustees of
the Trust and (ii) by the vote of a majority of the Trustees of the Trust who
are not parties to this Agreement or interested persons of any such party.
This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Trustees of the Trust on not less than 60
days' written notice to the Transfer Agent, or by the Transfer Agent on not less
than 90 days' written notice to the Trust. Upon termination of this Agreement
all out-of-pocket expenses associated with the movement of records and material
will be borne by the Trust.
In the event of a material breach of this Agreement by either party,
the non-breaching party shall notify the breaching party in writing of such
breach and upon receipt of such notice, the breaching party shall have 45 days
to remedy the breach or the non-breaching party may terminate this Agreement
immediately.
ARTICLE 7. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or proposal with respect to the subject matter hereof. This Agreement or
any part hereof may be changed or waived only by an instrument in writing signed
by the party against which enforcement of such change or waiver is sought;
5
PROVIDED THAT, any material amendment must be specifically approved (i) by the
vote of a majority of the Trustees of the Trust, and (ii) by the vote of
majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party. For special cases, the parties hereto may
amend such procedures set forth herein as may be appropriate or practical under
the circumstances, and the Transfer Agent may conclusively assume that any
special procedure which has been approved by the Trust does not conflict with or
violate any requirements of its Declaration of Trust, By-Laws or prospectus, or
any rule, regulation or requirement of any regulatory body.
ARTICLE 8. TRUSTEES' LIABILITY. A copy of the Certificate of Trust of
the Trust is on file with the Secretary of State of the State of Delaware, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees, officers or
Shareholders of the Trust individually, but binding only upon the assets and
property of the Trust.
ARTICLE 9. CERTAIN RECORDS. The Transfer Agent shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Transfer Agent
on behalf of the Trust shall be prepared and maintained at the expense of the
Transfer Agent, but shall be the property of the Trust and will be made
available to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Transfer Agent shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Transfer 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, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Transfer Agent against such liability.
ARTICLE 10. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the U.S. Securities and Exchange
Commission ("SEC").
ARTICLE 11. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, overnight courier (or substantially similar delivery service),
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Trust, at 0 Xxxxxxx Xxxxxx Xxxxx, X.X. Xxx 0000, Xxxx, XX 00000; and if to the
Transfer Agent at 0 Xxxxxxx Xxxxxx Xxxxx, X.X. Xxx 0000, Xxxx, XX 00000.
6
ARTICLE 12. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the State
of Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 13. MULTIPLE ORIGINALS. 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.
ARTICLE 14. ASSIGNMENT. This Agreement shall not be assignable by
either party without the written consent of the other party.
ARTICLE 15. CONFIDENTIALITY. All books, records, information and data
pertaining to the business of the Trust, including but not limited to names and
addresses of "customers" or "consumers" (as those terms are defined in
Regulation S-P), which are exchanged or received hereunder shall be kept
confidential and shall not be used or voluntarily disclosed to any other person,
except as may be permitted hereunder or required by law. This provision shall
not apply to information lawfully in the possession of the Transfer Agent prior
to the term hereof, lawfully obtained from other sources or independently
developed by the Transfer Agent without reference to or reliance on information
obtained from the Trust.
If, in accordance with SEC Regulation S-P, "non-public personal
information" (as this term is defined in Regulation S-P) regarding the Trust's
customers or consumers is disclosed to the Transfer Agent in connection with the
Agreement, then Transfer Agent will not disclose or use that information other
than as strictly and absolutely necessary to carry out the purposes of the
Agreement. The provisions of this ARTICLE 15 shall survive termination of this
Agreement.
ARTICLE 16. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Transfer Agent undertakes to comply in all material respects with applicable
requirements of the Securities Act of 1933, the 1934 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by the Transfer Agent hereunder. All of
the Transfer Agent's duties shall be subject to the objectives, policies and
restrictions contained in the Trust's current registration statement under the
1940 Act, the Trust's Declaration of Trust and By-Laws, and any other guidelines
that may be established by the Board of Trustees.
ARTICLE 17. WAIVER. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto to exercise
any power or right granted hereunder, or to insist upon strict compliance with
any obligation hereunder, and no custom or practice of the parties with regard
to the terms of performance hereof, will constitute a waiver of the rights of
such party to demand full and exact compliance with the terms of this Agreement.
7
ARTICLE 18. FORCE MAJEURE. Transfer Agent may not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control including, without limitation, acts of civil or
military authority, national emergencies, labor difficulties, theft, fire,
mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails or any transportation medium, communication system
or power supply."
ARTICLE 19. EQUIPMENT FAILURES. In the event of equipment failures
beyond the Transfer Agent's control, the Transfer Agent shall take reasonable
and prompt steps to minimize service interruptions but shall have no liability
with respect thereto. The Transfer Agent shall develop and maintain a plan for
recovery from equipment failures which may include contractual arrangements with
appropriate parties making reasonable provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
ARTICLE 20. HEADINGS. All Article headings contained in this Agreement
are for convenience of reference only, do not form a part of this Agreement and
will not affect in any way the meaning or interpretation of this Agreement.
Words used herein, regardless of the number and gender specifically used, will
be deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 21. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 22. SEVERABILITY. If any part, term or provision of this
Agreement is held 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.
ARTICLE 23. TAXES. Transfer Agent may not be liable for any taxes,
assessments or governmental charges that may be levied or assessed on any basis
whatsoever in connection with the Funds or any shareholder or any purchase of
Fund shares, excluding taxes assessed against Transfer Agent for compensation
received by it under this Agreement."
8
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND II
By:
-------------------------------
Name:
-----------------------------
Title:
-----------------------------
SEI INVESTMENTS FUND MANAGEMENT
By:
-------------------------------
Name:
-----------------------------
Title:
-----------------------------
9
SCHEDULE A
TO THE TRANSFER AGENT AGREEMENT
DATED _______, 2006
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
SEI INVESTMENTS FUND MANAGEMENT
Pursuant to the Preamble, the Transfer Agent shall provide
services to the following Portfolios:
[NAME OF FUND]*
*The Trust is authorized to issue separate classes of shares of beneficial
interest representing interests in separate investment portfolios. The parties
intend that each portfolio established by the Trust, now or in the future, be
covered by the terms and conditions of this agreement.
SCHEDULE B
TO THE TRANSFER AGENT AGREEMENT
DATED _____, 2006
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
SEI INVESTMENTS FUND MANAGEMENT
Pursuant to Article 6, Section A, the Trust shall pay the Transfer Agent
compensation as follows:
SEI will provide transfer and dividend disbursing agent services on the
Portfolios starting in approximately _____, 2006.
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee,
which is [ ] a year.
This annual charge includes:
o Omnibus transactions processing and reconciliation
o Transaction reconciliation with custodian
o Transmission monitoring and processing
o System accessibility
o On-going support
o Production and maintenance of system reports
o "Help Desk" for bank systems users
o Processing of incoming and outgoing interfaces (bank and custodian)
o NAV and dividend rate nightly updates
o Month end dividend processing
o Capital gains processing, if needed
o Production of confirms and statements
o Transmission of print files to bank
o Production, printing and storage of system reports
o Maintenance of system security records and passwords
o Maintenance of all system tables
o Maintenance of all dealer files
o Production of monthly 12(b)-1
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses will include but are not limited to confirmation
production, postage, forms, stationery, offsite storage, voice response system,
telephone, microfilm, microfiche, shareholder telephone calls, shareholder
letters, proxy solicitations, and expenses incurred at the specific direction of
the Trust such as custom programming.
