TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made this 1st day of June, 1994, by and
between Aquila Rocky Mountain Equity Fund, an unincorporated
business trust organized under the laws of Massachusetts (the
"Fund"), and Administrative Data Management Corp., a corporation
organized and existing under the laws of the State of New York
("ADM").
R E C I T A L S
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act") currently offering one class of
shares (the "Shares"); and
WHEREAS, the Fund desires to retain ADM to serve as the
Fund's transfer agent, registrar and dividend disbursing agent,
and ADM is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Fund hereby appoints ADM to serve as
transfer agent, registrar and dividend disbursing agent for the
Fund, for the period and on the terms set forth in this
Agreement. ADM accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as
provided for in Paragraph 15 of this Agreement.
2. Delivery of Documents.
a. The Fund has furnished ADM with copies properly
certified or authenticated of each of the following:
1) Resolutions of the Fund's Board of Trustees
authorizing the execution of this Agreement;
2) Appendix B identifying and containing the
signatures of the Fund's officers and other
persons authorized to sign Written Instructions
and give Oral Instructions, each as hereinafter
defined, on behalf of the Fund;
3) The Fund's Declaration of Trust filed with the
Secretary of State of the Commonwealth of
Massachusetts and all amendments thereto (such
Declaration of Trust, as presently in effect and
as it shall from time to time be amended, is
herein called the "Declaration");
4) The Fund's By-Laws and all amendments thereto
(such By-Laws, as presently in effect and as they
shall from time to time be amended, are herein
called the "By-Laws");
5) The Fund's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the
"1933 Act") and under the 1940 Act as filed with
the Securities and Exchange Commission ("SEC") and
all amendments thereto;
6) The Fund's most recent prospectus and statement of
additional information (such prospectus and
statement of additional information, as from time
to time in effect and all amendments and
supplements thereto are herein called the
"Prospectus").
b. ADM has furnished the Fund with copies properly
certified or authenticated its Registration Statement
on Form TA-1 under the Securities Exchange Act of 1934,
as amended and all annual or other public reports filed
with the SEC as may be requested by the Fund.
c. Each party from time to time will furnish the other
with copies, properly certified or authenticated, of
all amendments or supplements to the foregoing, if any.
Neither party is obligated hereby to provide the other
with otherwise confidential information.
3. Definitions.
a. "Authorized Person". As used in this Agreement, the
term "Authorized Person" means the Fund's officers and
other persons duly authorized by the Board of Trustees
of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate
annexed hereto as Appendix B or any amendment thereto
as may be received by ADM from time to time.
b. "Oral Instructions". As used in this Agreement, the
term "Oral Instructions" means verbal instructions
actually received by ADM from an Authorized Person or
from a person reasonably believed by ADM to be an
Authorized Person. The Fund agrees to deliver to ADM
Written Instructions confirming Oral Instructions.
c. "Written Instructions". As used in this Agreement, the
term "Written Instructions" means written instructions
delivered by mail, telegram, cable, telex or facsimile
sending device (a "fax"), and received by ADM and
signed by an Authorized Person or reasonably believed
by ADM to have been signed by or authorized by an
Authorized Person unless otherwise required by a
resolution of the Board of Trustees furnished to ADM
pursuant to Section 2(a) hereof.
4. Instructions Consistent with Declaration, etc.
a. Unless otherwise provided in this Agreement, ADM shall
act only upon Oral or Written Instructions. Although
ADM may take cognizance of the provisions of the
Declaration and By-Laws of the Fund, the Fund's
Prospectus and the laws, rules and regulations
applicable to the Fund, ADM may assume that any Oral or
Written Instructions received hereunder are not in any
way inconsistent with any provisions of such
Declaration or By-Laws, the Fund's Prospectus or with
any laws, rules or regulations applicable to the Fund
or any vote, resolution or proceeding of the
Shareholders, or of the Board of Trustees, or of any
committee thereof.
b. ADM shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually
received by ADM pursuant to this Agreement and shall
have no liability for any action which it takes or
omits in accordance with such Oral Instructions or
Written Instructions, whether received from personnel
of the Fund, its investment adviser, its administrator,
or otherwise. The Fund agrees to forward to ADM
Written Instructions confirming Oral Instructions in
such manner that the Written Instructions are received
by ADM, whether by hand delivery, telex, facsimile
sending device or otherwise, as promptly as practicable
after Oral Instructions are given to ADM. The Fund
agrees that the fact that such confirming Written
Instructions are not received by ADM shall in no way
affect the validity of the actions or transactions or
enforceability of the actions or transactions
authorized by the Fund by giving Oral Instructions.
5. Transactions Not Requiring Instructions.
a. In the absence of contrary Written Instructions, ADM is
authorized to take and to the extent set forth in the
Activities List shall take the following actions:
1) issuance, transfer and redemption of Shares;
2) opening, maintenance, servicing and closing of
accounts of Shareholders or prospective
Shareholders;
3) causing the reinvestment in Shareholders' accounts
of dividends and distributions declared upon
shares;
4) transferring the investment of an investor into,
or from, the shares of other open-end investment
companies, if and to the extent permitted by the
Prospectus;
5) processing redemptions;
6) examining and approving legal transfers;
7) furnishing to Shareholders confirmations of
transactions relating to their Shares;
8) preparing and mailing to the Internal Revenue
Service and all payees all information returns and
payee statements required under the Internal
Revenue Code in respect to the Fund's dividends
and distributions and taking all other necessary
actions in connection with the dividend and other
withholding requirements of that Code;
9) mailing to Shareholders annual and semi-annual
reports prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue to
shareholders.
10) preparation and sending such other information
from the Fund records held by ADM as may be
reasonably requested by an Authorized Person;
11) preparation and sending to the Fund such
affidavits of mailing and certifications as are
reasonably requested by an Authorized Person;
12) transferring stock certificates representing
shares for other stock certificates representing
such shares;
13) replacing allegedly lost, stolen or destroyed
stock certificates with a surety bond; and
14) maintaining such books and records relating to
transactions effected by ADM as are required by
the 1940 Act, or by any other applicable
provisions of law, to be maintained by the Fund or
its transfer agent with respect to such
transactions, and preserving, or causing to be
preserved, any such books and records for such
periods as may be required by any such law, rule
or regulation.
b. ADM agrees to act as Proxy Agent in connection with the
holding of annual or special meetings of Shareholders,
mailing to Shareholders notices, proxies and proxy
statements in connection with the holding of such
meetings, receiving and tabulating votes cast by proxy
and communicating to the Fund the results of such
tabulation accompanied by appropriate certificates, and
preparing and furnishing to the Fund certified lists of
Shareholders as of such date, and in such form and
containing such information as may be required by the
Fund to comply with any applicable provisions of law or
its Declaration and/or By-Laws relating to such
meetings. ADM shall be reimbursed for out-of-pocket
expenses in performing such services, such as the costs
of forms, envelopes and postage. ADM at its cost with
the consent of the Fund may employ another firm to
perform all or some of the functions required by this
subsection. The Fund shall pay such additional charges
as the parties may agree upon for the services of the
Transfer Agent in connection with special meetings of
shareholders of the Fund in excess of one such meeting
held in any fiscal year of the Fund.
c. ADM shall furnish to the Fund such information and at
such intervals as the Fund may reasonably request for
the Fund to comply with the normal registration and/or
the normal reporting requirements of the SEC, Blue Sky
authorities or other regulatory agencies. All such
information shall be materially correct and complete
based upon information supplied to ADM.
d. ADM shall, in addition to the services herein itemized,
if so requested by the Fund and for such additional
fees as the Fund and ADM may from time to time agree,
perform and do all other acts and services that are
customarily performed and done by transfer agents,
dividend disbursing agents and shareholder servicing
agents of open-end mutual funds such as the Fund,
provided that normally occurring improvements in the
services of such agents will be provided without
initial capital cost to the Fund and at service fees
which are competitive with those prevailing in the
industry.
e. The parties hereto agree that without prejudice to any
other provisions of this Agreement, the functions of
ADM and the Fund under this Agreement will be
substantially performed in accordance with the
Activities List set out in Appendix A to this
Agreement. Such activities List as amended from time
to time is an integral part of this Agreement. In the
event that the provisions of this Agreement are in
conflict with or are inconsistent with those set forth
in such Activity List the provisions of the Activities
List shall govern.
f. ADM agrees to provide to the Fund upon request such
information as may reasonably be required to enable the
Fund to reconcile the number of outstanding shares of
the Fund between ADM's records and the account books of
the Fund.
6. Authorized Shares. The Fund hereby represents that the
Declaration authorizes the Board of Trustees to issue an
unlimited number of shares.
7. Dividends and Distributions. The Fund shall furnish ADM
with the amount of each daily dividend and with appropriate
evidence of action by the Fund's Board of Trustees authorizing
the daily declaration of dividends and distributions in respect
of Shares as described in the then current Prospectus. Upon
declaration of each dividend other than daily dividends, each
capital gain distribution or other distribution by the Board of
Trustees of the Fund, the Fund shall promptly notify ADM of the
date of such declaration, the amount payable per share, the
record date for determining the shareholders entitled to payment,
the payment date, and the reinvestment date and price which is to
be used to purchase shares for reinvestment, all sufficiently in
advance to permit ADM to process properly such dividend or
capital gain distribution or other distribution in a timely and
orderly manner.
Sufficiently in advance of each payment date to permit ADM
to have federal funds available to it for the payment thereof,
the Fund will transfer, or cause the Custodian to transfer, to
ADM in its capacity as dividend disbursing agent, at First
Financial Savings Bank, S.L.A. or at such bank or other financial
institution as ADM with the consent of the Fund shall select,
which may but need not be an affiliate of ADM, the total amount
of the remit portion of the dividend or distribution currently
payable. After deducting any amount reasonably believed by ADM
to be required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations,
based upon information available to it, ADM shall, as agent for
each Shareholder and in accordance with the provisions of the
Fund's Declaration and then current Prospectus, invest dividends
in Shares in the manner described in the Prospectus or pay them
in cash.
ADM shall prepare, file with the Internal Revenue Service,
and address and mail to shareholders such returns and information
relating to dividends and distributions paid by the Fund as are
required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may
from time to time be permitted or required by the Internal
Revenue Service. The Fund shall promptly provide ADM with the
information necessary to prepare such returns and information,
all sufficiently in advance to permit ADM to prepare properly and
mail such returns and information in a timely and orderly manner.
On behalf of the Fund, ADM shall pay on a timely basis to the
appropriate Federal authorities any taxes withheld on dividends
and distributions paid by the Fund.
8. Notification of ADM: The Fund shall promptly notify ADM of
the closing net asset value per share and the offering price per
share each day there are any transaction in shares of the Fund,
but in any event not later than sixty (60) minutes after the
closing of the New York Stock Exchange (if the Fund is not a
money market Fund) or before 1:00 p.m. New York Time (if the Fund
is a money market Fund.) ADM will process all transactions based
on the current day's net asset value price per share and the
offering price per share, provided that ADM receives such prices
no later than 7:00 p.m. In the event the Fund provides such
prices after 5:15 p.m. and before 7:00 p.m., the Fund shall pay
ADM the Late Pricing Charges set forth on Appendix D. In the
event that the Fund is unable to provide ADM such prices, the
Fund may elect to instruct ADM either to process the day's
transactions at an alternative price ("Alternate Price"),
calculated either at (i) the previous day's prices, or (ii) such
other price determined by the Fund. In the event the Fund fails
to notify ADM of an Alternate Price before 7:30 p.m., then ADM,
at its sole discretion, may process transactions at the price
last determined by the Fund. In the event ADM is not so
notified, it may assume that the price is unchanged from the
prior price.
9. Communications with Shareholders.
a. Communications to Shareholders. The Fund shall
prepare, print and provide ADM with sufficient
quantities of all communications by the Fund to its
shareholders all sufficiently in advance to permit ADM
to properly address and mail in a timely and orderly
manner all communications by the Fund to its
Shareholders, including reports to Shareholders,
dividend and distribution notices and proxy material
for its meetings of Shareholders. ADM agrees to mail
all such material to shareholders of the Fund in a
timely manner. ADM or a firm employed by ADM will at
ADM'S cost and expense receive and tabulate the proxy
cards for the meetings of the Fund's Shareholders.
b. Correspondence. ADM will answer such correspondence
from Shareholders, securities brokers and others
relating to its duties hereunder and such other
correspondence as may from time to time be mutually
agreed upon between ADM and the Fund.
10. Records. ADM shall keep the records described on the
Activities List, including but not limited to the following:
a. accounts for each Shareholder showing the following
information:
1) name, address and United States Taxpayer
Identification number;
2) number of Shares held and number of Shares for
which certificates, if any, have been issued,
including certificate numbers and denominations;
3) historical information regarding the account of
each Shareholder, including dividends and
distributions paid and the date and the price, if
applicable, for all transactions in a
Shareholder's account;
4) any stop or restraining order placed against a
Shareholder's account;
5) any correspondence relating to the current
maintenance of a Shareholder's account;
6) information with respect to withholdings in the
case of a foreign account; and
7) information with respect to withholding in the
case of an account subject to backup withholding;
8) any information required in order for ADM to
perform any calculations contemplated or required
by this Agreement.
9) If agreed between the Fund and ADM, subaccounts
may be maintained for each Shareholder requesting
such services in connection with shares held by
such Shareholder for separate accounts containing
the same information for each subaccount as
required by subparagraph (a) above.
The books and records pertaining to the Fund which are
in the possession of ADM shall be the property of the
Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations in
effect from time to time. ADM will, if so requested by
the counsel to the Fund, modify the manner in which
such books and records are prepared and maintained so
as to comply with the reasonable opinion of such
counsel as to such laws and rules. The Fund, or the
Fund's authorized representatives, shall have access to
such books and records at all times during ADM's normal
business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be
provided by ADM to the Fund or the Fund's authorized
representative at the Fund's expense.
11. Reports and Other Information.
Upon reasonable request of the Fund, provided that the cost
or effort required therefor are, singly or in the aggregate, not
unduly burdensome or expensive to it, ADM will promptly transmit
to the Fund, at no additional cost to the Fund, (a) documents and
information in the possession of ADM and not otherwise available
necessary to enable it and its affiliates to comply with the
requirements of the Internal Revenue Service, the SEC, the
National Association of Securities Dealers, Inc., state blue sky
authorities, and any other regulatory bodies having jurisdiction;
(b) documents and information in the possession of ADM necessary
to enable the Fund to conduct annual and special meetings of its
shareholder; and (c) such other information, including
shareholder lists and statistical information concerning accounts
as may be agreed upon from time to time between the Fund and ADM.
12. Cooperation with Accountants. ADM shall cooperate with the
Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made
available on a timely basis to such accountants for the
expression of their unqualified opinion, including but not
limited to the opinion included in the Fund's annual report to
Shareholders and on Form N-SAR, or similar form.
13. Confidentiality. ADM agrees on behalf of itself and its
employees to treat confidentially all confidential records and
other confidential information relative to the Fund and its
prior, present or potential shareholders and relative to the
Fund's Distributor and its prior, present or potential customers.
ADM will under normal circumstances not divulge any such
confidential records or information to anyone other than the
shareholder, dealer, Fund or other person, firm, corporation or
other entity which ADM reasonably believes is entitled to such
records or information 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 ADM 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.
ADM shall not be considered to have breached this provision
if it, in good faith, has provided information or documents to an
individual, firm, corporation or other entity (governmental or
otherwise) which it reasonably believes is entitled to such
information or documents; provided that it shall, with respect to
any non-routine governmental investigation or inquiry, first
provide notice thereof to the Fund.
14. Equipment Failures. ADM shall maintain adequate and
reliable computer and other equipment necessary or appropriate to
carry out its obligations under this Agreement. In the event of
computer or other equipment failures at its own facilities beyond
ADM's reasonable control, ADM shall, at its expense, take
reasonable steps to minimize service interruptions. The
foregoing obligation of ADM shall not extend to computer
terminals owned or maintained by others, located outside of
premises maintained by ADM. ADM represents that it has presently
in effect backup and emergency systems described on Appendix C
hereto. ADM will maintain such arrangements or equivalent while
this Agreement is in force unless ADM notifies the Fund to the
contrary and establishes to the satisfaction of the Fund that
industry standards no longer require such arrangements.
15. Compensation. As compensation for the services rendered by
ADM during the term of this Agreement, ADM shall be entitled to
receive such reimbursement for out-of-pocket expenses and such
compensation is specified on Appendix D attached hereto or as may
from time to time be otherwise agreed on in writing between the
parties.
16. Responsibility of ADM. In the performance of its duties
hereunder, ADM shall be obligated to exercise care and diligence
and to act in good faith and to use its best efforts within
reasonable limits to insure the accuracy and completeness of all
services performed under this Agreement.
ADM and the affiliates and agents of ADM shall not be
responsible for or liable for any taxes, assessments, penalties,
fines or other governmental charges of whatever description which
may be levied or assessed on any basis whatsoever in connection
with withholding of amounts, verifying or providing taxpayer
identification numbers or otherwise under applicable tax laws and
preparing and filing of tax forms, excepting only for taxes
assessed on the basis of its compensation hereunder, provided
that ADM exercises the care and diligence required by this
Agreement, and in the case of its responsibilities for backup
withholding, verifying or providing taxpayer identification
numbers or otherwise, as to any shareholder from whom such
withholding is required, it withholds the necessary amount and
attempts with reasonable frequency, but no less often than once a
calendar quarter, to obtain the necessary information from the
shareholder until withholding is no longer required.
ADM and the affiliates and agents of ADM shall not be
responsible or liable for the actions, inactions, or any losses
or damages caused by any such actions or inactions of any agents,
brokers or others who are specifically selected by the Fund in
writing.
17. Release. ADM understands that the obligations of this
Agreement are not binding upon any Shareholder of the Fund
personally, but bind only the Fund's property; ADM represents
that it has notice of the provisions of the Fund's Declaration
disclaiming Shareholder liability for acts or obligations of the
Fund.
The Fund understands that the obligations of this Agreement
are not binding upon the parent corporation of ADM or any
affiliates or subsidiaries of ADM and that the Fund, its
Directors, Trustees, Officers, Shareholders and others shall look
only to the separate assets of ADM.
18. Right to Receive Advice.
a. Advice of Fund. If ADM shall be in doubt as to any
action to be taken or omitted by it, it may request,
and shall receive, from the Fund directions or advice,
including Oral or Written Instructions where
appropriate.
b. Advice of Counsel. If ADM shall be in doubt as to any
question of law involved in any action to be taken or
omitted by ADM, it may request advice without cost to
itself from counsel of its own choosing (who may be
counsel for the Adviser, the Fund or ADM, at the option
of ADM).
c. Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions
received by ADM pursuant to subparagraph (a) of this
paragraph and advice received by ADM pursuant to
subparagraph (b) of this paragraph, ADM shall be
entitled to rely on and follow the advice received
pursuant to the latter provision alone.
d. Protection of ADM. The Fund shall indemnify and hold
harmless the Transfer Agent, each of the Transfer
Agent's affiliated companies, and all of the divisions,
subsidiaries, directors, officers, agents, employees
and assigns of each of the foregoing (collectively,
"Indemnified Transfer Agent Parties"), against and from
any and all demands, damages, liabilities, and losses,
or any threatened, pending or completed actions,
claims, suits, complaints, proceedings, or
investigations (including reasonable attorneys fees and
other costs, including all expenses of litigation or
arbitration, judgments, fines or amounts paid in
settlement) to which any of them may be or become
subject as a result or arising out of: (i) in any
action or inaction which it takes in reliance on the
provisions of the Fund's Prospectus, procedures
established between ADM and the Fund, or in reliance on
any directions, advice or Oral or Written Instructions
received pursuant to subparagraph (a) or (b) of this
paragraph which ADM, after receipt of any such
directions, advice or Oral or Written Instructions, in
good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as
the case may be; (ii) any negligent act or omission by
the Fund or its agents; (iii) the Fund's failure to
comply with any of the terms of this Agreement.
However, nothing in this paragraph shall be construed
as imposing upon ADM any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or
(ii) to act in accordance with such directions, advice
or Oral or Written Instructions when received, unless,
under the terms of another provision of this Agreement,
the same is a condition to ADM's properly taking or
omitting to take such action.
19. Compliance with Governmental Rules and Regulations.
ADM shall have no responsibility for insuring that the
contents of each Prospectus of the Fund complies with all
applicable requirements of the 1933 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having
jurisdiction, except that ADM shall cause a senior officer of
ADM, who shall be its General Counsel unless otherwise agreed
upon, or his designee to provide such information and represents
and warrants that all information so furnished by it for specific
use in any such Prospectus will be correct and complete in all
material respects.
20. Records From Others: ADM, its affiliates and agents shall
have no responsibility or liability for the accuracy or
completeness of any documents, records, or information maintained
or provided by or reasonably believed by ADM to have been
maintained or provided by any prior transfer agent, any
shareholder or dealer, or by the Fund or anyone on behalf of the
Fund and the Fund hereby specifically agrees that ADM, its
affiliates and agents may rely on and will be fully protected in
so relying on the completeness and accuracy of all such
documents, records and information; provided, that ADM will
inform the Fund of material errors coming to its attention in the
course of the performance of its duties hereunder.
ADM, its affiliates and agents may conclusively rely on, and
will be fully protected in relying on, the authenticity and
accuracy of any documents or communications, whether oral,
written or facsimile, it receives from the Fund or which ADM, its
affiliates or agents reasonably believes are from the Fund,
provided these are received from Authorized Persons in accordance
with this Agreement. This provision will apply to, among other
things, the daily public offering and net asset value prices for
Fund shares; instructions from the Fund concerning dividends and
other distributions; and other matters relating to the Fund and
its shareholders.
21. Responsibilities of the Fund: The Fund and the Agents of
the Fund hereby acknowledge and agree that ADM, its affiliates
and its agents are responsible only for those functions and
duties set forth in this Agreement and unless so set forth are
not responsible for any of the following which are to be handled
by the Fund:
a. creating or maintaining any records on behalf of the
Fund or others required by any federal or state law, or
regulation or rule of any agency thereof or any self-
regulatory authority except (i) those relating to
shareholder account information set forth in Rule 31a-
1(b)(2)(iv) promulgated under the 1940 Act or
equivalent regulation applicable from time to time; and
(ii) such additional records as may reasonably be
requested from time to time by the Fund which are
customarily maintained by transfer agents to mutual
funds, and which ADM by use of its best efforts may
provide at minimal cost and inconvenience to it; with
respect to these records ADM agrees that they: (i) are
the property of the Fund; (ii) will be maintained by
ADM for the period prescribed in Rule 31a-2 or
equivalent regulation; (iii) will be made available,
upon request to the Fund and the SEC; and (iv) will be
surrendered promptly upon the request of the Fund;
b. determining the legality of any sale, exchange,
issuance or redemption of any shares of the Fund;
c. determining the legality of any communications, oral or
written, which is sent or provided by ADM, its
affiliates or its agents on behalf of the Fund;
d. complying with any federal or state laws or the
regulations or rules of any agency thereof or of any
self-regulatory authority except those specifically
applicable to ADM as a transfer agent;
e. filing any documents on behalf of the Fund or any one
else with any federal or state government or with any
agency thereof or of any self-regulatory authority
except ADM will file with the Internal Revenue Service
copies of 1099-Div, 1099-R and 1099-B, 5498 and 1042S
Forms sent to shareholders of the Fund and forms
relating to withholding and non-resident alien
withholding;
f. monitoring the activities of the Fund or any one else
or their compliance with applicable law, rules and
regulations or with the provisions of the Fund's
Prospectus, of Trust, By-Laws or other governing
instruments; or
g. compliance of the Fund or others with applicable
federal and state laws, regulations and rules of any
agency thereof, or of any self-regulatory authority
pertaining to the registration of the Fund or of shares
of the Fund or the legality of their sale although ADM
will, in order to provide the Fund with assistance in
complying with normal Blue Sky requirements, upon the
reasonable request of the Fund provide the Fund with a
report generated from the information readily available
to ADM detailing the amount of shares of the Fund
purchased and redeemed and the states of residence of
the shareholders purchasing or redeeming such shares.
h. payment of any penalty or assessment imposed by the
Internal Revenue Service for failure to certify a
shareholder's taxpayer identification number.
22. Information and Documents:
a. The Fund shall promptly provide ADM with the current
Prospectus for the Fund, the Annual and Semi-Annual
Reports to shareholders of the Fund, Proxy Statement
and other Fund material, all in sufficient quantities
and sufficiently in advance to permit ADM to provide
them to shareholders of the Fund in a timely and
orderly fashion.
b. To the extent necessary or appropriate to enable ADM to
carry out its responsibilities under this Agreement,
the Fund shall
1) promptly notify ADM of all material events which
affect the Fund or any affiliate of the Fund;
2) promptly notify ADM of any suits or other
proceedings threatened or actually instituted
against the Fund or any affiliate of the Fund by
the federal government, any state government, or
any agency thereof (including but not limited to
the SEC, the Securities Commission of any state)
or by the National Association of Securities
Dealers, Inc., or any other self-regulatory
authority;
3) promptly notify ADM of any consent order, stop
orders or similar orders affecting the Fund or any
affiliate of the Fund issued by the federal
government, any state government, or any agency
thereof (including but not limited to the SEC, the
Securities Commission of any state) or by the
National Association of Securities Dealers, Inc.
or any other self-regulatory authority;
4) promptly provide ADM, with copies of the audited
Annual Financial Statements for each affiliate of
the Fund which is an Investment Advisor,
Investment Sub-Advisor, Distributor or
Administrator of the Fund;
5) promptly provide ADM, upon request, with copies of
any filings made by the Fund or any affiliate of
the Fund which is an Investment Advisor,
Investment Sub-Advisor, Distributor or
Administrator of the Fund with the federal
government or any state government or any agency
thereof or with any self-regulatory authority;
6) promptly provide ADM, upon request, with copies of
any documents relating to items (2) and (3) above;
and
7) discuss with ADM changes in the description of ADM
and the services which ADM provides to
shareholders contained in the Prospectus of the
Fund at the time of filing any amendments to the
registration statement of the Fund involving any
such change. ADM shall use its best efforts to
assure the accuracy and completeness of all
material information furnished by it for inclusion
in any such document.
23. Indemnification. Neither party nor any of its nominees
shall be indemnified against any liability to the other party (or
any expenses incident to such liability) arising solely out of
(a) such party's or such nominee's own willful misfeasance, bad
faith or gross negligence or reckless disregard of its duties in
connection with the performance of any duties, obligations or
responsibilities provided for in this Agreement or (b) such
party's or such nominee's own negligent failure to perform its
duties expressly provided for in this Agreement or otherwise
agreed to in writing.
24. Liability.
a. ADM shall be responsible for the performance of its
obligations under this Agreement notwithstanding the
delegation of some or all of such obligations to others
in accordance with the terms of this Agreement.
b. ADM shall not be responsible for loss, liability cost
or expense arising out of occurrences beyond its
control caused by fire, flood, power failure,
unanticipated equipment failure, acts of God, or war or
civil insurrection; provided, however, that it shall
have contingency planning for equipment or electrical
failure and such other contingencies as provided in
this Agreement.
25. Insurance. ADM shall maintain fidelity, errors and
omissions and other insurance coverage in amounts and on terms
and conditions as set forth in information provided to the Fund
from time to time.
26. Advancement of Monies: Nothing in this Agreement shall
require ADM or any affiliate or agent of ADM to pay any monies
prior to its receipt of federal funds for such payment or for ADM
or any of its affiliates or agents to incur or assume any
liability for the payment of any such monies prior to its receipt
of federal funds for such payment.
27. Exclusivity. It is expressly understood and agreed that the
services to be rendered by ADM to the Fund under the provisions
of this Transfer Agency Agreement are not deemed to be exclusive
and ADM shall be free to render similar or different services to
others.
28. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are reasonably
necessary to effectuate the purposes hereof.
29. Amendments. 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.
30. Assignment. This Agreement and the performance hereunder
may not be assigned by ADM without the Fund's written consent.
Not withstanding the previous sentence, ADM may, without the
Fund's consent, assign the performance of all or a portion of its
responsibilities and duties hereunder to an affiliate of ADM,
provided that the Fund shall incur no additional cost or expense
in connection therewith.
31. Declaration and Termination. This Agreement shall continue
until termination by the Fund on sixty (60) days' written notice
or by ADM on ninety (90) days' written notice.
32. Notices. All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or
"Notices" in this paragraph), hereunder shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed;
a. if to ADM at:
Administrative Data Management Corp.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Ms. Xxxx Xxxxxx, Senior Vice President
or to such other address as ADM shall instruct the
Fund, in writing, from time to time;
b. if to the Fund at:
Aquila Rocky Mountain Equity Fund
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxx, President
or to such other address as the Fund shall instruct
ADM, in writing, from time to time; or
c. if to neither of the foregoing, at such other address
as shall have been notified to the sender of any such
Notice or other communication.
33. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject
matter hereof, provided that the parties hereto may embody in one
or more separate documents their agreement, if any, with respect
to Oral Instructions. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement shall be deemed to be a
contract made in New York and governed by New York law. If any
provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. None of the provisions
contained in this Agreement shall be deemed waived or modified
because of a previous failure of a party to insist upon strict
performance thereof. This Agreement shall be binding and shall
inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below
on the day and year first above written.
ADMINISTRATIVE DATA
Attest: MANAGEMENT CORP.
/s/Xxxxx Xxxxxx /s/Xxxx Xxxxxx
______________________ By:_______________________
Xxxx Xxxxxx, Senior Vice
President
AQUILA ROCKY MOUNTAIN
EQUITY FUND
Attest:
/s/W. Killeen /s/Xxxx X. Xxxxxxxx
______________________ By:______________________
Xxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxx
Title: President
APPENDIX B
Signatures
On the date of the Agreement and thereafter until further
notice, the following persons shall be Authorized Persons as
defined therein:
/s/Xxxx X. Xxxxxxxx
__________________
/s/Xxxxxxx Xxxxxxx
__________________
/s/Xxxx Xxxxxxx
__________________
/s/Xxxx Xxxxxxx
__________________
/s/Xxxxxxx Childs
__________________
/s/Xxxxx X. Xxxxxxxx
__________________
/s/Xxxxxxx X. XxxXxxxxxx
__________________
/s/Xxxxxx X. Xxxxxxx
__________________
__________________
__________________
__________________
APPENDIX C
Backup Arrangement
ADM currently has in effect a redundancy arrangement with
Comdisco Disaster Recovery Services, Inc. The agreement with
Comdisco provides that in the event of a data processing systems
disaster at ADM's facilities in Woodbridge, New Jersey, ADM may use
equipment available at Comdisco's facilities for routine and other
processing. The agreement with Comdisco also provides for
dedicated time on Comdisco's data processing equipment each year to
allow ADM to test the redundancy system.
APPENDIX D
The Fund shall pay ADM the following amounts:
1. Set-up Charge: One time set-up charge of $3,000.00.
2. Subscription Account Charges: $275.00 per month.
3. Account Maintenance Charges: $1.40 per account per month.
4. Account Opening Charge/Account Closing Charge: one-time charge
of $1.50 per account to open or close an account.
5. Telephone Investment Charge: $15.00 per transaction.
6. Minimum Monthly Charges: $500.00
7. Disbursements: All reasonable disbursements, including,
without limitation, messenger charges.
8. Late Pricing Charges:
a. $25 on each day the Fund fails to notify ADM of the
Fund's closing net asset value and offering price by 5:15
p.m.
b. $50 on each day the Fund fails to notify ADM of the
Fund's closing net asset value and offering price after
5:15 p.m. and before 6:00 p.m.
c. In the event of a subsequent price adjustment, (i) $50
per hour for actual time spent on manual corrections and
(ii) $300 per hour for actual time spent for adjustments
requiring computer processing.
9. Tax Forms: $1.00 for each tax form generated.
10. Fund/Serv and Networking Fees: As incurred.
The Fund shall not be obligated to pay any charge enumerated
in paragraphs 2 through 5 above until the earlier of (a) six months
following the last day of the month in which this Agreement was
executed, or (b) the month during which the Fund has established an
aggregate of 2,000 accounts (including accounts that were
established and subsequently liquidated).
APPENDIX D-1
FIRST FINANCIAL SAVINGS BANK, S.L.A.
00 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, X.X. 00000
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, X.X. 00000
SCHEDULE OF SERVICES AND FEES - BUSINESS CHECKING ACCOUNTS
CHECKING SERVICES
Account Maintenance $15.00 per month
Checks Cleared $ .10 per item
Checks Sorting $ .02 per check
Deposits $ .50 per deposit
Deposited Items $ .10 per item
Returned Deposited Items $ 7.50 per item
Stop Payments $10.00 per item
Returned Check - NSF $20.00 per check
Returned Check - UCF $10.00 per check
Collection Fees $10.00 per item
Attorney Trust Account Fee $ 5.00 per month
Certified Checks $ 5.00 per check
FUNDS TRANSFERS
Incoming Wires $10.00 per wire
Outgoing Wires $10.00 per wire
Internal Transfers $ 3.00 per transfer
LOCKBOX SERVICES
Lockbox Items Accepted $ .16 per item
Correspondence Forwarding $ .11 per item
AUTOMATED PAYMENT SERVICES
ACH Files (subject to monthly minimum) $10.00 per file
ACH Items (subject to monthly minimum) $ .15 per item
ACH Returned Items $10.00 per item
ACH Monthly Minimum $50.00 per month
Automated Payroll Investment $ .15 per item
OTHER FEES & SERVICES
Tax Deposits $10.00 per deposit
Research - Statements & Check Copies $ 3.00 per copy
IRS and Court Levies $50.00 per levy
Bank Checks $ 3.00 per check
Money Orders $ 2.00 per check
Stop Payment of Money Orders/Bank Checks $15.00 per check
In addition, a FDIC assessment will be charged.
** Fees are subject to change without notice **
Effective March 1, 1993
The Bank fees shall be reduced by a credit as determined by the Bank for the
average available balance maintained by the Fund in the account.
