SUB-TRANSFER AGENCY AGREEMENT
THIS AGREEMENT made effective the 26th day of March, 1998 by and between Norwest
Bank Minnesota, N.A., (the "Sub-Transfer Agent") and Oak Associates Funds (the
"Fund"), a Massachusetts business trust.
WITNESSETH
WHEREAS, the Sub-Transfer Agent has agreed to provide participant accounting,
recordkeeping and administrative services for certain employee benefit plans;
and
WHEREAS, the Fund, an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and each
separate series of the Fund (each a "Portfolio") set forth in Exhibit A,
authorizes investment by the Plans and hereby agrees to instruct DST SYSTEMS,
INC. (the "Transfer Agent") to execute and implement this Agreement; and
WHEREAS, the Transfer Agent provides services as transfer agent,
dividend disbursement agent, and shareholder servicing agent to the Fund; and
WHEREAS, SEI Fund Resources (the "Administrator") provides
administrative and accounting services to the Fund; and
WHEREAS, it is intended that the Fund will cause the Transfer Agent to
establish a master account on its mutual fund shareholder accounting system (the
"System") reflecting the aggregate ownership by each Plan of shares of each
Portfolio and all shareholder transactions by each such Plan involving such
shares (collectively, the "Accounts" or individually, the "Account"); and
WHEREAS, the Sub-Transfer Agent is registered as a transfer agent under
Section 17A(c)(2) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and is qualified to serve as sub-transfer agent for the Fund
for the purposes set forth herein; and
WHEREAS, it is intended that the Sub-Transfer Agent will establish
individual accounts on its recordkeeping system reflecting all transactions by
or on behalf of Plan Participants and beneficiaries which result in purchases or
redemptions by the Plan of shares of the Fund.
WHEREAS, it is intended that the Sub-Transfer Agent will act as the
sub-transfer agent of the Fund, and the Sub-Transfer Agent desires to accept
such appointment, solely for the limited purposes of receiving orders by the
Plan for purchases and redemptions of shares of the
Fund resulting from transactions by or on behalf of the Plan participants and
beneficiaries, recording such purchases and redemptions, and making and
maintaining the Fund's shareholder records concerning the Plan Participants
which are recorded on the Sub-Transfer Agent's recordkeeping system;
WHEREAS, it is intended that the Fund will, or will cause the
Administrator to, provide to the Sub-Transfer Agent those prospectuses,
shareholder reports and other information with respect to the Fund as the Fund
is required under the federal securities laws to provide to Plan participants
which the Sub-Transfer Agent will furnish to fiduciaries, Plan Participants and
beneficiaries; and
WHEREAS, on the terms and conditions hereinafter set forth, the parties
have agreed to make shares of the Fund available as investment options under the
Plan and to retain the Sub-Transfer Agent to perform certain sub-transfer agency
and administrative services on behalf of the Fund, and the Sub-Transfer Agent is
willing and able to furnish such Plan services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
Section 1. Appointment as Agent. The Sub-Transfer Agent is hereby appointed as
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the sub-transfer agent of the Fund solely for the limited purpose of receiving
Instructions, in accordance with the Procedures (as defined in Section 2 hereof
and set forth in Exhibit B, for the purchase and redemption by the Plans of
shares of the Fund and making and maintaining the records of the Fund relating
to such purchases and redemptions of the Plan Participants in the Plan. Such
purchases and redemptions shall be based on participant-level transactions made
by or on behalf of Plan Participants and beneficiaries, which transactions shall
be recorded on the Sub-Transfer Agent's recordkeeping system. Such records will
be deemed to be and are part of the Fund's master securityholder files, as
defined in Rule 17Ad-9(b) under the Exchange Act. For purposes of this
Agreement, "participant-level transactions" shall include:
(a) any authorized direction to invest contributions by or on behalf of any
participant to the Plan in the Fund in accordance with the terms and conditions
of the Plan and the Fund's Prospectus;
(b) any authorized direction to transfer or exchange existing amounts held on
behalf of any participant or beneficiary by the Plan to the Fund in accordance
with the terms and conditions of the Plan and the Fund's Prospectus;
(c) any authorized direction to transfer or exchange existing amounts invested
in the Fund on behalf of any participant or beneficiary by the Plan to any other
investment option offered under the Plan in accordance with the terms and
conditions of the Plan and the Fund's Prospectus; and
(d) any authorized direction to pay, loan, withdraw or distribute proceeds to a
participant or beneficiary by the Plan from the Fund in accordance with the
terms and conditions of the Plan and the Fund's Prospectus.
The Sub-Transfer Agent shall maintain records on behalf of the Fund for the Plan
and for the Plan Participants and beneficiaries thereof reflecting all shares of
the Fund purchased and redeemed by the Plan based on participant-level
transactions (including the date and price for all transactions and share
balances) and all re-investment by the Plan of dividends and capital gains
distributions paid by the Fund. The Sub-Transfer Agent shall reconcile on each
day on which the New York Stock Exchange is open for trading (each, a "Business
Day"), (i) all transactions by the Plan involving shares of the Fund (including
purchases, redemptions and re-investments of dividends and capital gains
distributions) reflected on the Transfer Agent's recordkeeping system with the
corresponding participant-level transactions on the Sub-Transfer Agent's
recordkeeping system; and (ii) the aggregate position of all Plan Participants
and beneficiaries on the Sub-Transfer Agent's recordkeeping system with the
balance in the Account on the Transfer Agent's recordkeeping system for that
Business Day. In accordance with paragraph (e) of Exhibit B, the Sub-Transfer
Agent shall promptly advise the Transfer Agent of any discrepancies between the
Sub-Transfer Agent's records and the Transfer Agent's records. Notwithstanding
the Sub-Transfer Agent's appointment hereunder as the agent of the Fund to
receive orders for the purchases and redemptions by the Plan of shares of the
Fund and to net, and, thereafter to transmit such orders to the Fund's Transfer
Agent, the Sub-Transfer Agent shall have no authority under this Agreement or
otherwise to act as agent for the Transfer Agent or as sub-transfer agent for
the Fund in respect to or in connection with the distribution of shares of the
Fund.
Section 2. Procedures. The operating procedures governing the parties'
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responsibilities under this Agreement with respect to (i) instructions for the
purchase and redemption of shares of the Fund (""Instructions") and (ii) net
asset value per share ("NAV") communication are set forth in Exhibit B (the
"Procedures"), which is attached hereto and is specifically made a part of this
Agreement. (All terms defined herein or in Exhibit B shall have the same meaning
when used herein or in Exhibit B.) In all material respects, the Procedures
shall be consistent with the terms of the Fund's Prospectus and Statement of
Additional Information ("SAI"), with the requirements of the 1940 Act and the
Exchange Act, and with any other applicable federal or state laws and
regulations.
Section 3. Representations and Warranties.
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(a) The Sub-Transfer Agent represents and warrants that:
(i) it has full power and authority to enter into and perform this
Agreement and, when executed and delivered, this Agreement shall constitute a
valid, legal and binding obligation of the Sub-Transfer Agent, enforceable in
accordance with its terms;
(ii) it is registered and in good standing as a transfer agent pursuant
to Section 17A(c)(2) of the Exchange Act;
(iii) it is duly qualified and duly authorized by each Plan to act on
behalf of the Plan as contemplated by this Agreement;
(iv) the arrangements provided for in this Agreement will be disclosed
to the Plan through the Sub-Transfer Agent's representatives;
(v) it shall promptly notify the Fund in the event that the
Sub-Transfer Agent is, for any reason, unable to perform any of its obligations
under this Agreement; and
(vi) it is the sole and exclusive entity authorized to give
instructions to the Fund and the Transfer Agent on behalf of the Plan, Plan
Participants and the Accounts.
(b) The Fund represents and warrants that:
(i) it has full power and authority to enter into this Agreement and,
when executed and delivered, this Agreement shall constitute a valid, legal and
binding obligation of the Fund, enforceable in accordance with its terms;
(ii) it only conducts business on days on which the New York Stock
Exchange is open for trading (previously defined herein as Business Days).
Attached hereto as Exhibit C is a list setting forth the weekdays on which the
Fund does not conduct business;
(iii) its shares are registered or otherwise authorized for issuance
and sale in the jurisdictions set forth in Exhibit D hereto;
(iv) the Sub-Transfer Agent, on behalf of the Plan, may place
instructions with the Transfer Agent on each and every Business Day without
regard to the number or market value of transactions executed in any prior time
periods;
(v) the Registration Statement, Prospectus and SAI of the Fund comply,
in all material respects, with all applicable federal and state securities laws;
(vi) each Portfolio is a series of an investment company registered
under the 1940 Act;
(vii) if selected by any Plan as an investment option for the Plan's
assets, the Fund shall cooperate with the Plan and with the Sub-Transfer Agent
to establish in a timely and orderly manner necessary relationships;
(viii) it shall promptly notify the Sub-Transfer Agent and the other
parties hereto in the event that the Fund is, for any reason, unable to perform
any of its obligations under this Agreement.
Section 4. Instructions.
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(a) All Instructions received from the Plan's participants and transmitted by
the Sub-Transfer Agent to the Transfer Agent on any Business Day will be based
only upon Instructions that the Sub-Transfer Agent has received from an
authorized person under the Plan no later than the time when the NAV ("Share
Price") is determined for the Fund ("Close of Trading"). Such receipt of
Instructions by the Sub-Transfer Agent shall be deemed receipt by the Transfer
Agent and the Fund for Share Price purposes only.
(b) The Transfer Agent and the Fund are obligated hereunder to accept
Instructions only from the Sub-Transfer Agent with respect to the Plan and the
Accounts. Each may refuse to comply with Instructions, directions or
communications from anyone else concerning the Plan and the Accounts, except as
otherwise expressly provided for in Section 7 of this Agreement.
Section 5. Additional Covenants.
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(a) The Sub-Transfer Agent covenants that:
(i) it shall comply with all applicable federal and state securities,
insurance, ERISA, and tax laws, rules and regulations applicable to its
activities contemplated by this Agreement;
(ii) it shall not, without the written consent of the Fund, make
representations concerning the shares of the Portfolios, except those contained
in the then current Prospectus or SAI and in the then current printed sales
literature approved by the Fund or its representative;
(iii) the participant-level securityholder records to be made and
maintained by the Sub-Transfer Agent will be made, maintained and made available
in accordance with the requirements applicable to transfer agents under Section
17A and Rule 17Ad-7(g) under the Exchange Act and to registered investment
companies under Section 31 of the 1940 Act;
(iv) each participant-level transaction that contributes to, is a part
of, or is included in an Instruction communicated by the Sub-Transfer Agent to
the Transfer Agent will have been received by the Sub-Transfer Agent before the
Close of Trading on the Business Day immediately preceding the Business Day on
which such Instruction is communicated;
(v) it shall immediately verify all daily and monthly Account
statements provided or made available to it by the Transfer Agent, and trade
information made available by the Transfer Agent, via hard-copy or a terminal at
the Sub-Transfer Agent's site that can access the Transfer Agent's recordkeeping
system ("Terminal") and shall, in accordance with Paragraph (e) of
Exhibit B hereof, notify the Transfer Agent of any discrepancies between the
records maintained by the Sub-Transfer Agent and the daily and monthly Account
statements and trade information provided or made available to the Sub-Transfer
Agent pertaining to the Plan and the Accounts; and
(vi) with respect to the other parties to this Agreement, the
Sub-Transfer Agent is and shall be solely responsible for: (A) all reporting -
whether daily, periodic, year-end, annual or special - to the Plan, participants
in the Plan, the federal and state taxation authorities and the U.S. Department
of Labor and the U.S. Treasury Department; (B) the actual delivery of all
redemption proceeds to Plan Participants and beneficiaries; (C) the collection
of all required withholding of taxes from all redemptions and distributions; (D)
the payment of all sums withheld from such redemptions and distributions to the
applicable taxation authority; and (E) the giving of instructions to the Fund
and the Fund's Transfer Agent with respect to the Plan, Plan Participants and
Accounts; and
(vii) the Sub-Transfer Agent is not providing broker-dealer or
investment advisory services under this Agreement.
(b) The Fund covenants that:
(i) any Portfolio selected by the Plan whose shares are not authorized
for issuance and sale in the required jurisdiction(s) shall immediately take the
necessary and appropriate steps to make such shares eligible for issuance and
sale in such jurisdiction(s), except where registration or other necessary
actions in such jurisdiction(s) would require an amendment to, or change in, a
Portfolio's material investment policies or techniques or fundamental investment
limitations;
(ii) it shall comply with all federal and state securities, insurance,
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and tax
laws, rules and regulations applicable to it as a result of the transactions
contemplated by this Agreement;
(iii) the Fund or its representative shall establish the Account(s) on
its or its representative's mutual fund shareholder accounting system, as
contemplated by this Agreement, and maintain the Accounts in accordance with all
applicable federal and state securities laws, and such Accounts shall be in the
name of the Sub-Transfer Agent (or its nominee) or the trustee or other designee
of the Plan (or its nominee) as the sole shareholder of record of shares of the
Fund owned by the Plans ("Record Owner").
Section 6. Payment for Instructions.
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(a) Payment for Net Purchases. Payment for net purchases of shares in the Fund
will be wired by the custodian or trustee for the Plan to a Custodial account
designated by the Fund, in accordance with the Procedures described in Exhibit
B.
(b) Payment for Net Redemptions. Payment for net redemptions of shares in the
Fund will be wired from the Fund's custodial account to the custodian or trustee
for the Plan, in accordance with the Procedures described in Exhibit B.
Section 7. Fund Communications. The Fund or its Administrator shall supply the
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Sub-Transfer Agent with the following materials and information with respect to
the Fund, which the Sub-Transfer Agent shall furnish or make available, where
appropriate and as required by applicable law, to fiduciaries, Plan Participants
and beneficiaries:
(a) Fund Prospectuses, Annual Reports and Proxy Materials. The Fund or its agent
shall supply the Sub-Transfer Agent, upon request, with a reasonably sufficient
quantity of current Prospectuses, and/or profile or summary prospectuses (as
permitted by interpretations or no-action letters issued by the SEC staff),
SAIs, shareholder reports, and proxy statements and related materials for the
Fund. The Sub-Transfer Agent shall be responsible for furnishing or making
available all Prospectuses, and/or profile or summary prospectuses, shareholder
reports, and proxy statements and related materials to Plan administrators to
the extent necessary to satisfy the U.S. Department of Labor's final regulation
under Section 404(c) of ERISA (29 CFR ss.2550.404c-1), Section 30 of the 1940
Act, Section 14 of the Exchange Act, or other applicable law, or as specifically
required under the Plan or reasonably requested by named fiduciaries of the
Plan.
The cost of preparing, printing and shipping to the Sub-Transfer Agent
Prospectuses, and/or profile summary prospectuses, SAIs, proxy materials,
shareholder reports and other materials of the Fund to the Sub-Transfer Agent
shall be paid by the Fund or its agent; provided, however, that if at any time
the Fund or its agent reasonably deems the usage by the Sub-Transfer Agent or
the Plan of such items to be excessive, it may, prior to the delivery of any
quantity of materials in excess of what is deemed reasonable, request that the
Sub-Transfer Agent or the Plan, as the case may be, satisfactorily demonstrate
the reasonableness of such usage. If the Fund believes the reasonableness of
such usage has not been adequately demonstrated, the Fund may request that the
party responsible for such excess usage pay the cost of printing (including
press time) and delivery of any excess copies of such materials. Unless the
Sub-Transfer Agent or the Plan, as the case may be, agree to make such payments,
the Fund may refuse to supply additional materials and this section shall not be
interpreted as requiring delivery by the Fund of any copies in excess of the
number of copies required by law.
The cost of any distribution to the Plan or its Plan Participants of
Prospectuses, and/or profile or summary prospectuses, SAIs, proxy materials,
shareholder reports and other materials of the Fund shall be paid by either the
Sub-Transfer Agent, the Plan, or the Plan sponsor, as determined by the
Sub-Transfer Agent's agreement with the Plan, and shall not be the
responsibility of the Fund or its agent.
In addition, the cost of preparing and distributing confirmations, account
statements or other materials that may be prepared by the Sub-Transfer Agent as
part of the Plan Services to the Plan Participants shall be borne by the
Sub-Transfer Agent.
(b) Notice of Dividends and Other Distributions; Reports. The Fund or the
Administrator shall furnish the Sub-Transfer Agent, or its designee, notice of
any dividends or other distributions payable with respect to a Portfolio.
Dividends and distributions with respect to a Portfolio shall be automatically
reinvested in the Accounts in additional shares of that Portfolio held by the
custodian or trustee for each Plan, and the Fund shall notify the Sub-Transfer
Agent or its designee as to the number of additional shares so issued.
(c) Fund Performance Information. By the fifth (5th) Business Day of each
calendar month, the Fund shall provide to the Sub-Transfer Agent performance
information for the Portfolios as of the end of the preceding calendar month,
including each Portfolio's total return for the preceding calendar month and
calendar quarter, the calendar year-to-date, and the prior one-year, three-year,
five-year, and ten-year periods, if applicable.
(d) Monthly Statements by the Transfer Agent. By no later than the fifth (5th)
Business Day of each calendar month, the Transfer Agent shall mail to the
Sub-Transfer Agent a statement for the preceding calendar month reflecting the
shares of the Portfolios held by the Plans as of the end of such preceding month
and all shareholder-related activities by the Plans in the Portfolios during
such preceding month.
(e) Fund Toll-Free Number. It is understood by the parties that the Sub-Transfer
Agent licensed representatives will discuss with Plan Participants and
beneficiaries the investment objectives and policies of the Portfolios, solely
as set forth in the Fund's current Prospectus, and the recent investment
performance of the Portfolios based solely on the information supplied by the
Fund under Section 7(c) above. To the extent that the Plan Participants and
beneficiaries request additional information with respect to the Portfolios,,
the Fund shall supply a toll-free telephone number which the Plan Participants
and beneficiaries may use to request such additional information from an
appropriate representative of the Fund.
(f) Fund Review of Participant Communications Materials. It is understood by the
parties that, based on the Fund's current Prospectus and the information
supplied by the Fund under Section 7(c) above, the Sub-Transfer Agent may
prepare communications or disclosure materials for Plan Participants and
beneficiaries which describe the Fund or Portfolios in the same format as that
used for the other investment options offered under the Plans. The Sub-Transfer
Agent shall supply the Fund, or its designated representative, with copies of
such materials concerning the Fund or Portfolios within a reasonable time period
in advance of their intended distribution to the Plan Participants. The
Sub-Transfer Agent and the Fund shall establish a mutually agreeable time frame
in which such materials shall be reviewed and approved for use by the Fund, or
its designated representative. The Sub-Transfer Agent agrees not to use any such
materials without the prior written approval of the Fund or its designated
representative. Moreover, the
Sub-Transfer Agent agrees not to use such materials until such materials have
been submitted to the National Association of Securities Dealers, Inc., if
necessary.
(g) Other Fund Information. The Fund agrees to supply the Sub-Transfer Agent
with any material information which it may have that could have a materially
adverse impact on the performance of the Portfolios in the same manner and time
frame in which such information is made available to the Fund's shareholders.
Section 8. The Sub-Transfer Agent's Services. The Sub-Transfer Agent agrees to
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provide all Plan Services, including but not limited to, those specified below.
Neither the Fund nor the Transfer Agent shall be required to provide Plan
Services for the benefit of the Plans or their Plan Participants, nor shall they
be required to maintain separate accounts or records for Plan Participants.
Neither the Sub-Transfer Agent nor its agents or representatives shall make any
statements that indicate otherwise to any Plan Representatives or Plan
Participants. The Sub-Transfer Agent shall maintain and preserve all records as
required by applicable federal and state law as well as all records required by
its agreements with the Plan Representatives to be maintained and preserved in
connection with providing the Plan Services, and shall otherwise comply with all
applicable laws, rules and regulations applicable to the Sub-Transfer Agent's
(i) provision of the Plan Services and (ii) acting as sub-transfer agent of the
Fund. The Sub-Transfer Agent shall:
(a) maintain separate records for each Plan Participant under the Plans, which
records shall reflect the shares purchased and redeemed (including the date and
Share Price for all transactions), share balances of such Plan Participants, the
name and address of each Plan Participant (including zip codes and tax
identification numbers);
(b) disburse or credit to the Accounts, and maintain records of, all proceeds of
redemptions of shares of the Portfolios and all dividends and other
distributions not reinvested in shares of the Portfolios;
(c) as required by law, this Agreement or any Plan, prepare and transmit to the
Plan Representatives periodic statements showing, among other things, the total
number of shares owned by the Accounts as of the statement closing date,
purchases, holdings and redemptions of shares by the Plan Representatives and/or
Plan Participants during the period covered by the statement, the Share Price of
the Portfolios as of the statement date, the dividends and other distributions
paid to the Plan during the statement period (whether paid in cash or reinvested
in shares), and such other information as may be required, from time to time, by
the Plans and/or Plan Representatives;
(d) transmit net purchase and redemption Instructions on behalf of the Plan
Representatives and/or Plan Participants to the Fund's Transfer Agent, in
accordance with the Procedures described in this Agreement and Exhibit B;
(e) distribute to each Plan and/or the Plan Participants, as appropriate, copies
of the Fund's Prospectus, SAI, proxy materials, shareholder fund reports and
other materials that the Fund is required by law or otherwise to provide to its
current or prospective shareholders;
(f) maintain and preserve all records as required by law to be maintained and
preserved in connection with providing the Plan Services or acting as the Fund's
sub-transfer agent;
(g) prepare, transmit, and file federal and state reports and returns and
withhold and deposit sums withheld as required under applicable law, as agreed
upon between the Sub-Transfer Agent and the Plan Representatives or as required
under this Agreement, with respect to the Plan and each Account maintained on
behalf of each Plan;
(h) respond to inquiries of Plan Participants regarding, among other things,
NAV's, account balances, dividend options, dividend amounts, and dividend
payment dates; and
(i) maintain all Account balance information for each Plan.
Section 9. The Sub-Transfer Agent's Fees. The Fund anticipates that it will
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derive a substantial savings in transfer agency and administrative expenses,
such as a reduction in expenses related to postage, shareholder communications
and recordkeeping, by virtue of having a single shareholder account per
Portfolio for each Plan rather than having each Plan Participant as a
shareholder. The Fund shall pay to the Sub-Transfer Agent, as compensation for
the Plan Services to be provided by The Sub-Transfer Agent under this Agreement,
a annual fee of .25% of all Plan assets invested in the Portfolios specified in
Exhibit A. The Sub-Transfer Agent's fee shall be calculated and paid quarterly
by determining the product of 0.0025 multiplied by the total of all Plan assets
invested in the Portfolios specified in Exhibit A as of the last Business Day of
the calendar quarter, divided by four. The exception to this fee schedule will
be for assets of the BF Performance plan, for which the fund will pay an annual
fee of .20% of Plan assets. The Sub-Transfer Agent shall notify the Fund in
writing of the amount due and payable hereunder, and shall provide such
documentation supporting its calculation as may be reasonably requested by the
Fund. Unless the Fund objects in writing, the Fund shall pay such fee to the
Sub-Transfer Agent within thirty (30) days after receiving notice from the
Sub-Transfer Agent of the amount due and payable. Upon providing reasonable
advance notice to the Sub-Transfer Agent, the Fund or its duly authorized agents
or representatives may review the Sub-Transfer Agent's books and records during
normal business hours for the purpose of verifying the accuracy of the amounts
billed by the Sub-Transfer Agent or the fees paid or payable by the Fund under
this Agreement.
Section 10. Cross-Indemnification of Parties.
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(a) The Transfer Agent and the Fund shall not be held responsible and the
Sub-Transfer Agent shall indemnify and hold the Transfer Agent and the Fund and
their respective officers, directors, employees, agents, and person, if any, who
controls them within the meaning of the 1940 Act and Securities Act of 1933, as
amended, harmless from and against any and all reasonable losses, damages
(excluding consequential, punitive or other indirect damages), costs, charges,
counsel fees, payments, expenses, and liability arising out of or attributable
to: (i) the Sub-Transfer Agent's lack of good faith, negligence, reckless
disregard or willful misconduct in carrying out its duties and responsibilities
under this Agreement; (ii) any breach by the Sub-Transfer Agent of any material
provision of this Agreement; or (iii) any material breach by the Sub-Transfer
Agent of any representation, warranty, or covenant made in this Agreement.
(b) Neither the Sub-Transfer Agent nor its affiliates shall be held responsible
and the Fund shall severally indemnify and hold the Sub-Transfer Agent and its
affiliates and their officers, directors, employees, and agents harmless from
and against any and all reasonable losses, damages (excluding consequential,
punitive and other indirect damages), costs, charges, counsel fees, payments,
expenses, and liability arising out of or attributable to: (i) its lack of good
faith, negligence, reckless disregard or willful misconduct in carrying out its
respective duties and responsibilities under this Agreement; (ii) its breach of
any material provision of this Agreement; or (iii) its material breach of any
representation, warranty, or covenant made in this Agreement. It is understood
by the parties that the obligations of the Fund under this Section arise only
with respect to each such party's own acts or failure to act and not with
respect to an act or failure to act of any other party.
(c) In providing Plan Services pursuant to this Agreement, each party shall
comply with federal and state securities laws and regulations applicable to it
and each party hereto shall fully indemnify the other for any claims or
liabilities suffered by such other party, or its respective officers, directors,
employees or agents (including reasonable legal fees and other out-of-pocket
costs of defending against any such claim or liability or reasonable costs
incurred in enforcing this right of indemnification), arising from
non-compliance by such party with any such laws or regulations.
(d) Notwithstanding anything herein to the contrary, to the extent that a party
hereto shall cause its obligations hereunder to be fulfilled by an agent or
designee, such party shall be fully responsible for the performance by such
agent or designee of such party's obligations as if such party had performed
them itself.
(e) In providing the indemnifications set forth herein, each party agrees to
maintain such insurance coverage as shall be reasonably necessary under the
circumstances.
Section 11. Force Majeure. In the event any party is unable to perform its
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obligations or duties under the terms of this Agreement because of acts of God,
strikes, riots, acts of war, equipment failures, or power or other utility
failures or damage or other cause reasonably beyond its control, such party
shall not be liable for any and all losses, damages, costs, charges, counsel
fees,
payments, expenses or liability to any other party (whether or not a party to
this Agreement) resulting from such failure to perform its obligations or duties
under this Agreement or otherwise from such causes. This provision shall in no
way excuse any party from any liability that results from that party's failure
to have in place appropriate and reasonable disaster recovery plans designed to
enable that party to perform its obligations and duties under this Agreement.
Section 12. Confidentiality. Subject to the Fund's ownership of certain records
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as set forth in Section 1 of this Agreement, all information, books, records,
and data supplied by one party to another party in connection with the
negotiation or carrying out of this Agreement are and shall remain the property
of the party supplying such information, books, records, or data and shall be
kept confidential by the other party except as may be required by law or this
Agreement and except as the other party also received such information, books,
records, or data from some other source not a party to this Agreement.
Section 13. Governing Law. This Agreement shall be construed in accordance with
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the laws of the State of Minnesota without reference to choice of law
principles.
Section 14. Notices. Every Notice required by this Agreement shall be deemed
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given when sent in accordance with the Procedures or, as to any matter not
addressed by the Procedures, a Notice shall be deemed given on the next Business
Day if sent today by a nationally recognized overnight carrier service that
provides evidence of receipt or if sent the same Business Day by 3:00 p.m.
(receiving party's time) by personal delivery or facsimile transmission, in each
case to such person and to such facsimile number (if applicable) as shall be
designated from time to time by each party pursuant to a written notice. The
names and addresses of the persons to whom notices should be sent are set forth
in Exhibit E.
Section 15. Assignment. No party shall assign any of its rights, powers or
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duties under this Agreement without the other parties' prior written consent.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.
Section 16. Amendment or Termination of Agreement. The parties to this Agreement
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may agree in writing to amend this Agreement at any time in whole or in part.
This Agreement shall terminate at the option of any party upon thirty (30) days'
advance written notice to the other parties. This Agreement shall also terminate
upon written notice to the other parties that one or more of the parties to this
Agreement is in material breach of this Agreement, unless the party or parties
in material breach of this Agreement cures such breach to the reasonable
satisfaction of the party or parties alleging the breach within thirty (30) days
after written notice.
In addition, any party may terminate this Agreement upon written notice to the
other parties of: (i) the effective date of the termination of the Sub-Transfer
Agent as a service provider to the Plans; (ii) the discontinuance of the Fund as
an investment option offered under the Plans; (iii) the termination of the
Transfer Agent as service providers to the Fund; (iv) the lapse or cessation
of the full force and effect of the authorizations, licenses, qualifications or
registrations required to be maintained by any of the parties to this Agreement
in connection with the performance of their respective duties hereunder; (v) any
action to be taken or service to be provided hereunder that becomes unlawful due
to changes in the laws or for other reasons; and (vi) a good faith determination
by the Fund that shares of any of the Portfolios are not being offered in
conformity with the terms of this Agreement, such Portfolio's then current
Prospectus or SAI or applicable law.
Termination of this Agreement shall not affect the obligations of the parties to
make payments in accordance with the Procedures specified in Exhibit B or to
provide compensation under Section 9 for any Instruction received by the
Transfer Agent prior to such termination and shall not affect the Fund's
obligation to maintain the Accounts in the name of the Plans or any successor
trustee or recordkeeper for such Plans. Following termination of this Agreement,
the Fund shall not have any payment obligation to the Sub-Transfer Agent for the
Plan Services contemplated herein, except such obligations as arose prior to the
date of termination of this Agreement. Upon termination of this Agreement for
any reason, purchases of shares of the Portfolios pursuant to this Agreement
shall no longer be permitted through the Sub-Transfer Agent.
Section 17. Use of Names. Except as otherwise expressly provided for in this
-------------
Agreement, the Fund shall not use (and the Fund agrees it shall cause the
Transfer Agent not to use) any trademark, trade name, service xxxx or logo of
the Sub-Transfer Agent, or any variation of any such trademark, trade name,
service xxxx or logo, without the Sub-Transfer Agent's prior written consent,
which consent may not be unreasonably withheld. Except as otherwise expressly
provided for in this Agreement, the Sub-Transfer Agent shall not use any
trademark, trade name, service xxxx or logo of the Transfer Agent, the Fund, or
any variation of any such trademarks, trade names, service marks, or logos,
without the prior written consent of the Fund, as appropriate, which consent may
not be unreasonably withheld.
Section 18. Non-Exclusivity. Each of the parties acknowledges and agrees that
----------------
this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
Section 19. Records. The parties hereto agree to make and to maintain all
--------
records required of such party under this Agreement or applicable law and to
cooperate in good faith in providing records to one another pursuant to this
Agreement.
(a) Upon the request of the other parties to this Agreement, except as otherwise
prohibited by law, the Sub-Transfer Agent shall provide copies of all the
historical records relating to transactions between the Fund and the Plans,
written communications regarding the Fund to or from the Plans and other
materials, in each case (i) as are maintained by the Sub-Transfer Agent in the
ordinary course of its business, and (ii) as may reasonably be requested to
enable the other parties to this Agreement, or their representatives, including
without limitation its auditors or legal counsel, to (1) monitor and review the
Plan Services, (2) comply with any request of a
governmental body or self-regulatory organization or the Plans, (3) verify
compliance by the Sub-Transfer Agent with the terms of this Agreement, (4) make
required regulatory reports, (5) perform general customer supervision, or (6) as
required by Section 17Ad(7)(g) of the Exchange Act. The Sub-Transfer Agent
agrees that it will permit other parties to this Agreement or such
representatives of them to have reasonable access to its personnel and records
in order to facilitate the monitoring of the quality of the Plan Services.
(b) Upon the request of the Sub-Transfer Agent, the Fund shall, and the Fund
shall cause the Transfer Agent to, provide copies of all the historical records
relating to transactions between the Fund and the Accounts, written
communications regarding the Fund to or from the Accounts and other materials,
in each case (i) as are maintained by such party in the ordinary course of their
business, and (ii) as may reasonably be requested to enable the Sub-Transfer
Agent or its representatives, including without limitation its auditors or legal
counsel, to (1) comply with any request of a governmental body or
self-regulatory organization of the Plans, (2) verify compliance by the other
parties to this Agreement with the terms of this Agreement, (3) make required
regulatory reports, or (4) perform general customer supervision.
Section 20. Relationship of Parties: No Joint Venture, Etc. Except for the
-----------------------------------------------
limited purposes provided in this Agreement, it is understood and agreed that
all Plan Services performed hereunder by the Sub-Transfer Agent shall be as an
independent contractor and not as an employee or agent of the other parties to
this Agreement, and none of the parties shall hold itself out as an agent of any
other party with the authority to bind such party. Neither the execution nor
performance of this Agreement shall be deemed to create a partnership or joint
venture by and among any of the parties hereto nor give any rights to or create
any contractual obligations to any non-parties to this Agreement, including any
Plans, Plan Representatives and/or Plan Participants.
Section 21. Operations of Funds. In no way shall the provisions of this
--------------------
Agreement limit the authority of the Fund from taking such action as either may
deem appropriate or advisable in connection with all matters relating to the
operation of the Fund and the sale of shares of the Portfolios. In no way shall
the provisions of this Agreement limit the authority of the Sub-Transfer Agent
to take such action as it may deem appropriate or advisable in connection with
all matters relating to the provision of Plan Services or the shares of mutual
funds other than the Portfolios offered to the Plans.
Section 22. Survival. The provisions of Section 8(g), Section 9, Section 10,
---------
Section 12, and Section 16 of this Agreement shall survive termination of this
Agreement.
Section 23. Counterparts. This Agreement may be executed in one or more
-------------
counterparts, each of which shall be an original and all of which together shall
be deemed one and the same document.
Section 24. Severability. In case any one or more of the provisions contained in
-------------
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 25. Entire Agreement. This Agreement, including any Exhibits hereto,
-----------------
constitutes the entire agreement by and between the Sub-Transfer Agent and the
Fund with respect to the matters dealt with herein, and supersedes all previous
agreements, written or oral with respect to such matters.
Section 26. Limitation of Liability. A copy of the Fund's Declaration of Trust
------------------------
is on file with the Secretary of State of the Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
trustees and not individually and that the obligations of this instrument are
not binding upon any of the trustee, officers or shareholders of the Fund
individually, but binding any upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on their behalf by their duly authorized officers as of the day and year first
above written.
Attest: /s/ Xxxxx Xxxx NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxx Xxxx
-------------
Title: Vice President
Attest: /s/ Xxxxxxxxx Xxxxxx OAK ASSOCIATES FUNDS
By: /s/ Xxxxxx X'Xxxxxxx
--------------------
Title: Vice President
EXHIBIT A
PORTFOLIOS
Name of Portfolio Ticker
----------------- ------
White Oak Growth Stock Fund WOGSX
Pin Oak Aggressive Stock Fund POGSX
EXHIBIT B
PROCEDURES
(a) On any day the New York Stock Exchange (the "Exchange") is open for business
(a "Business Day"), the Sub-Transfer Agent may receive Instructions from the
Plan and/or Plan Representatives for each Plan for the purchase or redemption of
shares of the Portfolios based solely upon each Plan's receipt of Instructions
from Plan, Plan Representatives and/or Plan Participants prior to the Close of
Trading on that Business Day. Instructions in good order received by the
Sub-Transfer Agent prior to 4:00 p.m. Eastern time ("ET") on any given Business
Day, or earlier if the Exchange closes earlier than 4:00 p.m. ET on any given
Business Day, (the "Trade Date") and transmitted to the Fund's Transfer Agent by
no later than 7:00 a.m. ET on the Business Day following the Trade Date ("Trade
Date plus One" or "TD+1"), will be executed at the NAV ("Share Price") of each
applicable Portfolio, determined as of the Close of Trading on the prior
Business Day ("Effective Trade Date").
(b) By no later than 7:00 p.m. ET on each Business Day ("Price Communication
Time"), the Fund's Administrator will use its best efforts to communicate to the
Sub-Transfer Agent via electronic transmission acceptable to both parties, the
Share Price of each applicable Portfolio, as well as dividend and capital gain
information and, in the case of income funds, the daily accrual for interest
rate factor (mil rate), determined at the Close of Trading on that Business Day.
It is understood and agreed that, in the context of Section 22 of the 1940 Act
and the rules and public interpretations thereunder by the staff of the
Securities and Exchange Commission ("SEC Staff"), receipt by the Sub-Transfer
Agent of any Instructions from the Plan Representatives and/or Plan Participants
in a timely manner shall be deemed to be receipt by the Fund of such
Instructions solely for pricing purposes and shall cause purchases and sales for
the Plans to be deemed to occur at the Share Price for such Business Day, except
as provided in (d)(iii) below.
(c) As noted in Paragraph (a) above, by 7: 00 a.m. ET on TD+1 ("Instruction
Cutoff Time") and after the Sub-Transfer Agent has processed all approved Plan
Representative and/or Plan Participant activity, the Sub-Transfer Agent will
transmit to the Fund's Transfer Agent via electronic transmission or
system-to-system, and to the Fund's Transfer Agent, by an "auto fax" or by a
method acceptable to the Sub-Transfer Agent and the Fund's Transfer Agent, a
report (the "Instruction Report") detailing the Instructions that were received
by the Sub-Transfer Agent prior to the Fund's daily determination of Share Price
for each Portfolio (i.e., the Close of Trading) on each Business Day. The Fund's
Transfer Agent, upon successful receipt of the file containing the Instruction
Report, will transmit (system to system) a file acknowledging the receipt of the
file containing the Instruction Report. If the Fund's Transfer Agent does not
receive a successful file from the Sub-Transfer Agent, an acknowledgment file
will not be sent from the Fund's Transfer Agent. In the event the Sub-Transfer
does not receive an acknowledgment file within thirty (30) minutes of
transmission of the file containing the Instruction Report, Sub-Transfer Agent
will contact a Financial Control Representative at the
Fund's Transfer Agent to determine conclusively whether the Instruction Report
was received by the Fund's Transfer Agent or whether the Instruction Report
should be resubmitted via electric transmission or system-to-system. At the
present time, the Sub-Transfer Agent and the Fund's Transfer Agent have agreed
that the Sub-Transfer Agent will enter trades via the Terminal system to system
(i.e., by "TIP" files sent online to the Fund's Transfer Agent), by 7:00 a.m.
E.T. on TD+l.
(i) It is understood by the parties that all Instructions from the
Plan Representatives and/or Plan Participants shall be
received and processed by the Sub-Transfer Agent in accordance
with its standard transaction processing procedures that apply
to all investment options offered under the Plans. The
Sub-Transfer Agent shall maintain records sufficient to
identify the date and time of receipt of all Plan
Representative and/or Plan Participant transactions involving
the Portfolios and shall make such records available upon
reasonable request for examination by the Fund or its
designated representative or, at the request of the Fund, by
appropriate governmental authorities. Under no circumstances
shall the Sub-Transfer Agent change, alter or modify any
Instructions received by it in good order.
(ii) The Instruction Report shall state whether the Instructions
received by the Sub-Transfer Agent from the Plan
Representatives and/or Plan Participants by the Close of
Trading on such Business Day resulted in the Accounts being a
net purchaser or net seller of shares in each of the
Portfolios and shall indicate the net dollar value purchased
or net dollar value redeemed by each Account in each of the
Portfolios and the date of the transaction. On Business Days
where there are no Instructions in a Portfolio for an Account
or all the Accounts, the Instruction Report will so indicate.
Each transmission of Instructions by the Sub-Transfer Agent of
a net purchase or redemption Instruction relating to a
particular Portfolio and a Business Day shall constitute a
representation and covenant by the Sub-Transfer Agent that
such net purchase or redemption Instruction was based on Plan
Representative and/or Plan Participants transactions received
by the Sub-Transfer Agent prior to the Close of Trading (and
prior to the time the Share Price for each Portfolio) was
determined on such Business Day, and that each net purchase or
redemption Instruction included all such Plan Representative
and/or Plan Participant transactions so received by the Sub-
Transfer Agent. All Instructions will be communicated in U.S.
dollars.
(iii) As noted above, Instructions communicated by the Sub-Transfer
Agent to the Fund's Transfer Agent by mutually acceptable
means on any Business Day by the Instruction Cutoff Time will
be processed by the Fund's Transfer Agent at the Share Price
determined for each Portfolio as of the Close of Trading on
the Business Day on which the Sub-Transfer Agent received
those Instructions from the Plan Representatives and/or Plan
Participants (i.e., the Trade Date).
(iv) Following the completion of the transmission of any
Instructions by the Sub-Transfer Agent to the Fund's Transfer
Agent by the Instruction Cutoff Time, the Sub-Transfer Agent
will verify that the Instruction was received by the Fund's
Transfer Agent and trades are pending by utilizing the LOOKUP
request function, entering the function "TP" with the
Portfolio and Account number to see the pending trades. If
there has been an error in the entry of the Instruction, the
Sub-Transfer Agent can use the "BMAINT" function to delete the
incorrect trade. Thereafter, the Sub-Transfer Agent can
reenter the correct Instruction. Any rejected Instruction will
be communicated to the Sub-Transfer Agent.
(v) In the event that an Instruction transmitted by the
Sub-Transfer Agent on any Business Day is not received by the
Fund's Transfer Agent by the Instruction Cutoff Time, due to
mechanical difficulties or for any other reason beyond the
Sub-Transfer Agent's reasonable control, such Instruction
shall nonetheless be treated by the Fund's Transfer Agent as
if it had been received by the Instruction Cutoff Time,
provided that (a) the Sub-Transfer Agent retransmits such
Instruction by facsimile transmission to the Fund's Transfer
Agent and the Adviser and such Instruction is received by the
Transfer Agent's Financial Control representative no later
than 9:00 a.m. ET on TD+1; and (b) the Sub-Transfer Agent
places a phone call to a Financial Control representative of
the Fund's Transfer Agent prior to 9:00 a.m. ET on TD+1 to
advise the Fund's Transfer Agent that a facsimile transmission
concerning the Instruction is then being sent. In such
circumstance, the Sub-Transfer Agent shall transmit the
Instruction using the date and reason code applicable to the
transaction.
(vi) With respect to all instructions, the Transfer Agent's
Financial Control representative will manually adjust the
"supersheet" for the Effective Trade Date to reflect any
Instructions sent by the Sub-Transfer Agent. The Transfer
Agent will fax a copy of all Instructions and supersheets to
the Fund which will promptly verify that the supersheets
accurately reflect the Instructions received and the deletion
of yesterday's manually added Instructions or, if not,
immediately advise the Transfer Agent of any discrepancy.
(vii) Following the transmission of any Instructions to the Fund's
Transfer Agent, the Sub-Transfer Agent will verify that the
Instructions have been sent to the Fund's Transfer Agent and
that the Sub-Transfer Agent's transmission to Transfer Agent
has been received.
(viii) By no later than 9:00 a.m. on TD+2, and based on the
information transmitted to the Sub-Transfer Agent pursuant to
Section 5(a)(v) and Paragraph (c)(iv) above, the Sub-Transfer
Agent will use its best efforts to verify that all
Instructions provided to the Fund's Transfer Agent on TD+l
were accurately received and that the trades for each Account
were accurately completed and the Sub-Transfer Agent will use
its best efforts to promptly notify the Fund's Transfer Agent
of any discrepancies.
(d) As set forth below, upon the timely receipt from the Sub-Transfer
Agent of the Instruction Report, the Fund will execute the purchase or
redemption transactions (as the case may be) at the Share Price for each
Portfolio computed as of the Close of Trading on the Effective Trade Date.
(i) Except as otherwise provided herein, all purchase and
redemption transactions will settle on TD+1. Settlements will
be through net Federal Wire transfers between the trustee or
custodian for the Plans and a custodial account designated by
the Fund. In the case of Instructions which constitute a net
purchase order, settlement shall occur by the Sub-Transfer
Agent instructing the Plan Representative to initiate a wire
transfer by 1:00 p.m. ET on TD+1 to the custodian for the Fund
for receipt by the Fund's custodian by no later than the Close
of Business at the New York Federal Reserve Bank on TD+1,
causing the remittance of the requisite funds to cover such
net purchase order. In the case of Instructions which
constitute a net redemption order, settlement shall occur by
the Fund's Transfer Agent instructing the Fund's custodian to
initiate a wire transfer by 1:00 p.m. ET from on TD+1, from
the Fund's custodial accounts to the custodial accounts for
the Plans for their receipt by no later than the Close of
Business at the New York Federal Reserve Bank on the
Settlement Date, causing the remittance of the requisite funds
to cover such net redemption order. The Fund reserves the
right to (i) delay settlement of redemptions for up to five
(5) Business Days after receiving a net redemption order in
accordance with Section 22 of the 1940 Act and Rule 22c-I
thereunder, or (ii) suspend redemptions pursuant to the 1940
Act or as otherwise required by law. Settlements shall be in
U.S. dollars and a Portfolio may pay redemption proceeds in
whole or in part by a distribution in-kind of readily
marketable securities that it holds in lieu of cash in
conformity with applicable law or regulations.
(ii) The Fund agrees that shares shall be available for purchases
by the Plans so long as such shares are generally available
for purchase by the public. In the event that the Fund decides
to refuse an order for the purchase of shares, suspend the
sale of shares or withdraw the sale of shares of any or all of
the Funds, the Fund agrees to use commercially reasonable
efforts to provide the Sub-Transfer Agent with written notice
of its intention to refuse orders no later than 9:00 a.m.
Eastern time on the Business Day prior to the date of which
such orders will be refused.
(iii) The Sub-Transfer Agent, as record owner of each Account
("Record Owner"), will be provided with all written
confirmations required under federal and state securities laws
on a system to system basis by means of the Activity File
transmission. In this regard, confirmations will be made
available, system to system, by the Fund's Transfer Agent to
the Record Owner no later than 4:00 p.m. ET on TD+2.
(iii) On any Business Day when the Federal Reserve Wire Transfer
System is closed, all communication and processing rules will
be suspended for the settlement of Instructions. Instructions
will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open. The original TD+1
Settlement Date will not apply. Rather, for purposes of this
Paragraph (d)(iii) only, the Settlement Date will be the date
on which the Instruction settles.
(e) The Sub-Transfer Agent shall, upon the availability of any
confirmation or statement concerning the Accounts, promptly verify by use of the
Terminal the accuracy of the information contained therein against the
information contained in the Sub-Transfer Agent's internal recordkeeping system
and shall promptly advise the Fund's Transfer Agent in writing of any
discrepancies between such information. The Fund's Transfer Agent and the
Sub-Transfer Agent shall cooperate to resolve any such discrepancies as soon as
reasonably practicable.
(f) In the event of any error or delay with respect to the Procedures
outlined in Exhibit B herein: (i) which is caused by the Fund, the Fund's
Transfer Agent or its agents shall make any adjustments on the Fund's accounting
system necessary to correct such error or delay and the responsible party or
parties shall reimburse the Plan and the Sub-Transfer Agent for any losses or
reasonable costs incurred directly as a result of the error or delay but
specifically excluding any and all consequential punitive or other indirect
damages; or (ii) which is caused by the Sub-Transfer Agent or by any Plan
Representative, the Fund or its agent shall make any adjustment on the Fund's
accounting system necessary to correct such error or delay and the affected
party or parties shall be reimbursed by the Sub-Transfer Agent for any losses or
reasonable costs incurred directly as a result of the error or delay (or the
Sub-Transfer Agent shall make any adjustments on its recordkeeping system, if
appropriate), but specifically excluding any and all consequential punitive or
other indirect damages. In the event of any such adjustments on the Fund's
accounting system, the Sub-Transfer Agent shall make the corresponding
adjustments on its internal recordkeeping system. In the event that errors or
delays with respect to the Procedures are contributed to by more than one party
hereto, each party shall be responsible for that portion of the loss or
reasonable cost which results from its error or delay. THE PORTION OF ANY LOSS
OR COST FOR WHICH THE FUND IS RESPONSIBLE MAY BE ADJUSTED BETWEEN THE FUND AND
ITS AGENTS IN ACCORDANCE WITH THE AGREEMENT BETWEEN THE FUND AND SUCH AGENT
WHEREBY THE AGENCY IS CREATED. All parties agree to provide the other parties
prompt notice of any errors or delays of the type referred to herein and to use
reasonable efforts to take such action as may be appropriate to avoid or
mitigate any such costs or losses.
EXHIBIT C
The weekdays on which the Fund is closed for business are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
EXHIBIT D
The shares of each Portfolio listed in Exhibit A above are registered or
otherwise authorized for issuance and sale in the all fifty (50) states and the
District to Columbia.
EXHIBIT E
Notices
Notices required by this Agreement should be sent as follows:
If to the Fund: SEI Investments Company
Xxx Xxxxxxx Xxxxxx Xx
Xxxx, XX 00000
Attn: Legal Dept.
Phone: (000) 000-0000
Fax: (000) 000-0000
If to The Sub-Transfer Agent: Norwest Center
6th & Marquette
00xx xxxxx
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
