TRANSFER AGENCY AND DIVIDEND
DISBURSING AGENCY AGREEMENT
BETWEEN
ACTIVA MUTUAL FUND TRUST
AND
ACTIVA ASSET MANAGEMENT, LLC
AGREEMENT made this 11th day of June, 1999, between Activa Mutual Fund
Trust, a Delaware Business Trust ("the Trust") and Activa Asset Management, LLC,
a Michigan LLC (hereinafter called the "Agent").
In consideration of the mutual promises and undertakings herein
contained, the parties hereto agree as follows:
SECTION L. TRANSFER AGENT. The Agent shall be the transfer agent for
the Activa Mutual Funds ("Funds") which are series of the Trust and as such
shall:
(a) keep the units of beneficial interest ("shares") transfer books
and records of the Funds, including the names and addresses of
all shareholders, the number and date of issuance of shares and
fractional shares held by each shareholder, the number and date
of certificates issued for such shares, the number and date of
cancellation of redeemed shares, and the number and date of
cancellation of each certificate surrendered for cancellation;
(b) be responsible for the issuance and redemption of shares of the
(c) effect and record transfers of ownership of shares and changes
in Fund; the registration of shares; (d) cause all shareholder
reports and proxies for shareholders' meetings to be properly
addressed and mailed;
(e) tabulate all proxies; and (f) prepare and mail all required
federal, state and other income tax information to shareholders.
SECTION 2. DIVIDEND DISBURSING AGENT. The Agent shall be the dividend
disbursing agent of the Fund and as such shall,
in accordance with shareholders' instructions, disburse to shareholders the
ordinary dividends and capital gains distributions allocable to their shares in
the amounts directed by the Funds or, alternatively, cause such distributions to
be reinvested in additional shares of the Fund for shareholders.
SECTION 3. STAFF. The Agent shall at all times maintain a staff of
trained personnel for the purpose of performing its obligations under this
Agreement. The Agent assumes no responsibility under this Agreement other than
the services agreed to herein.
SECTION 4. FEES. For the services of the Agent agreed herein to be
rendered, the Funds shall pay to the Agent, quarterly, the fees provided in the
schedule attached hereto as Exhibit A and by this reference made a part hereof.
SECTION 5. CONFORMITY TO CORPORATE INSTRUMENTS AND STATUTES. The Agent
agrees that in all matters relating to the services to be performed by it
herein, it will use its best efforts to act in conformity with the terms of the
Certificate of Incorporation, By-Laws, Registration Statements and current
Prospectus of the Fund. Each of the parties agrees that in all matters relating
to the performance of this Agreement, it will use its best efforts to comply
with the requirements of the Investment Company Act of 1940 and all other
applicable laws and regulations. Nothing herein contained shall be deemed to
relieve or deprive the Board of Trustees of the Fund of its responsibility for
the conduct of the affairs of the Fund.
SECTION 6. SERVICES TO OTHERS. The Agent shall be free to render
services of this or any other kind to any other person or organization,
including other investment companies, and to engage in any other business or
activity.
SECTION 7. RECORDS. The Agent shall keep records relating to the
services to be performed hereunder, in the form and manner, and for such period
as it may deem advisable and is agreeable to the Fund but not inconsistent with
the rules and regulations of appropriate government authorities, in particular,
Section 31 of The Investment Company Act of 1940 as amended (the "Investment
Company Act"), and the rules thereunder. The Agent agrees that all such records
prepared or maintained by the Agent relating to the services to be performed by
the Agent hereunder are the property of the Fund and will be preserved,
maintained, and made available with such section and rules of the Investment
Company Act and will be promptly surrendered to the Fund on and in accordance
with its request.
SECTION 8. AMENDMENT. This Agreement, including the schedule attached
hereto as Exhibit A, may be amended at any time by mutual written consent of the
parties.
SECTION 9. VALUE FUND CLASS R. This Agreement shall not apply to Class
R shares of the Activa Value Fund.
SECTION 10. EFFECTIVE DATE; TERMINATION. This Agreement shall be
effective on the date the Funds registration for the new series is effective,
and may be terminated by either party hereto upon sixty (60) days' written
notice to the other, provided that no such notice of termination given by the
Agent to the Fund shall be effective unless and until a substitute person or
entity has been engaged by the Fund to perform the services required hereunder
for the Fund, or the Fund has certified to the Agent that other arrangements
have been made by it to provide such services.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date first
above written.
ACTIVA MUTUAL FUND TRUST
By ______________________________
Xxxxx X. Xxxxxxxxx, President
ACTIVA ASSET MANAGEMENT, LLC
By ______________________________
Xxxxx X. Xxxxx, President
TRANSFER AGENCY AND DIVIDEND
DISBURSING AGENCY AGREEMENT
EXHIBIT A
FUNDS EFFECTIVE DATE FEES
------ -------------- -----
Activa Money Market Fund June 11, 1999 $1.167 per month per account in
in existence during the month,
payable monthly less earnings
in the redemption liquidity
account after reducing the
earnings by wire transfer fees,
if any.
Activa Intermediate Bond Fund June 11, 1999 $1.167 per month per account in
in existence during the month,
payable monthly less earnings
in the redemption liquidity
account after reducing the
earnings by wire transfer fees,
if any.
Activa Value Fund-Class A September 1, 1999 $1.167 per month per account in
in existence during the month,
payable monthly less earnings
in the redemption liquidity
account after reducing the
earnings by wire transfer fees,
if any.
Activa Growth Fund June 11, 1999 $1.167 per month per account in
in existence during the month,
payable monthly less earnings
in the redemption liquidity
account after reducing the
earnings by wire transfer fees,
if any.
Activa International Fund June 11, 1999 $1.167 per month per account in
in existence during the month,
payable monthly less earnings
in the redemption liquidity
account after reducing the
earnings by wire transfer fees,
if any.
