Exhibit 9.1
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TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 1st day of December,
1995, by and between O.R.I. Funds, Inc. (the "Company"), on behalf of O.R.I.
Growth Fund (hereinafter referred to as the "Fund"), and Firstar Trust
Company, a corporation organized under the laws of the State of Wisconsin
(hereinafter referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the Company is an open-ended management investment company
which is registered under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company and, among other things, is in
the business of administering transfer and dividend disbursing agent
functions for the benefit of its customers;
NOW, THEREFORE, the Company, on behalf of the Fund, and the Agent do
mutually promise and agree as follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in this Agreement, the
Company hereby employs and appoints the Agent to act as transfer agent and
dividend disbursing agent for the Fund.
The Agent shall perform all of the customary services of a transfer
agent and dividend disbursing agent, and as relevant, agent in connection
with accumulation, open account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program),
including but not limited to:
A. Receive orders for the purchase of shares, with prompt delivery,
where appropriate, of payment and supporting documentation to the
Fund's custodian;
B. Process purchase orders and issue the appropriate number of
certificated or uncertificated shares with such uncertificated
shares being held in the appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Fund's
custodian;
D. Pay monies (upon receipt from the Fund's custodian, where
relevant) in accordance with the instructions of redeeming
shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between funds within the same family of funds;
G. Issue and/or cancel certificates as instructed; replace lost,
stolen or destroyed certificates upon receipt of satisfactory
indemnification or surety bond;
H. Prepare and transmit payments for dividends and distributions
declared by the Fund;
I. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal,
automatic investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the Fund and maintain, pursuant
to Section Rule 17ad-10(e), a record of the total number of
shares of the Fund which are authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
N. 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 Fund; and
O. Provide a Blue Sky System which will enable the Fund to monitor
the total number of shares sold in each state. In addition, the
Fund or its agent, including the Agent, shall identify to the
Agent in writing those transactions and assets to be treated as
exempt from the Blue Sky reporting to the Fund for each state.
The responsibility of the Agent for the Fund's Blue Sky state
registration status is solely limited under this Agreement to the
initial compliance by the Fund and the reporting of such
transactions to the Fund or its agent.
2. Compensation
The Company, on behalf of the Fund, agrees to pay the Agent for
performance of the duties listed in this Agreement; 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
Fund), mailing, insertion, programming (if requested by the Fund), 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 Company and the Agent.
The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
3. Representations of Agent
The Agent represents and warrants to the Company that:
A. It is a trust company duly organized, existing and in good
standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Securities Exchange
Act of 1934, as amended.
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 with all applicable requirements of the Securities
and Exchange Acts of 1933 and 1934, as amended, the Investment
Company Act of 1940, as amended, and any laws, rules, and
regulations of governmental authorities having jurisdiction.
4. Representations of the Company
The Company represents and warrants to the Agent that:
A. The Company is an open-ended diversified investment company under
the Investment Company Act of 1940;
B. The Company is a corporation organized, existing, and in good
standing under the laws of Maryland;
C. The Company is empowered under applicable laws and by its
Corporate Charter and bylaws to enter into and perform this
Agreement on behalf of the Fund;
D. All necessary proceedings required by the Corporate Charter have
been taken to authorize it to enter into and perform this
Agreement;
E. The Company will comply with all applicable requirements of the
Securities and Exchange Acts of 1933 and 1934, as amended, the
Investment Company Act of 1940, as amended, and any laws, rules
and regulations of governmental authorities having jurisdiction;
and
F. A registration statement under the Securities Act of 1933 is
currently 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 Fund being offered for
sale.
5. Covenants of Company and Agent
The Company shall furnish the Agent a certified copy of the resolution
of the Board of Directors of the Company authorizing the appointment of the
Agent and the execution of this Agreement. The Company shall provide to the
Agent a copy of the Corporate Charter, bylaws of the Corporation, and all
amendments.
The Agent 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 Fund but not inconsistent with the rules
and regulations of appropriate government authorities, in particular Section
31 of the Investment Company Act of 1940, as amended, and the rules
thereunder. The Agent agrees that all such records prepared or maintained by
the Agent relating to the services to be performed by the Agent hereunder are
the property of the Fund and will be preserved, maintained and made available
in accordance with such section and rules of the Investment Company Act and
will be promptly surrendered to the Fund on and in accordance with its
request.
6. Indemnification; Remedies Upon Breach
The Agent shall exercise reasonable care in the performance of its
duties under this Agreement. The Agent shall not be liable for any error of
judgement or mistake of law or for any loss suffered by the Fund in
connection with matters to which this Agreement relates, including losses
resulting from mechanical breakdowns or the failure of communication or power
supplies beyond the Agent's control, except a loss resulting from the Agent's
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 or reckless disregard by it of its obligations and duties under
this Agreement. Notwithstanding any other provision of this Agreement, the
Fund shall indemnify and hold harmless the Agent from and against any and all
claims, demands, losses, expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which the Agent may sustain or incur or which may be
asserted against the Agent by any person arising out of any action taken or
omitted to be taken by it in performing the services hereunder (i) in
accordance with the foregoing standards, or (ii) in reliance upon any written
or oral instruction provided to the Agent by any duly authorized officer of
the Fund, such duly authorized officer to be included in a list of authorized
officers furnished to the Agent and as amended from time to time in writing
by resolution of the Board of Directors of the Fund.
Further, the Fund will indemnify and hold the Agent harmless against
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand,
action or suit as a result of the negligence of the Fund or the principal
underwriter (unless contributed to by the Agent's breach of this Agreement or
other Agreements between the Fund and the Agent, or the Agent's own
negligence or bad faith); or as a result of the Agent acting upon telephone
instructions relating to the exchange or redemption of shares received by the
Agent and reasonably believed by the Agent under a standard of care
customarily used in the industry to have originated from the record owner of
the subject shares; or as a result of acting in reliance upon any genuine
instrument or stock certificate signed, countersigned or executed by any
person or persons authorized to sign, countersign or execute the same.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, the Agent shall take all reasonable steps
to minimize service interruptions for any period that such interruption
continues beyond the Agent's control. the Agent will make every reasonable
effort to restore any lost or damaged data and correct any errors resulting
from such a breakdown at the expense of the Agent. The Agent agrees that it
shall, at all times, have reasonable contingency plans with appropriate
parties, making reasonable provisions for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Fund shall be entitled to inspect the Agent's premises
and operating capabilities at any time during regular business hours of the
Agent, upon reasonable notice to the Agent.
Regardless of the above, the Agent reserves the right to reprocess and
correct administrative errors at its own expense.
In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the Fund may be asked to
indemnify or hold the Agent harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it
is further understood that the Agent will use all reasonable care to identify
and notify the Fund promptly concerning any situation which presents or
appears likely to present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend the Agent against
any claim which may be the subject of this indemnification. In the event
that the Fund so elects, it will so notify the Agent and thereupon the Fund
shall take over complete defense of the claim, and the Agent shall in such
situation initiate no further legal or other expenses for which it shall seek
indemnification under this section. The Agent shall in no case confess any
claim or make any compromise in any case in which the Fund will be asked to
indemnify the Agent except with the Fund's written consent.
The Agent shall indemnify and hold the Fund harmless from and against
any and all claims, demands, losses, expenses, and liabilities (whether with
or without basis in fact or law) of any and every nature (including
reasonable attorneys' fees) which may be asserted against the Fund by any
person arising out of any action taken or omitted to be taken by the Agent as
a result of the Agent's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct, its reckless
disregard of its obligations and duties under this Agreement, or failure to
meet the standard of care as set forth above.
7. Proprietary and Confidential Information
The Agent agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and prior, present, or
potential shareholders of the Fund (and clients of said shareholders), and
not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where the Agent may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or
when so requested by the Fund.
8. Miscellaneous
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held invalid by a court or regulatory agency decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be governed by Wisconsin law,
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act or any rule or regulation
promulgated by the SEC thereunder. This Agreement constitutes the entire
Agreement of the parties hereto.
9. Amendment, Assignment, Termination and Notice
A. This Agreement may be amended by the mutual written consent of
the parties.
B. This Agreement may be terminated upon ninety (90) day's written
notice given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of
the other party.
D. Any notice required to be given by the parties to each other
under the terms of this Agreement shall be in writing, addressed
and delivered, or mailed to the principal place of business of
the other party. If to the Agent, such notice should be sent to
Xxxxxxx X. XxXxx. If the Company and/or the Fund, such notice
shall be sent to O.R.I. Funds, Inc., Suite 1807, 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention Xxxxxx
Xxxxxxxx.
E. In the event that the Company, on behalf of the Fund, gives to
the Agent its written intention to terminate and appoint a
successor transfer agent, the Agent agrees to cooperate in the
transfer of its duties and responsibilities to the successor,
including any and all relevant books, records and other data
established or maintained by the Agent under this Agreement.
F. Should the Company exercise its right to terminate, all
reasonable out-of-pocket expenses associated with the movement of
records and material will be paid by the Company, on behalf of
the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the
day and year first written above.
O.R.I. Funds, Inc. Firstar Trust Company
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Attest /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxx X. Zen
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Assistant Secretary
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
NO-LOAD FUNDS
EXHIBIT A
OAK RIDGE INVESTMENTS GROWTH FUND
Annual Fee Schedule
$14.00 per shareholder account
$7.50 per Fed wire transfer (billed to investor)
$5.00 per telephone exchange (billed to investor)
Annual minimum fee first year $18,000
Annual minimum fee second year $20,000
Annual minimum fee after second year $24,000
Plus out-of-pocket expenses, including but not limited to:
Telephone - toll-free lines
Postage
Programming if requested by the Fund
Stationary/envelopes
Mailing
Proxies
Retention of records if requested by the Fund
Microfilm/fiche of records if requested by the Fund
Special reports if requested by the Fund
All other out-of-pocket expenses authorized by the
Fund
Fees are billed monthly
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL QUALIFIED PLAN
ANNUAL FEE SCHEDULE
(billed to Investors)
EXHIBIT A
OAK RIDGE INVESTMENTS GROWTH FUND
Defined
Contribution 403(b)(7) 401(k)
XXX Plan Plan Plan
Accounts Accounts Accounts Accounts
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Annual maintenance fee
per account $12.50 $12.50 $12.50 $12.50
Transfer to successor trustee 15.00 15.00 15.00 15.00
Distribution to a participant
(exclusive of systematic
withdrawal plans) 15.00 15.00 15.00 15.00
Refund of excess
contribution 15.00 15.00 15.00 15.00
Any outgoing wire 7.50 7.50 7.50 7.50
Telephone exchange 5.00 5.00 5.00 5.00
