Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
STAR FUNDS
SHAREHOLDER RECORDKEEPING AGREEMENT
This Agreement (the "Agreement") is made as of the 26th day of January 1998 by
and between the Star Funds, an open-end management investment company
established as a Massachusetts business trust under a Declaration of Trust dated
January 23, 1989, having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000 (the "Trust"), on behalf of the portfolios (individually referred to
herein as a "Fund" and collectively as "Funds") of the Trust, and Star Bank,
N.A., a national banking association having its principal office at 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx 00000 (the "Agent").
WHEREAS, the Trust is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), with
authorized and issued shares of beneficial interests ("Shares"); and
WHEREAS, the Trust desires to retain the Agent to provide certain shareholder
recordkeeping services including services as transfer agent, dividend disbursing
agent, and agent in connection with any accumulation, open-account or similar
plans including without limitation any periodic investment plan or periodic
withdrawal program, provided to the shareholders (the "Shareholders") of each of
the Funds, including any classes of shares issued by any Fund ("Classes"); and
WHEREAS, the Agent desires to accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
DOCUMENTS PROVIDED BY THE TRUST
A. Contemporaneously with the appointment of the Agent under this Agreement, the
Trust shall provide to the Agent the following documents:
(1) A copy of the Charter and By-Laws of the Trust and all amendments
thereto;
(2) A copy of the resolution of the Board authorizing this Agreement;
(3) All account application forms and other documents relating to
Shareholder accounts; and
(4) A copy of the current prospectus ("Prospectus") and Statement of
Additional Information for each Fund.
B. The Trust will also furnish from time to time the following documents;
(1) Each resolution of the Board of the Trust authorizing the original
issuance of each Fund's and/or Class's Shares;
(2) Each registration statement filed with the SEC and amendments thereto
and orders relating thereto in effect with respect to the sale of
Shares of any Fund and/or Class;
(3) A certified copy of each amendment to the Declaration of Trust and the
By-Laws of the Trust;
(4) Certified copies of each resolution of the Board authorizing officers
to give Proper Instructions to the Agent;
(5) Revisions to the Prospectus and Statement of Additional Information for
each Fund; and
(6) Such other certificates, documents or opinions which the Agent may, in
its discretion, deem necessary or appropriate in the proper
performance of its duties.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Agent
The Agent represents and warrants to the Trust that:
(1) It is a national banking association organized and existing in good
standing under the laws of the United States.
(2) It is duly authorized to enter into this Agreement and to perform its
obligations under this Agreement.
(3) It is in good standing as a registered transfer agent pursuant to
Section 17A(c)(1) of the Securities and Exchange Act of 1934, as amended.
(4) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Agent that;
(1) It is an open-end management investment company registered under the
1940 Act and is duly organized and existing in good standing under the
laws of the Commonwealth of Massachusetts;
(2) It is authorized under applicable laws and all corporate proceedings
required by its Charter and By-Laws have been taken to authorize it to
enter into and perform its obligations under this Agreement; and
(3) A registration statement under the 1933 Act will be effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being
offered for sale.
ARTICLE III
INSTRUCTIONS
As used throughout this Agreement, a "Proper Instruction" means a writing signed
by one or more person or persons as the Trust's Board of Trustees (the "Board")
shall have from time to time designated. Each such writing shall set forth the
specific transaction or type of transaction involved. Oral instructions will be
deemed to be Proper Instructions if (a) the Agent reasonably believes them to
have been given by a person authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Trust
promptly causes such oral instructions to be confirmed in writing. Proper
Instructions may include communications effected directly between electronic
devices provided that the Trust and the Agent are satisfied that such procedures
afford adequate safeguards for the Trust's assets. Proper Instructions may only
be amended in writing.
ARTICLE IV
DUTIES OF THE AGENT
The Agent shall perform all of the customary services of a transfer agent
including, but not limited to, the following services in accordance with Proper
Instructions as may be provided from time to time by the Trust as to any Fund:
A. Purchases
(1) The Agent shall receive orders (including any standing orders pursuant
to any systematic investment plan) and payment for the purchase of
Shares and promptly shall deliver such payment and appropriate
documentation to the custodian of the relevant Fund, (the "Custodian").
The Agent shall notify the Fund's portfolio accountant (the "Fund
Accountant") and the Custodian on a daily basis of the total amount of
orders and payments so received and delivered.
(2) Pursuant to purchase orders or requests for exchanges between Funds and
in accordance with the Fund's current Prospectus, the Agent shall
compute and issue the appropriate number of Shares of each Fund/and or
Class and hold such Shares in the appropriate Shareholder accounts.
(3) In the event that any check or other order for the purchase of Shares
of a Fund is returned unpaid for any reason, the Agent shall debit the
Share account of the Shareholder by the number of Shares that had been
credited to its account upon receipt of the check or other order,
promptly mail a debit advice to the Shareholder, and notify the Fund of
its action. In the event that the amount paid for such Shares exceeds
proceeds of the redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the Fund or its distributor
will reimburse the Agent for the amount of such excess.
B. Dividends/Distributions
(1) Upon notification by the Trust of the declaration of any distribution
to Shareholders, the Agent shall act as Dividend Disbursing Agent for
the Fund in accordance with the provisions of this Agreement and the
then-current Prospectus of the Fund. The Agent shall prepare and mail
or credit income, capital gain, or any other payment to Shareholders.
If a Shareholder is entitled to receive additional Shares by virtue of
any such distribution or dividend, appropriate credits shall be made to
the Shareholder's account.
(2) As the Dividend Disbursing Agent, the Agent shall, on or before the
payment date of any such distribution, notify the Custodian and the
Fund Accountant of the amount required to pay any portion of said
distribution which is payable in cash and request the Custodian to make
available sufficient funds for the case amount to the paid.
(3) The Agent shall reconcile the amounts so requested and the amounts
actually received with the Custodian on a daily basis.
C. Redemptions and Transfers
(1) The Agent shall receive redemption requests and redemption directions
(including any standing instructions pursuant to a systematic
withdrawal plan and requests for exchanges between funds) and, if such
requests comply with the procedures described in the Fund's Prospectus
or set forth in Proper Instructions, deliver notification of amounts
needed to fund such redemptions to the Custodian and the Fund
Accountant. The Agent shall also notify the Trust on a daily basis of
the total amount of redemption requests processed and moneys paid to
the Agent by the Custodian for redemptions.
(2) At the appropriate time upon receiving redemption proceeds from the
Custodian with respect to any redemption, the Agent shall pay or cause
to be paid the redemption proceeds in the manner instructed by the
redeeming Shareholder, pursuant to procedures described in the
then-current Prospectus of the Fund.
(3) If any request for redemption does not comply with the procedures for
redemption approved by the Fund, the Agent shall promptly notify the
Shareholder of such fact, together with the reason therefor, and shall
effect such redemption at the price applicable to the date and time of
receipt of documents complying with said procedures.
(4) The Agent shall effect transfers of Shares by the registered owners
thereof.
(5) The Agent shall identify and process abandoned accounts and uncashed
checks for state escheat requirements on an annual basis and report
such actions to the Fund.
D. Recordkeeping
(1) The Agent shall record the issuance of Shares of each Fund and maintain
pursuant to applicable rules of the Securities and Exchange Commission
(the "SEC") a record of the total number of Shares of the Fund which
are authorized, based upon data provided to it by the Fund, and issued
and outstanding. The Agent shall also provide the Fund on a regular
basis, or upon reasonable request, the total number of Shares that are
issued and outstanding, but shall have no obligation when recording the
issuance of Shares, except as otherwise set forth herein, to monitor
the issuance of such Shares or to take cognizance of any laws relating
to the issue or sale of such Shares, which functions shall be the sole
responsibility of the Funds.
(2) The Agent shall establish and maintain records pursuant to applicable
rules of the SEC relating to the services to be performed hereunder in
the form and manner as agreed to by the Trust including, but not
limited to, a record for each Shareholder's account of the following:
(a) Name, address and taxpayer identification number (and whether such
number has been certified);
(b) Number of Shares held;
(c)Historical information regarding the account, including dividends paid
and date and price for all transactions (subject to the record
retention standards described in this Agreement);
(d) Any stop or restraining order placed against the account;
(e) Information with respect to tax withholding status of an account
whether foreign or domestic;
(f)Any dividend reinvestment order, plan application, dividend address
and correspondence relating to the current maintenance of the account;
(g) Any information required in order for the Agent to perform the
calculations contemplated or required by this Agreement.
(3) The Agent shall preserve any such records required to be maintained
pursuant to the rules of the SEC for the periods prescribed in said
rules as specifically noted below. Such record retention shall be at
the expense of the Agent, and such records may be inspected by the
Trust at reasonable times. The Agent may, at its option at any time,
and shall forthwith upon the Trust's demand, turn over to the Trust and
cease to retain in the Agent's files, records and documents created and
maintained by the Agent pursuant to this Agreement, which are no longer
needed by the Agent in performance of its services or for its
protection.
If not so turned over to the Trust, such records and documents will be
retained by the Agent for six years from the year of creation, during
the first two of which such documents will be in readily accessible
form. At the end of the six year period, such records and documents
will either be turned over to the Trust or destroyed in accordance with
Proper Instructions.
E. Confirmations/Reports
(1) The Agent shall furnish to the Trust periodically the following
information:
(a) Share purchase and sale activity;
(b) Cash paid and shares issued pursuant to a declaration of a dividend or
a distribution;
(c)The total number of Shares issued and outstanding in each state for
"blue sky" purposes as determined according to Proper Instructions
delivered from time to time by the Fund to the Agent;
(d) Shareholder lists and statistical information;
(e)Payments to third parties relating to distribution agreements,
allocations of sales loads, redemption fees, or other transaction
related or sales related payments;
(f) Such other information as may be agreed upon from time to time.
(2) The Agent shall prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies, and, if required, mail
to Shareholders, such notices or reporting of dividends and
distributions paid as are required to be so filed and mailed and shall
withhold such sums as are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
(3) The Agent shall prepare and mail confirmation statements to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts. The Agent shall also
mail periodic activity statements to Shareholders.
(4) Upon receipt of Proper Instructions from the Trust, the Agent shall
monitor the total number of Shares of each Fund and/or Class sold in
each state ("blue sky reporting"). The Trust shall by Proper
Instructions (i) identify to the Agent those transactions and assets to
be treated as exempt from the blue sky reporting for each state and
(ii) verify the classification of transactions for each state prior to
activation and thereafter monitor the daily activity for each state.
The responsibility of the Agent for each Fund's state blue sky
registration status is limited solely to the recording of the initial
classification of transactions or accounts with regard to blue sky
compliance and the reporting of such transactions and accounts to the
Trust.
(5) The Agent shall prepare Shareholder meeting lists, mail proxy cards and
other material supplied to it by the Fund in connection with
Shareholder meetings of each Fund; receive, examine and tabulate
returned proxies, and certify the vote of the Shareholders.
(6) The Agent shall send to the Trust any report received on the systems of
internal accounting control of the Agent, or its agents or
sub-custodians, as the Trust may reasonably request from time to time.
(7) Upon receipt of Proper Instructions from the Trust, the Agent shall
mail to the Shareholders Prospectuses, Annual Reports and other
information provided by the Trust.
F. Other Duties
(1) The Agent shall answer correspondence from Shareholders relating to
their Share accounts and such other correspondence as may from time to
time be addressed to the Agent;
(2) The Agent shall establish and maintain facilities and procedures for
safekeeping of check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of such
forms and devices.
ARTICLE V
DUTIES OF THE TRUST
A. Compliance
The Trust assumes full responsibility for the preparation, contents and
distribution of its own Prospectuses and for complying with all applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act") , the
1940 Act and any laws, rules and regulations of government authorities having
jurisdiction over its activities.
B. Distributions
The Trust shall furnish to the Agent a copy of the resolution of the Board,
either (i) setting forth the date of the declaration of any dividend or
distribution in respect of shares of any Fund, the date of payment thereof, the
record date as of which Fund Shareholders entitled to payment shall be
determined, the amount payable per share to Fund Shareholders of record as of
that date, and the total amount to be paid by the Agent on the payment date, or
(ii) authorizing the declaration of dividends and distributions in respect of
shares of a Fund on a daily basis and authorizing the Agent to rely on Proper
Instructions setting forth the date of the declaration of any such dividend or
distribution, the date of payment thereof, the record date as of which Fund
Shareholders entitled to payment shall be determined, the amount payable per
share to Fund Shareholders of record as of that date, and the total amount to be
paid by the Agent on the payment date.
C. Fees and Expenses
(1) For performance by the Agent pursuant to this Agreement, the Trust
agrees to pay the Agent an annual fee as agreed upon between the
parties and as may be amended from time to time. Such fees may be
changed from time to time subject to written agreement between the
Trust and the Agent. Pursuant to information in the Fund Prospectus or
other information or instructions from the Fund, the Agent may
sub-divide any Fund into Classes or other sub-components for
recordkeeping purposes.
(2) In addition to the fee paid for services rendered pursuant to this
Agreement, the Trust agrees to reimburse the Agent for out-of-pocket
expenses incurred or advances made by the Agent for the items agreed
upon between the parties, as may be amended from time to time. In
addition, any other expenses incurred by the Agent at the request or
with the consent of the Trust, will be reimbursed by the appropriate
Fund.
(3) The fee and out-of-pocket expenses shall be paid to the Agent no less
frequently than monthly, and shall be paid daily upon the request of
the Agent. The Agent will maintain detailed information about the
compensation and out-of-pocket expenses by Fund and Class.
(4) Any schedule of compensation agreed to hereunder, as may be adjusted
from time to time, shall be dated and signed by a duly authorized
officer of the Trust and a duly authorized officer of the Agent.
ARTICLE VI
STANDARDS OF CARE AND INDEMNIFICATION
A. Standards of Care
The Agent shall be held to a standard of reasonable care in carrying out the
provisions of this Agreement. The Agent shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice, provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith and without
negligence.
B. Indemnification by Trust
(1) The Agent shall not be responsible for and the Trust shall indemnify
and hold the Agent, including its officers, directors, shareholders and
their agents, employees and affiliates, harmless against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) The acts or omissions of any Custodian, Adviser, Sub-adviser or any
other party contracted by or approved by the Trust.
(b) The reliance on or use by the Agent or its agents or subcontractors of
information, records and documents in proper form which
(i) are received by the Agent or its agents or subcontractors and
furnished to it by or on behalf of the Fund, its Shareholders or
investors regarding the purchase, redemption or transfer of Shares
and Shareholder account information;
(ii) are received by the Agent or its agents or subcontractors from
Advisors, Sub-advisers or other third parties contracted by or
approved by the Trust for use in the performance of services under
this Agreement;
(iii) have been prepared and/or maintained by the Trust or its
affiliates or any other person or firm on behalf of the Trust.
(c) The reliance on, or the carrying out, by the agent or its agents or
subcontractors of Proper Instructions of the Trust.
(d)The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
any federal agency or any state with respect to the offer or sale of
such Shares in such state.
(2) The Agent shall not be protected by this Article from liability for any
act or omission resulting from the Agent's willful misfeasance, bad
faith, negligence or reckless disregard of its duties, or negligence
resulting from a breach of the standard of care set forth in this
Article.
(3) At any time the Agent may request Proper Instructions prior to taking
any action, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Agent under this Agreement, and the Agent and its agents or
subcontractors shall not be liable and shall be determined by the Trust
for any action reasonably taken or omitted by it in reliance upon such
Proper Instructions or upon the opinion of such counsel provided such
action is not in violation of applicable federal or state laws or
regulation.
(4) In order that the indemnification provisions contained in the Article
shall apply, upon the assertion of a claim for which the Trust may be
required to indemnify the Agent, the Agent shall promptly notify the
Trust of such assertion, and shall keep the Trust advised with respect
to all developments concerning such claim. The Trust shall have the
option to participate with the Agent in the defense of such claim. The
Agent shall in no event confess any claim or make any compromise in any
case except with the Trust's written consent.
ARTICLE VII
MISCELLANEOUS
A. Termination of Agreement
This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other. If such notice is given by the Trust, it
shall be accompanied by a copy of a resolution of the Board, certified by the
Secretary of the Trust, electing to terminate this Agreement and designating a
successor agent. In the event such notice is given by the Agent, the Trust
shall, on or before the termination date, deliver to the Agent a copy of a
resolution of the Board, certified by the Secretary, designating a successor
agent or agents to act on behalf of the Trust. Should the Trust exercise its
rights to terminate, all out-of-pocket expenses associated with the movement of
records and materials will be borne by the Trust or the appropriate Fund.
Additionally, the Agent reserves the right to charge for any other reasonable
expenses associated with such termination. This provision shall survive the
termination of this Agreement.
B. Amendment
This Agreement may only be amended or modified by a written agreement
executed by both parties.
C. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Agent and the Trust
may from time to time agree on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
Charter. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
D. Governing Law
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Ohio.
E. Notices
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Trust at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Agent at 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx 00000, Attn: Corporate Trust, or to such other address
as the Trust may hereafter specify, shall be deemed to be properly delivered or
given hereunder to the respective address.
F. Counterparts
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
G. Limitations of Liability of Trustees and Shareholders of the Trust
The execution and delivery of this Agreement have been duly authorized by
the Board and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by the Board nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders of the Trust,
but bind only the appropriate property of the Fund, or Class, as provided in the
Declaration of Trust.
H. Limitations of Liability of Officers of the Agent
The execution and delivery of this Agreement have been authorized by the
Agent and signed by an authorized officer of the Agent, acting as such, and
neither such authorization by the Agent nor the execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally.
I. Assignment
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party.
J. Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
K. Successor Agent
If a successor agent for the Trust shall be appointed by the Trust, the
Agent shall upon termination of this Agreement deliver to such successor agent
at the office of the Agent all properties of the Trust held by it hereunder. If
no such successor agent shall be appointed, the Agent shall at its office upon
receipt of Proper Instructions deliver such properties in accordance with such
instructions.
L. Force Majeure
The Agent shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage, power
or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.
M. Severability
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STAR FUNDS
By: /s/ Xxxxxxx X. Xxxxxx, III
Trustee
STAR BANK, N.A.
By: Xxxxx X. Xxxxx
Senior Vice President
STAR FUNDS
Star Bank, N.A. Fee For All Services Under Shareholder Recordkeeping Agreement
0.0225% of the total aggregate fund assets
Out-of-Pocket Expenses
Expenses incurred or advanced in carrying out duties described in
Shareholder Recordkeeping Agreement including, but not limited to:
Postage
Forms
Telephone Calls
Fund/Serv Expenses
Networking Charges
Custom Programming
Travel and Lodging
Legal Fees
January 26, 1998
Agreed and accepted:
Star Funds Star Bank, N.A.
By: /s/ Xxxxxxx X. Xxxxxx, III By: /s/ Xxxxx X. Xxxxx
Trustee Senior Vice President
