TRANSFER AGENCY AGREEMENT
Exhibit
(h)(2)
THIS
TRANSFER AGENCY AGREEMENT
(“Agreement”) is made as of this 8th day of January, 2007, by and between SEI
Investment Management Company, a Pennsylvania Corporation (“SEI”), and The
Community Reinvestment Act Qualified Investment Fund, a registered open-end
investment company organized as a Delaware business trust (the “Trust”, or as
applied to each separate series of the Trust, the “Fund”).
RECITALS:
WHEREAS,
the
Trust is registered under the 1940 Act as an open-end management investment
company;
WHEREAS,
SEI is
registered as a transfer agent under Section 17A of the Exchange Act;
and
WHEREAS,
the
Trust desires to retain SEI to provide certain transfer agency and dividend
disbursement services to the Trust, and SEI is willing to provide such
services., all in accordance with the terms of this Agreement.
AGREEMENTS:
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements contained herein and
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
ARTICLE
I
DEFINITIONS
In
addition to any terms defined in the body of this Agreement, the following
capitalized terms shall have the meanings set forth hereinafter whenever
they
appear in this Agreement:
1.01 1940
Act
shall
mean the Investment Company Act of 1940, as amended from time to
time.
1.02 AML
Laws
shall
mean the rules promulgated under Sections 326 and 352 of the USA PATRIOT
Act.
1.03 Authorized
Person
shall
mean any individual who is authorized to provide SEI with Instructions and
requests on behalf of the Trust, whose name shall be certified to SEI from
time
to time pursuant to Article VIII, Section 8.01 of this Agreement.
1.04 Board
of Trustees
shall
mean the Board of Trustees of the Trust.
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1.05 Custodian
shall
mean the financial institution appointed as custodian under the terms and
conditions of the custody agreement between the financial institution and
the
Trust, or its successor.
1.06 Declaration
of Trust shall
mean the Declaration of Trust or other similar operational document of the
Trust, as the case may be, as the same may be amended from time to
time.
1.07 Exchange
Act
shall
mean the Securities Exchange Act of 1934, as amended from time to
time.
1.08 Fund
shall
mean each separate series of Shares offered by the Trust representing interests
in a separate portfolio of securities and other assets for which the Trust
has
appointed SEI as transfer agent and dividend disbursing agent under this
Agreement.
1.09 Fund
Business Day
shall
mean each day on which a Fund is open for trading as stated in such Fund’s
Prospectus.
1.10 Instructions
shall
mean an oral communication from an Authorized Person or a written communication
signed by an Authorized Person and actually received by SEI. Instructions
shall
include manually executed originals, telefacsimile transmissions of manually
executed originals or electronic communications.
1.11 Prospectus
shall
mean the current Prospectus(es) and Statement(s) of Additional Information
with
respect to a Fund [including any applicable supplement(s)] actually received
by
SEI from the Trust with respect to which the Trust has indicated a registration
statement has become effective under the Securities Act and the 1940
Act.
1.12 Securities
Act
shall
mean the Securities Act of 1933, as amended from time to time.
1.13 Shares
shall
mean such shares of beneficial interest, or class thereof, of each respective
Fund of the Trust as may be issued from time to time.
1.14 Shareholder
shall
mean a record owner of Shares of each respective Fund of the Trust.
ARTICLE
II
APPOINTMENT
OF TRANSFER AGENT
2.01 Appointment.
The
Trust hereby appoints SEI as transfer agent and dividend disbursing agent
of all
the Shares of the Trust during the term of this Agreement for each Fund listed
on Schedule A hereto, and any additional Fund(s) the Trust and SEI may agree
to
include on any amended Schedule A. SEI hereby accepts such appointment as
transfer agent and dividend disbursing agent and agrees to perform the duties
thereof as hereinafter set forth.
2.02
Duties.
A.
SEI
shall perform the transfer agent and dividend disbursement services described
on
Schedule B hereto and such additional services as may be agreed to by the
parties from time to time and set forth in an amendment to Schedule B
(collectively, the “Services”). SEI shall have no duties or responsibilities
other than those specifically set forth in this Agreement, and no covenant
or
obligation to carry out any other duties or responsibilities shall be implied
in
this Agreement against SEI.
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B.
SEI
may, in its discretion, appoint other parties to carry out some or all of
its
responsibilities under this Agreement; provided, however, that all fees and
expenses incurred in any such appointment shall be paid by SEI and SEI shall
remain responsible to the Trust for the acts and omissions of such other
parties
as if such acts or omissions were acts or omissions of SEI.
2.03 Deliveries.
A.
In
connection with SEI’s appointment as transfer agent and dividend disbursing
agent, the Trust shall deliver or cause the following documents to be delivered
to SEI:
(1) A
copy of
the Declaration of Trust and By-laws of the Trust and all amendments thereto,
certified by the Secretary of the Trust;
(2) A
certificate signed by the President and Secretary of the Trust specifying
the
number of authorized Shares and the number of such authorized Shares issued
and
currently outstanding, if any, the validity of the authorized and outstanding
Shares, whether such shares are fully paid and non-assessable, and the status
of
the Shares under the Securities Act and any other applicable federal law
or
regulation;
(3) A
certified copy of the resolutions of the Board of Trustees of the Trust
appointing SEI as transfer agent and dividend disbursing agent and authorizing
the execution of this Transfer Agency Agreement on behalf of the
Trust;
(4) Copies
of
the the Trust’s Registration Statement, as amended to date, and the most
recently filed Post-Effective Amendment to the Trust’s Registration Statement,
filed with the Securities and Exchange Commission under the Securities Act
and
the 1940 Act, together with any application filed in connection
therewith;
(5) The
certificate required by Section 8.01 of this Agreement, signed by an officer
of
the Trust and designating the names of the Trust’s initial Authorized Persons;
and
(6) A
certificate as of a date agreed upon by the parties to this Agreement certifying
that all accounts have been reconciled through such date.
B.
The
Trust agrees to deliver or to cause to be delivered to SEI in Oaks, PA ,
at the
Trust’s expense, all of its Shareholder account records in a format acceptable
to SEI , as well as all other documents, records and information that SEI
may
reasonably request in order for SEI to perform the Services
hereunder.
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ARTICLE
III
COMPENSATION
& EXPENSES
3.01 Compensation.
As
compensation for the performance of the Services, the Trust agrees to pay
SEI
the fees set forth on Schedule C attached hereto. Fees shall be adjusted
in
accordance with Schedule C or as otherwise agreed to by the parties from
time to
time. The parties may amend Schedule C to include fees for any additional
services requested by the Trust, enhancements to current Services, or to
add
Funds for which SEI has been retained. Unless otherwise agreed to by the
parties
hereto, the Trust agrees to pay SEI’s then current rate for any Services added
to, or any enhancements to existing Services set forth on, Schedule C after
the
execution of this Agreement.
3.02 Expenses.
The
Trust also agrees to promptly reimburse SEI for all out-of-pocket expenses
or
disbursements incurred by SEI in connection with the performance of Services
under this Agreement. Out-of-pocket expense shall include, but not be limited
to, those items specified on Schedule C hereto. If requested by SEI,
out-of-pocket expenses are payable in advance. Payment of postage expenses,
if
prepayment is requested, is due at least seven days prior to the anticipated
mail date. In the event SEI requests advance payment, SEI shall not be obligated
to incur such expenses or perform the related Service(s) until payment is
received.
3.03 Payment
Procedures.
A.
The
Trust agrees to pay all amounts due hereunder within thirty (30) days of
the
date reflected on the statement for such Services (the “Due Date”). Except as
provided in Schedule C, SEI shall xxxx Service fees monthly, and out-of-pocket
expenses as incurred (unless prepayment is requested by SEI).
B.
In the
event that any charges are disputed, the Trust shall, on or before the Due
Date,
pay all undisputed amounts due hereunder and notify SEI in writing of any
disputed charges for out-of-pocket expenses which it is disputing in good
faith.
Payment for such disputed charges shall be due on or before the close of
the
fifth (5th) business day after the day on which SEI provides to the Trust
documentation which an objective observer would agree reasonably supports
the
disputed charges.
3.04 Allocation
of Risk.
The
Trust acknowledges that the fees charged by SEI under this Agreement reflect
the
allocation of risk between the parties, including the exclusion of remedies
and
limitations on liability in Article IX. Modifying the allocation of risk
from
what is stated herein would affect the fees that SEI charges. Accordingly,
in
consideration of those fees, the Trust agrees to the stated allocation of
risk.
ARTICLE
IV
PROCESSING
AND PROCEDURES
4.01 Issuance,
Redemption and Transfer of Shares
A.
SEI
agrees to accept purchase orders and redemption requests with respect to
the
Shares of each Fund via wire, postal mail, telephone or personal delivery
on
each Fund Business Day in accordance with such Fund’s Prospectus; provided,
however, that SEI shall only accept purchase orders from states in which
the
Shares are qualified for sale, as indicated from time to time by the Trust.
SEI
shall, as of the time at which the net asset value of each Fund is computed
on
each Fund Business Day, issue to and redeem from the accounts specified in
a
purchase order or redemption request in proper form and accepted by the Fund
the
appropriate number of full and fractional Shares based on the net asset value
per Share of the respective Fund specified in an advice received on such
Fund
Business Day from or on behalf of the Fund. SEI shall not be responsible
for the
payment of any original issue or other taxes required to be paid by the Trust
in
connection with the issuance of any Shares in accordance with this Agreement.
SEI shall not be required to issue any Shares after it has received from
an
Authorized Person or from an appropriate federal or state authority written
notification that the sale of Shares has been suspended or discontinued,
and SEI
shall be entitled to rely upon such written notification. Payment for Shares
shall be in the form of a check, wire transfer, Automated Clearing House
transfer or such other methods to which the parties shall mutually
agree.
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B.
Upon
receipt of a redemption request and monies paid to it by the Custodian in
connection with a redemption of Shares, SEI shall cancel the redeemed Shares
and
after making appropriate deduction for any withholding of taxes required
of it
by applicable federal law, make payment in accordance with the Fund’s redemption
and payment procedures described in the Prospectus.
C.
Except
as otherwise provided in this paragraph, SEI will transfer or redeem Shares
upon
presentation to SEI of instructions endorsed for exchange, transfer or
redemption, accompanied by such documents as SEI deems necessary to evidence
the
authority of the person making such transfer or redemption. SEI reserves
the
right to refuse to transfer or redeem Shares until it is satisfied that the
endorsement or instructions are valid and genuine. For that purpose, it will
require, unless otherwise instructed by an Authorized Person or except as
otherwise provided in this paragraph, a guarantee of signature by an “Eligible
Guarantor Institution” as that term is defined by SEC Rule 17Ad-15. SEI also
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers or
redemptions which SEI, in its judgment, deems improper or unauthorized, or
until
it is satisfied that there is no reasonable basis to any claims adverse to
such
transfer or redemption. SEI may, in effecting transfers and redemptions of
Shares, rely upon those provisions of the Uniform Act for the Simplification
of
Fiduciary Security Transfers (or such other statutes which protect it and
the
Trust in not requiring complete fiduciary documentation) and shall not be
responsible for any act done or omitted by it in good faith in reliance upon
such laws. Notwithstanding the foregoing or any other provision contained
in
this Agreement to the contrary, SEI shall be fully protected by each Fund
in not
requiring any instruments, documents, assurances, endorsements or guarantees,
including, without limitation, any signature guarantees, in connection with
a
redemption, exchange or transfer of Shares whenever SEI reasonably believes
that
requiring the same would be inconsistent with the transfer and redemption
procedures described in the Prospectus.
D.
Notwithstanding any provision contained in this Agreement to the contrary,
SEI
shall not be required or expected to require, as a condition to any transfer
or
redemption of any Shares pursuant to a computer tape or electronic data
transmission, any documents to evidence the authority of the person requesting
the transfer or redemption and/or the payment of any stock transfer taxes,
and
shall be fully protected in acting in accordance with the applicable provisions
of this Article.
E.
In
connection with each purchase and each redemption of Shares, SEI shall send
such
statements as are prescribed by the Federal securities laws applicable to
transfer agents or as described in the Prospectus. It is understood that
certificates for Shares have not been and will not be offered by the Trust
or
available to investors.
F.
SEI
and the Trust shall establish procedures for effecting purchase, redemption
or
transfer transactions accepted from investors by telephone or other methods
consistent with the terms of the Prospectus. SEI may establish such additional
procedures, rules and regulations governing the purchase, redemption or transfer
of Shares, as it may deem advisable and consistent with the Prospectus and
industry practice. SEI shall not be liable, and shall be held harmless by
the
Trust, for its actions or omissions which are consistent with the foregoing
procedures.
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G.
The
Trust agrees to provide SEI with prior notice of any increase or decrease
in the
total number of Shares authorized to be issued, or the issuance of any
additional Shares of a Fund pursuant to stock dividends, stock splits,
recapitalizations, capital adjustments or similar transactions, and to deliver
to SEI such documents, certificates, reports and legal opinions as SEI may
reasonably request.
4.02 Dividends
and Distributions.
A.
The
Trust shall give or cause to be given to SEI a copy of a resolution of its
Board
of Trustees that either:
(i)
sets
forth the date of the declaration of a dividend or distribution, the date
of
accrual or payment, as the case may be, thereof, the record date as of which
Shareholders entitled to payment or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distribution, the payment
date on which all previously accrued and unpaid dividends are to be paid,
and
the total amount, if any, payable to SEI on such payment date, or
(ii)
authorizes the declaration of dividends and distributions on a daily or other
periodic basis and further authorizes SEI to rely on a certificate of an
Authorized Person setting forth the information described in subsection (i)
of
this paragraph.
B.
In
connection with a reinvestment of a dividend or distribution of Shares of
a
Fund, SEI shall as of each Fund Business Day, as specified in a certificate
or
resolution described in paragraph A, issue Shares of the Fund based on the
net
asset value per Share of such Fund specified in an advice received from or
on
behalf of the Fund on such Fund Business Day.
C.
Upon
the mail date specified in such certificate or resolution, as the case may
be,
the Trust shall, in the case of a cash dividend or distribution, cause the
Custodian to deposit in an account in the name of SEI on behalf of a Fund
an
amount of cash sufficient for SEI to make the payment, as of the mail date
specified in such certificate or resolution, as the case may be, to the
Shareholders who were of record on the record date. SEI will, upon receipt
of
any such cash, make payment of such cash dividends or distributions to the
Shareholders as of the record date. SEI shall not be liable for any improper
payments made in accordance with a certificate or resolution described in
the
preceding paragraph. If SEI shall not receive from the Custodian sufficient
cash
to make payments of any cash dividend or distribution to all Shareholders
of a
Fund as of the record date, SEI shall, upon notifying the Trust, withhold
payment to such Shareholders until sufficient cash is provided to
SEI.
D.
It is
understood that SEI in its capacity as transfer agent and dividend disbursing
agent shall in no way be responsible for the determination of the rate or
form
of dividends or capital gain distributions due to the Shareholders pursuant
to
the terms of this Agreement. It is further understood that SEI shall file
with
the Internal Revenue Service and Shareholders such appropriate federal tax
forms
concerning the payment of dividend and capital gain distributions but shall
in
no way be responsible for the collection or withholding of taxes due on such
dividends or distributions due to shareholders, except and only to the extent,
required by applicable federal law.
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4.03 Records.
A.
SEI
shall keep those records specified in Schedule D hereto in the form and manner,
and for such period, as it may deem advisable but not inconsistent with the
rules and regulations of appropriate government authorities, in particular
Rules
17Ad-6 and 17Ad-7 under the Exchange Act and Rules 31a-2 and 31a-3 under
the
1940 Act. SEI shall only destroy records at the direction of the Trust, and
any
such destruction shall comply with the provisions of Section 248.30(b) of
Regulation S-P (17 CFR 248.1-248.30). SEI may deliver to the Trust from time
to
time at SEI’s discretion, for safekeeping or disposition by the Trust in
accordance with law, such records, papers and documents accumulated in the
execution of its duties as transfer agent, as SEI may deem expedient, other
than
those which SEI is itself required to maintain pursuant to applicable laws
and
regulations. The Trust shall assume all responsibility for any failure
thereafter to produce any record, paper, or other document so returned, if
and
when required, to the extent that SEI is not otherwise required on its own
to
maintain such record, paper, or other document. To the extent required by
Section 31 of the 1940 Act and the rules and regulations thereunder, the
records
specified in Schedule D hereto maintained by SEI, which have not been previously
delivered to the Trust pursuant to the foregoing provisions of this paragraph,
shall be considered to be the property of the Trust, shall be made available
upon request for inspection by the officers, employees, and auditors of the
Trust, and shall be delivered to the Trust promptly upon request and in any
event upon the date of termination of this Agreement, in the form and manner
kept by SEI on such date of termination or such earlier date as may be requested
by the Trust. Notwithstanding anything contained herein to the contrary,
SEI
shall be permitted to maintain copies of any such records, papers and documents
to the extent necessary to comply with the recordkeeping requirements of
federal
and state securities laws, tax laws and other applicable laws.
B.
SEI
agrees to keep all records and other information relative to the Trust’s
Shareholders confidential, not to use such information other than for purposes
of fulfilling its duties under the Agreement and not to disclose such
information except: (i) when requested to divulge such information by
duly-constituted authorities or court process, or (ii) when requested by
a
Shareholder or Shareholder’s agent with respect to information concerning an
account as to which such Shareholder has either a legal or beneficial interest,
or (iii) when requested by the Trust, a Fund, the Shareholder, the Shareholder’s
agent or the dealer of record with respect to such account, or (iv) to an
affiliate, as defined by Section 248.3(a) of Regulation S-P; or (v) pursuant
to
any other exception permitted by Sections 248.14 and 248.15 of Regulation
S-P in
the ordinary course of business to carry out the activities covered by the
exception under which SEI received the information. In case of any requests
or
demands for inspection of the records of the Funds, SEI will endeavor to
notify
the Trust promptly and to secure written instructions from a representative
of
the Trust as to such inspection. Records and information which have become
known
to the public through no wrongful act of SEI or any of SEI’s employees, agents
or representatives, and information which was already in the possession of
SEI
prior to receipt thereof, shall not be subject to this paragraph.
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ARTICLE
V
REPRESENTATION
AND WARRANTIES
5.01 Representations
of the Trust.
The
Trust represents and warrants to SEI that:
A.
It is
a business trust duly organized and existing under the laws of the State
of
Delaware; it is empowered under applicable laws and by its Declaration of
Trust
and By-laws to enter into and perform this Agreement; and all requisite
corporate proceedings have been taken to authorize it to enter into and perform
this Agreement.
B.
The
Board of Trustees of the Trust has the authority to appoint additional
Authorized Persons and to limit or revoke the authority of any previously
designated Authorized Person. Any officer of the Trust has the authority
to
certify to the names of such Authorized Persons.
C.
It is
duly registered as an investment company under the 1940 Act.
D.
The
registration statement under the Securities Act is currently effective and
will
remain effective, and appropriate state securities laws filings have been
made
and will continue to be made, with respect to Shares of the Trust being offered
for sale.
E.
All
outstanding Shares are validly issued, fully paid and non-assessable and
when
Shares are hereafter issued in accordance with the terms of the Trust’s
Declaration of Trust and its Prospectus with respect to each Fund, such Shares
shall be validly issued, fully paid and non-assessable.
F.
All
shareholder tax reporting has been completed timely and accurately, including
the distribution of Forms 5498s for the 2005 tax
year
and SEI will be notified immediately if all 2006 shareholder reporting is
not
completed timely and accurately, including 5498s for the 2006 tax year.
G.
The
Funds, and all shareholder accounts, are in balance and all accounts reconciled
and current as of the date of this Agreement, and (1) there are no outstanding
issues relating to transfer agent activities and shareholder and Trust record
keeping, including those related to shareholder accounts and transaction
activity, and (2) there are no existing or potential claims, litigation or
demands by shareholders or others relating to the Trust, or any of the Funds
or
their officers or Trustees, except as disclosed in writing and dated as of
the
date of this Agreement to SEI.
5.02 Representations
of SEI.
SEI
represents and warrants to the Trust that:
A.
It is
a corporation duly organized and existing under the laws of the Commonwealth
of
Pennsylvania; it is empowered under applicable law and by its Articles of
Incorporation and By-laws to enter into this Agreement; and all requisite
proceedings have been taken to authorize it to enter into and perform such
duties.
B. It
is
duly registered as a transfer agent under Section 17A of the Exchange Act
and
such registration will remain in effect for the duration of this Agreement.
C. It
has
received a copy of each Fund’s Prospectus which describes how sales and
redemptions of Shares shall be made.
D. It
has
and will continue to have and maintain the necessary facilities, equipment
and
personnel to perform its duties and obligations under this
Agreement.
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E. Copies
of
SEI’s Rule 17Ad-13 reports will be provided to the Trust annually as and to the
extent required under Rule 17Ad-d-13 under the Exchange Act.
F.
It is in
compliance with SEC regulations and is not subject to restrictions under
17Ad.
G. Its
fidelity bonding and minimum capital meet the transfer agency requirements
of
the New York Stock Exchange.
ARTICLE
VI
ADDITIONAL
COVENANTS AND AGREEMENTS
6.01 Information
Updates.
During
the term of this Agreement the Trust shall have the ongoing obligation to
provide SEI with the following documents as soon as they become effective:
(i)
certified copies of all amendments to its Declaration of Trust and By-laws
made
after the date of this Agreement; and (ii) a copy of each Fund’s currently
effective Prospectus. For purposes of this Agreement, SEI shall not be deemed
to
have notice of any information contained in any such Prospectus until a
reasonable time after it is actually received by SEI.
6.02 Share
Qualification.
The
Trust agrees to take or cause to be taken all requisite steps to qualify
the
Shares for sale in all states in which the Shares shall at the time be offered
for sale and require qualification. If the Trust receives notice of any stop
order or other proceeding in any such state affecting such qualification
or the
sale of Shares, or of any stop order or other proceeding under the federal
securities laws affecting the sale of Shares, the Trust will give prompt
notice
thereof to SEI.
6.03 Compliance
with Laws.
The
Trust and SEI will each comply with all applicable requirements of the
Securities Act, the Exchange Act, the 1940 Act, blue sky laws, and any other
applicable laws, rules and regulations.
6.04 Additional
Duties.
The
Trust agrees that it shall advise SEI at least 30 days prior to effecting
any
change in the Prospectus which would increase or alter the duties and
obligations of SEI hereunder and shall proceed with such change only if it
shall
have received the written consent of SEI thereto.
6.05 Transfer
Agent System.
SEI
shall
retain all right, title and interest in and any and all computer programs,
screen formats, report formats, procedures, data bases, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, trade secrets, trademarks and
other
related legal rights provided, developed or utilized by SEI in connection
with
the Services provided to the Trust hereunder.
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ARTICLE
VII
AML
DELEGATION
7.01 Background. In
order
to assist its transfer agent clients with their anti-money laundering
responsibilities under the AML Laws, SEI offers, through agreements with
third
parties, various tools designed to promote the detection and reporting of
potential money laundering activity by monitoring certain aspects of shareholder
activity, assisting in the verification of persons opening accounts with
the
Trust and determining whether such persons appear on any list of known or
suspected terrorists or terrorist organizations. The Trust has, after review,
selected various procedures and tools offered by SEI to comply with the Trust’s
anti-money laundering and customer identification program obligations under
the
AML Laws (the “AML Procedures”), and desires to implement the AML Procedures as
part of its overall anti-money laundering program and, subject to the terms
of
the AML Laws, delegate to SEI the day-to-day operation of the AML Procedures
on
behalf of the Trust.
7.02 Delegation.
The
Trust acknowledges that it has had an opportunity to review, consider and
comment upon and select the AML Procedures and the Trust has determined that
the
AML Procedures, as part of the Trust’s overall anti-money laundering program,
are reasonably designed to prevent the Trust from being used for money
laundering or the financing of terrorist activities and to achieve compliance
with the applicable provisions of the AML Laws. Based on this determination,
the
Trust hereby instructs and directs SEI to implement the AML Procedures on
the
Trust’s behalf, as such may be amended or revised from time to time. The
customer identification program component of the AML Procedures applies only
to
shareholders who are residents of the U.S.
7.03 Amendment
to Procedures.
It is
contemplated that the AML Procedures will be amended from time to time by
the
parties as directed by the Trust based on its experience in the operation
of the
AML Procedures and/or as additional regulations are adopted and/or regulatory
guidance is provided relating to the Trust’s anti-money laundering
responsibilities.
7.04 Reporting.
SEI
shall ensure that it provides to the Trust (i) prompt written notification
of
any transaction or combination of transactions that SEI believes, based on
the
AML Procedures, evidence money laundering activity in connection with the
Trust
or any shareholder of the Trust, (ii) any reports received by such third-party
transfer agent from any government agency or applicable industry self-regulatory
organization pertaining to such third-party sub-transfer agent’s anti-money
laundering monitoring on behalf of the Trust as provided in this Article
VII,
(iii) any action taken in response to anti-money laundering violations as
described in (i) or (ii) and (iv) an annual report of its monitoring and
verification activities on behalf of the Trust. SEI shall ensure that it
provides such other reports on the verification activities conducted at the
direction of the Trust as may be agreed to from time to time by SEI and the
Trust.
7.05 Inspection.
The
Trust
hereby directs, and SEI acknowledges, that SEI shall (1) permit federal
regulators access to such information and records maintained by SEI and relating
to SEI’s implementation of the AML Procedures on behalf of the Trust, as they
may request, and (2) permit such federal regulators to inspect SEI’s
implementation of the AML Procedures on behalf of the Trust.
ARTICLE
VIII
TRUST
INSTRUCTIONS
8.01 Authorized
Persons.
Upon
the execution of this Agreement, the Trust shall provide SEI with a certificate
containing the names of the initial Authorized Persons approved by the Board
of
Trustees in a form acceptable to SEI. Any officer of the Trust shall be
considered an Authorized Person (unless such authority is limited in writing
from the Trust and received by SEI) and has the authority to certify to SEI
the
names of the Authorized Persons from time to time. The Trust shall provide
SEI
with an updated certificate evidencing the appointment, removal or change
of
authority of any Authorized Person, it being understood that SEI shall not
be
held to have notice of any change in the authority of any Authorized Person
until receipt of written notice thereof from the Trust.
Page
10 of
25
8.02 Acceptance
of Instructions.
SEI,
its officers, agents or employees shall accept instructions given to them
by any
person representing or acting on behalf of the Trust only if such representative
is an Authorized Person. The Trust agrees that when oral instructions are
given,
it shall, upon the request of SEI, confirm such Instructions in
writing.
8.03 Request
for Instructions.
At any
time, SEI may request Instructions from the Trust with respect to any matter
arising in connection with this Agreement. If such Instructions are not received
within a reasonable time, then SEI may seek advice from legal counsel for
the
Trust at the expense of the Trust, or its own legal counsel at its own expense,
and it shall not be liable for any action taken or not taken by it in good
faith
in accordance with such Instructions or in accordance with advice of
counsel.
ARTICLE
IX
LIMITATION
OF LIABILITY; INDEMNIFICATION
9.01 Limitation
of Liability.
Notwithstanding
anything contained in this Agreement to the contrary, SEI, which for the
purpose
of this Section 9.01 includes any third party appointed by SEI pursuant to
Article II, Section 2.02(B), shall not be liable for any error of judgment
or
mistake of law or for any loss suffered by in connection with the matters
to
which this Agreement relates, except for a loss resulting from SEI’s willful
misfeasance, bad faith or negligence in the performance of its duties or
from
reckless disregard by it of its obligations and duties under this Agreement.
Furthermore, SEI shall not be liable for (1) any action taken or omitted
to be
taken in accordance with or in reliance upon written or oral instructions,
advice, data, documents or information (without investigation or verification)
received by SEI from an officer or representative of the Trust or from a
representative of any of the parties referenced in Section 11.09, or (2)
any
action taken or omitted to be taken by a Fund, the Trust, investment adviser(s)
or any past or current service provider
9.02 Indemnification.
The
Trust
agrees to indemnify and hold harmless SEI, its employees, agents, officers,
directors, affiliates nominees (“Indemnified Parties”) from and against any and
all claims, demands, actions and suits, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and
other
expenses of every nature and character which may be asserted against or incurred
by any Indemnified Party or for which any Indemnified Party may be held liable
(a “Claim”) arising out of or in any way relating to any of the
following:
(a)
any
action or omission of SEI except to the extent a Claim resulted from SEI’s
willful misfeasance, bad faith, negligence in the performance of its duties
or
from reckless disregard by it of its obligations and duties
hereunder;
Page
11 of
25
(b)
SEI’s
reliance on, implementation of, or use, without investigation or verification,
of information, data, records and documents received by SEI from the Trust,
or
from a representative of any of the parties referenced in Section 11.09,
or any
third party acting on behalf of the Trust;
(c)
the
reliance on, or the implementation of, any instructions or any other advice,
instructions, requests or directions of the Trust or from a representative
of
any of the parties referenced in Section 11.09, or any third party acting
on
behalf of the Trust;
(d)
SEI’s
acting upon telephone or electronic instructions relating to the purchase,
exchange or redemption of Shares received by SEI in accordance with procedures
established by SEI and the Trust;
(e) any
action taken by or omitted to be taken by the Trust, investment adviser or
sub-adviser(s) or any past or current service provider;
(f)
the
acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of Shares unless it is the result of SEI’s or its affiliates’ willful
misfeasance, bad faith or negligence in the performance of its duties or
from
reckless disregard by it of its obligations and duties under this Agreement.
In
the absence of a finding to the contrary, the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares shall be presumed
not to have been the result of SEI’s or its affiliates’ willful misfeasance, bad
faith or negligence;
(g)
the
offer or sale of Shares in violation of any requirement under the securities
laws or regulations of any state that such Shares be qualified for sale in
such
state or in violation of any stop order or determination or ruling by any
state
with respect to the offer or sale of such Shares in such state; or
(h)
the
Trust’s refusal or failure to comply with the terms of the Agreement, or any
Claim that arises out of the Trust’s negligence or misconduct or breach of any
representation or warranty of the Trust made herein.
9.03 Indemnification
Procedures.
SEI will
notify the Trust promptly after identifying any situation which it believes
presents or appears likely to present a Claim for which the Trust may be
required to indemnify or hold SEI harmless hereunder. In such event, the
Trust
shall have the option to defend SEI against any Claim, and, in the event
that
the Trust so elects, such defense shall be conducted by counsel chosen by
the
Trust and approved by SEI in its reasonable discretion. SEI shall not confess
any Claim or make any compromise in any case in which the Trust will be asked
to
provide indemnification, except with the Trust’s prior written consent. The
obligations of the parties under Sections 9.02 and 9.03 shall survive the
termination of this Agreement.
9.04 Force
Majeure.
SEI
assumes no responsibility hereunder, and shall not be liable, for any damage,
loss of data or documents, errors, delay or any other loss whatsoever caused
by
events beyond its reasonable control. SEI will, however, take all reasonable
steps to minimize service interruptions for any period that such interruption
continues beyond SEI’s control.
9.05 Consequential
Damages.
With
the exception of breaches of this Agreement arising under 4.03(B) or 6.05,
in no
event and under no circumstances shall either party to this Agreement, including
either party’s affiliates, officers, trustees, directors, agents or employees,
be liable to anyone under any theory of tort, contract, strict liability
or
other legal or equitable theory for lost profits, exemplary, punitive, special,
indirect or consequential damages for any act or failure to act under any
provision of this Agreement regardless of whether such damages were foreseeable
and even if advised of the possibility thereof.
Page
12 of
25
9.06 Additional
Limitations and Exclusions.
Notwithstanding any other provision of this Agreement, SEI shall not have
a duty
or obligation under this Agreement to inquire into, and shall not be liable
for:
(a)
The
legality of the issue or sale of any Shares, the sufficiency of the amount
to be
received therefor, or the authority of the Trust, as the case may be, to
request
such sale or issuance;
(b)
The
legality of a transfer of Shares or of a purchase or redemption of any Shares,
the propriety of the amount to be paid therefor, or the authority of the
Trust,
as the case may be, to request such transfer or redemption;
(c)
The
legality of the declaration of any dividend by the Trust, or the legality
of the
issue of any Shares in payment of any stock dividend; or
(d)
The
legality of any recapitalization or readjustment of Shares.
ARTICLE
X
TERM
AND TERMINATION
10.01 Term.
This
Agreement shall become effective with respect to each Fund listed on Schedule
A
hereof as of the date hereof and, with respect to each Fund not in existence
on
that date, on the date an amendment to Schedule A to this Agreement relating
to
that Fund is executed. This Agreement shall continue in effect with respect
to
each Fund until terminated as provided herein.
10.02 Termination.
(a)
Either party may terminate this Agreement (a) in its entirety or (b) as to
any
Fund of the Trust or any class thereof without terminating this Agreement
with
respect to other Funds of the Trust or class thereof, at any time by giving
the
other party a written notice not less than sixty (60) days prior
to
the date the termination is to be effective in the case of (a) above or not
less
than thirty (30) days prior to the date the termination is to be effective
in
the case of (b) above. In the event notice is given by the Trust pursuant
to
Section 10.02, it shall be accompanied by a copy of a resolution of the Board
of
Trustees of the Trust certified by the Secretary or any Assistant Secretary,
electing termination pursuant to (a) or (b) and designating the successor
transfer agent or transfer agents if such designation is necessary for continued
operation of a Fund. In the event such notice is given by SEI, the Trust
shall
on or before the termination date deliver to SEI a copy of a resolution of
its
Board of Trustees certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer agents if such designation
is
necessary for continued operation of a Fund. In the absence of such designation
by the Trust, the Trust shall be deemed to be its own transfer agent as of
the
termination date and SEI shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses
incurred by SEI but unpaid by the Trust upon such termination, shall be
immediately due and payable upon and notwithstanding such
termination.
Page
13 of
25
(b) In
the
event that SEI or any third party appointed by SEI pursuant to Article II,
Section 2.02(B) fails to be registered as a transfer agent under Section
17A of
the Exchange Act at any time during the term of this Agreement, the Trust
may,
upon written notice to SEI, immediately terminate this Agreement.
10.03 Effect
of Termination.
Upon
the termination of the Agreement as provided herein, SEI, upon the written
request of the Trust, shall deliver the records of the Trust to the Trust
or its
successor transfer agent in the form maintained by SEI (to the extent permitted
by applicable license agreements) at the expense of the Trust. The Trust
shall
be responsible to SEI for all costs and expenses associated with the preparation
and delivery of such media and all reasonable trailing expenses incurred
by SEI,
including, but not limited to: (a) out-of-pocket expenses; (b) any custom
programming requested by the Trust in connection with the preparation of
such
media and agreed upon by SEI; (c) transportation of forms and other materials
used in connection with the processing of Trust transactions by SEI; and
(d)
transportation of records and files in the possession of SEI. In addition,
SEI
shall be entitled to such compensation as the parties may mutually agree
for any
services other than the preparation and delivery of such media requested
by the
Trust and agreed to by SEI in connection with the termination of this Agreement
or the liquidation or merger of the Trust. SEI shall not reduce the level
of
service provided to the Trust prior to termination following notice of
termination by the Trust.
ARTICLE
XI
MISCELLANEOUS
11.01 Notices.
Any
notice required or permitted to be given by either party to the other under
this
Agreement shall be in writing and shall be deemed to have been given when
sent
by either an overnight delivery service or by registered or certified mail,
postage prepaid, return receipt requested, to the addresses listed below,
or to
such other location as either party may from time to time designate in
writing:
|
If
to the Trust:
|
||
|
0000
Xxxx Xxxxxx
|
||
|
Xxxxx
000
|
||
|
Xxxxxx,
Xxxxxxx 00000
|
||
|
Attention:
Xxxxx X. Xxxxxx, President
|
||
|
If
to SEI:
|
SEI
Investments Management Company
|
|
|
0
Xxxxxxx Xxxxxx Xxxxx
|
||
|
Xxxx,
Xxxxxxxxxxxx 00000
|
||
|
Attention:
General Counsel
|
Page
14 of
25
11.02 Amendments/Assignments.
A.
Except
as provided to the contrary herein, this Agreement may not be amended or
modified in any manner except by a written agreement executed by both parties
with the formality of this Agreement.
B.
This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns. This Agreement shall not be assignable
by either party without the written consent of the other party, except that
SEI
may assign this Agreement to an affiliate with advance written notice to
the
Trust, provided that (i) the financial capacity of such assignee is not
materially less than that of SEI, (ii) the nature and quality of the services
to
be provided hereunder are not materially adversely affected by such assignment
and (iii) the quality and capability of the personnel and facilities of the
assignee are not materially less than those of SEI and as provided in Section
2.02.
11.03 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Wisconsin , without regard to its conflict of law
provisions.
11.04 Severability.
If any
part, term or provision of this Agreement is determined by the courts or
any
regulatory authority having jurisdiction over the issue 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.
11.05 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original; but such counterparts shall, together, constitute
only
one instrument.
11.06 Non-Exclusivity;
Other Agreements.
The
services of SEI hereunder are not deemed exclusive and SEI shall be free
to
render similar and other services to others. Except as specifically provided
herein, this Agreement does not in any way affect any other agreements entered
into among the parties hereto and any actions taken or omitted by any party
hereunder shall not affect any rights or obligations of any other party
hereunder.
11.07 Captions.
The
captions in the 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.
Page
15 of
25
11.08 Reliance
on Information and Instructions.
The
Trustees of the Trust shall cause the officers, Trustees, investment adviser(s)
and sub-advisers, legal counsel, independent accountants, custodian and other
service providers and agents, past or present, for the Funds to cooperate
with
SEI and to provide SEI with such information, documents and advice as necessary
and/or appropriate or as requested by SEI, in order to enable SEI to perform
its
duties hereunder. In connection with its duties hereunder, SEI shall (without
investigation or verification) be entitled, and is hereby instructed to,
rely
upon any and all instructions, advice, information or documents provided
to SEI
by an officer or representative of the Trust or by any of the aforementioned
persons. SEI shall be entitled to rely on any document that it reasonably
believes to be genuine and to have been signed or presented by the proper
party.
Fees charged by such persons shall be an expense of the Trust. SEI shall
not be
held to have notice of any change of authority of any officer, agent,
representative or employee of the Trust, its investment adviser(s) or service
provider until receipt of written notice thereof from the Trust. As used
in this
Agreement, the term “investment adviser” includes all sub-advisers or persons
performing similar services.
Page
16 of
25
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the day and
year
first above written.
| SEI INVESTMENT MANAGEMENT COMPANY | THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND | ||||
| By: | By: | ||||
|
(Signature) |
(Signature) |
||||
| Xxxxx X. Xxxxxx | |||||
|
(Name) |
(Name) |
||||
| President | |||||
|
(Title) |
(Title) |
||||
|
(Date Signed) |
(Date Signed) |
||||
Page
17 of
25
Schedule
A
to
the
by
and between
SEI
Investment Management Company
NAMES
OF FUNDS
Page
18 of
25
Schedule
B
to
the
by
and between
SEI
Investment Management Company
SERVICE
SCHEDULE
|
¨
|
Set
up and maintain shareholder accounts and records, including IRAs
and other
retirement accounts
|
|
¨
|
Make
personal follow-up calls to prospects who return incomplete
applications
|
|
¨
|
Store
account documents electronically
|
|
¨
|
Receive
and respond to investor account inquiries by telephone or mail,
or by
e-mail if the response does not require the reference to specific
shareholder account information
|
|
¨
|
Process
purchase and redemption orders, transfers, and exchanges, including
automatic purchases and redemptions via postal mail, telephone
and
personal delivery, provided payment for shares is in the form of
a check,
wire transfer or requested Automated Clearing House transfer, or
such
other means as the parties shall mutually
agree
|
|
¨
|
Process
dividend payments by check, wire or ACH, or reinvest
dividends
|
|
¨
|
Issue
daily transaction confirmations and monthly or quarterly
statements
|
|
¨
|
Issue
comprehensive clerical confirmation statements for maintenance
transactions
|
|
¨
|
Provide
cost basis statements
|
|
¨
|
Mail
prospectus, annual and semiannual reports, and other shareholder
communications to existing
shareholders
|
|
¨
|
Implement
the Trust’s AML Procedures as contemplated by Article
VII
|
|
¨
|
File
IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders and/or
the
IRS
|
|
¨
|
Handle
load and multi-class processing, including rights of accumulation
and
purchases by letters of intent
|
|
¨
|
Calculate
12b-1 plan fees
|
|
¨
|
Provide
standards to structure forms and applications for efficient
processing
|
Page
19 of
25
|
¨
|
Follow
up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder
letters
|
|
¨
|
Provide
basic report access (one person)
|
|
¨
|
Conduct
periodic Postal clean-up
|
The
foregoing services do not include correcting, verifying or addressing any
prior
actions or inactions by any Fund or by any prior service provider. To the
extent
SEI agrees to take such actions, those actions taken shall be deemed part
of
this service schedule.
Optional
Services
The
Funds may contract with SEI to provide one or more of the following optional
services. Additional fees apply.
|
¨
|
UMB’s
Internet services, including Adviser Services, RIA/Broker Services,
Shareholder Services, NAV Services, Vision, Adviser Central and
email
services.
|
|
¨
|
UMBISG
VRU services (per fund group)
|
|
¨
|
Shareholder
“welcome” packages with initial
confirmation
|
|
¨
|
Access
to UMB’s Tax and Retirement Group to answer questions and coordinate
retirement plan options
|
|
¨
|
Money
market funds for short-term investment or
exchanges
|
|
¨
|
Dedicated
service representatives
|
|
¨
|
Weekend
and holiday shareholder services
|
|
¨
|
Customized
reorder form tracking
|
|
¨
|
Give
dealers access through NSCC’s Fund/SERV and
Networking
|
|
¨
|
Customized
forms and applications
|
|
¨
|
Training
of adviser staff on regulatory
developments
|
Page
20 of
25
Schedule
C
to
the
Transfer
Agent Agreement
by
and between
SEI
Investment Management Company
FEES
Transfer
Agent Services Fee Schedule
Prepared
for CRA Funds
|
Base
Fee*
|
|||
|
n
|
On
the first $750 million in assets
|
1.0
basis points, and
|
|
|
n
|
On
assets between $750 million and $1.5 billion
|
75
basis points, and
|
|
|
n
|
On
assets over $1.5 billion
|
.5
basis points
|
|
|
|
*subject
to an annual minimum of $50,000 per fund
|
||
|
Account
Fees
|
|||
|
n
|
Open
account fee:
|
||
|
o
|
Quarterly/annual
dividend funds
|
included
|
|
|
o
|
Monthly
dividend funds
|
included
|
|
|
o
|
Money
market funds
|
included
|
|
|
o
|
Additional
for funds with redemption fees
|
included
|
|
|
o
|
Additional
for funds with 12b-1 fees
|
included
|
|
|
n
|
Closed
account fee (per year)
|
included
|
|
|
n
|
One-time
set-up (manual, per account)
|
included
|
|
|
n
|
One-time
set-up (automated NSCC, per account)
|
included
|
|
|
n
|
Transaction
fee (e.g., financial, maintenance)
|
included
|
|
|
n
|
Automated
transactions*
|
included
|
|
|
|
*includes
NSCC activity processing, AIP/SWP/auto exchanges, dividends, any
required
IRS withholding
|
||
|
USA
Patriot Act & Escheatment Fees
|
|||
|
n
|
Per
fund (per year)
|
included
|
|
|
n
|
Research
(per item)
|
included
|
|
|
n
|
Additional
account set-up (per non-individual account)*
|
included
|
|
|
n
|
Suspicious
Activity Report filing (per occurrence)
|
included
|
|
|
n
|
Escheatment
filing (per state)
|
included
|
|
|
|
*e.g.,
business account, trust account, partnership account, etc.
|
||
|
Retirement
Accounts (XXX/Xxxx/Others)
|
|||
|
n
|
Annual
maintenance fee per account (may be charged to
shareholders)
|
$15.00
|
|
|
n
|
XXX
transfer fee (per occurrence)
|
included
|
|
Page
21 of
25
|
Advanced
Reporting Solutions
|
|||
|
n
|
Annual
maintenance fee*
|
$3,500
|
|
|
n
|
Additional
interactive user license (per license per year)
|
$1,000
|
|
|
n
|
Analyst
named user license (per license per year)
|
$2,500
|
|
|
|
*includes
initial setup costs plus one interactive user license
|
||
|
Shareholder
Services
|
|||
|
n
|
Telephone
calls, letters/e-mails, research/lost shareholder (per
occurrence)
|
included
|
|
Page
22 of
25
|
Document
Services
|
|||
|
n
|
Standard
applications and forms in electronic format
|
no
charge
|
|
|
n
|
Customized
forms
|
as
quoted
|
|
|
n
|
Pre-printed,
machine-ready statement inserts (per item)
|
as
quoted
|
|
|
n
|
Standard
single-sided statement/confirm/tax form/check (per item including
.pdf)
|
||
|
o
|
First
page
|
included
|
|
|
o
|
Each
additional page
|
included
|
|
Programming
and Special Project Fees
Additional
fees at $175 per hour, or as quoted by project, may apply for special
programming or
projects to meet your servicing requirements or to create custom
reports.
|
Conversion
Costs
|
TBD
|
Out-of-Pocket
Expenses
Out-of-pocket
expenses include but are not limited to: annual year-end programming fees,
copying charges, facsimile charges, inventory and record storage and
reprocessing, statement paper, check stock, envelopes, tax forms, postage
and
direct delivery charges, tape/disk storage, travel, CPU usage, telephone
and
long distance charges, retirement plan documents, NSCC participant billing,
P.O.
box rental, toll-free number, customer identity check fees, bank account
service
fees and any other bank charges.
Optional
Services
Money
Market Exchange Vehicles
|
n
|
Exception
check writing (per set definition, per occurrence)
|
$2.00
|
|
|
n
|
One-time
set-up fee per money market fund used
|
$2,000
|
|
|
n
|
Monthly
base fee per money market fund used
|
$650
|
|
|
VRU
Services
|
|||
|
n
|
One-time
VRU set-up fee
|
$3,000
|
|
|
n
|
Annual
VRU maintenance fee
|
$1,800
|
|
|
n
|
VRU
charge (per call)
|
$
.40
|
|
|
Internet
Services
|
|||
|
n
|
Broker
Browser
|
||
|
o
|
One-time
set-up fee (standard)
|
$1,000
|
|
|
o
|
Inquiry
|
no
charge
|
|
|
n
|
Shareholder
Browser
|
||
|
o
|
One-time
set-up fee
|
$5,000
|
|
|
o
|
Annual
maintenance fee
|
$2,500
|
|
|
o
|
Inquiry
(per occurrence)
|
$
.15
|
|
|
o
|
New
account set-up, one-time fee per account
|
$1.60
|
|
|
o
|
Transactions*
(per occurrence)
|
$
.40
|
|
|
o
|
Account
maintenance (per occurrence)
|
$
.50
|
|
|
*additional
purchases, exchanges and redemptions
|
|||
Page
23 of
25
|
n
|
Web-based
document mailings*
|
||
|
o
|
One-time
set-up fee
|
$1,500
|
|
|
o
|
Per
shareholder, per mailing
|
included
|
|
|
*statements,
prospectuses, financial reports, etc.
|
|||
|
n
|
Vision
|
||
|
Per
fund family, per month
|
$1,200
|
||
|
n
|
Advisor
Central
|
||
|
Per
fund family, per month
|
$1,200
|
||
Fees
for
services not contemplated by this schedule will be negotiated on a case-by-case
basis.
Page
24 of
25
Schedule
D
to
the
Transfer
Agent Agreement
by
and between
SEI
Investment Management Company
RECORDS
MAINTAINED BY SEI
Account
applications
Canceled
certificates plus stock powers and supporting documents
Checks
including check registers, reconciliation records, any adjustment records
and
tax withholding documentation
Indemnity
bonds for replacement of lost or missing stock certificates and
checks
Liquidation,
redemption, withdrawal and transfer requests including stock powers, signature
guarantees and any supporting documentation
Shareholder
correspondence
Shareholder
transaction records
Share
transaction history of the Funds
Page
25 of
25
