TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE SEVEN SEAS SERIES FUND
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Article 1 Terms of Appointment; Duties of the Bank . . . . . . . . .1
Article 2 Fees and Expenses. . . . . . . . . . . . . . . . . . . . .5
Article 3 Representations and Warranties of the Bank . . . . . . . .5
Article 4 Representations and Warranties of the Fund . . . . . . . .6
Article 5 Indemnification. . . . . . . . . . . . . . . . . . . . . .7
Article 6 Covenants of the Fund and the Bank . . . . . . . . . . . .10
Article 7 Termination of Agreement . . . . . . . . . . . . . . . . .11
Article 8 Additional Funds . . . . . . . . . . . . . . . . . . . . .11
Article 9 Assignment . . . . . . . . . . . . . . . . . . . . . . . .12
Article 10 Amendment. . . . . . . . . . . . . . . . . . . . . . . . .12
Article 11 Massachusetts Law to Apply . . . . . . . . . . . . . . . .12
Article 12 Merger of Agreement. . . . . . . . . . . . . . . . . . . .13
Article 13 Limitation of Liability. . . . . . . . . . . . . . . . . .13
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 11th day of April, 1988, by and between The Seven Seas
Fund Series Fund, a Massachusetts business trust, having its principal office
and place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in one series, The Seven
Seas Series Money Market Fund (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 8, being herein referred to as a Portfolio and
collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent and agent in connection with certain
other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual convenants herein contained, the
parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.01 Subject to the terms and conditions set forth in this Agreement, the Fund
on behalf of the Portfolios hereby employs and appoints the Bank to act as, and
the Bank agrees to act as its transfer agent for the authorized and issued
shares of beneficial interest of the Fund representing interests in each of the
respective Portfolios ("Shares"), dividend disbursing agent and in connection
with any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund ("Shareholders")
and set out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or periodic withdrawal
program.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
therefor
to the Custodian of the Fund authorized pursuant to the
Declaration of Trust of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation
therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio; and
(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) Record the issuance of Shares and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares
which are authorized, based upon data provided to it by
the Fund, and issued and outstanding. Bank shall also
provide the Fund on a regular basis with the total number
of Shares which are authorized and issued and outstanding
and shall have no obligation, when recording the issuance
of Shares, 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 Fund.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), the Bank shall: (i) perform all of the customary
services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating proxies, mailing
Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends
and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing
Shareholder account information and (ii) provide a system which will
enable the Fund to monitor the total number of Shares sold in each
State.
(c) In addition, the Fund shall (i) identify to the Bank in writing those
transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Bank for the Fund's blue sky State registration
status is solely limited to the initial establishment of transactions
subject to blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and the Bank.
Article 2 FEES AND EXPENSES
2.01 For performance by the Bank pursuant to this Agreement, the Fund agrees on
behalf of each of the Portfolios to pay the Bank an annual maintenance fee for
each Shareholder account as set out in the initial fee schedule attached hereto.
Such fees and out-of-pocket expenses and advances identified under Section 2.02
below may be changed from time to time subject to mutual written agreement
between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for out-of-pocket
expenses or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank
at the request or with the consent of the Fund, will be reimbursed by the Fund
on behalf of the applicable Portfolio.
2.03 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the mailing of the respective
billing notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all Shareholder accounts shall be advanced to the Bank by the
Fund at least seven (7) days prior to the mailing date of such materials.
Article 3 REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.03 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Bank that:
4.01 It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.04 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 on behalf of each
of the Portfolios is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares being offered for sale.
Article 5 INDEMNIFICATION
5.01 The Bank shall not be responsible for, and the Fund shall on behalf of the
applicable Portfolio indemnify and hold the Bank harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of the breach of
any representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors of
information, records and documents which (i) are received by the Bank
or its agents or subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared and/or maintained by the Fund or
any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund on behalf
of the applicable Portfolio.
(e) 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.
5.02 The Bank shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission to
act by the Bank as a result of the Bank's lack of good faith, negligence or
willful misconduct.
5.03 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction, information, data,
records or documents provided the Bank or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the Fund, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.04 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.06 In order that the indemnification provisions contained in this Article 5
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 COVENANTS OF THE FUND AND THE BANK
6.01 The Fund shall on behalf of each of the Portfolios promptly furnish to the
Bank the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices.
6.03 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, the Bank
agrees that all such records prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Fund on and in accordance
with its request.
6.04 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
Article 7 TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund
on behalf of the applicable Portfolio(s). Additionally, the Bank reserves the
right to charge for any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of three (3) months' fees.
Article 8 ADDITIONAL FUNDS
8.01 In the event that the Fund establishes one or more series of Shares in
addition to the Money Market Series with respect to which it desires to have
State Street render services as transfer agent under the terms hereof, it shall
so notify State Street in writing, and if State Street agrees in writing to
provide such services, such series of Shares shall become a Portfolio hereunder.
Article 9 ASSIGNMENT
9.01 Except as provided in Section 9.03 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03 The Bank may, without further consent on the part of the Fund, subcontract
for the performance hereof with (i) Boston Financial Data Services, Inc., a
Massachusetts corporation ("BFDS") which is duly registered as a transfer agent
pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 ("Section
17A(c)(1)"), (ii) a BFDS subsidiary duly registered as a transfer agent pursuant
to Section 17A(c)(1) or (iii) a BFDS affiliate; provided, however, that the Bank
shall be as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 10 AMENDMENT
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Trustees of the Fund.
Article 11 MASSACHUSETTS LAW TO APPLY
11.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
Article 12 MERGER OF AGREEMENT
12.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
Article 13 LIMITATION OF LIABILITY
13.01 The Master Trust Agreement dated October 3, 1987, as amended from time
to time, establishing the Fund, which is hereby referred to and a copy of which
is on file with the Secretary of The Commonwealth of Massachusetts, provides
that the name The Seven Seas Series Fund means the Trustees from time to time
serving (as Trustees but not personally) under said Master Trust Agreement. It
is expressly acknowledged and agreed that the obligations of the Fund hereunder
shall not be binding upon any of the Shareholders, Trustees, officers,
employees, or agents of the Fund, personally, but shall bind only the trust
property of the Fund, as provided in its Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees of the Fund
and signed by an officer of the Fund, acting as such, and neither such
authorization by such Trustees 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, but shall bind only the trust property of
the Fund as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly
authorized officers, as of the day and year first above written.
THE SEVEN SEAS SERIES FUND
By: /S/ XXXXXX X. XXXXX
Vice President
ATTEST:
/S/ XXXXXXX XXXXXXX
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /S/ SIGNATURE ILLEGIBLE
Vice President
ATTEST:
/S/ SIGNATURE ILLEGIBLE
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
-----------------------------------
TRANSFER AGENT FEE SCHEDULE
---------------------------
THE SEVEN SEAS SERIES MONEY MARKET FUND
---------------------------------------
SHAREHOLDER ACCOUNTING
----------------------
$5.00 for each shareholder transaction
OUT-OF-POCKET EXPENSES AT COST
Includes, but is not limited to: postage, transfer fees, stamp duties,
government taxes, wire fees, telexes, freight, telephones, etc.
Approved: /s/ Xxxxxx X. Xxxxx
--------------------
The Seven Seas Series Money Market Fund
Date: July 17, 1990
Approved: /s/ SIGNATURE ILLEGIBLE
------------------------
State Street Bank and Trust Company
Date: July 10, 1990
Effective Date: June 22, 0000
XXXXXX XXXXXXXXX
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, The Seven Seas Series Fund advises you that it is creating a new
series to be named The Seven Seas Series US Government Money Market Fund (the
"Fund") and that The Seven Seas Series Fund desires State Street Bank and Trust
Company to serve as transfer agent with respect to the Fund pursuant to the
terms and conditions of the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Fund shall be until
April 12, 1992.
Please acknowledge your acceptance of acting as Transfer Agent to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President and Chief Executive Officer
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/ Gustaff Fish, Jr.
----------------------
LETTER AGREEMENT
January 8, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating six new series to be named The Seven Seas Series Short Term Government
Bond Fund, The Seven Seas Series S&P 500 Index Fund, The Seven Seas Series S&P
Midcap Index Fund, The Seven Seas Series Matrix Synthesis Fund, The Seven Seas
Series International European Index Fund, and The Seven Seas Series
International Pacific Index Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1993.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/
------------------------
LETTER AGREEMENT
July 8, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating two new series to be named The Seven Seas Series Bond Market Fund and
The Seven Seas Series Yield Plus Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/
LETTER AGREEMENT
The Seven Seas Series US Treasury Money Market Fund
The Seven Seas Series US Treasury Obligations Fund
Transfer Agency and Service Agreement
January 6, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating two new series to be named The Seven Seas Series US Treasury Money
Market Fund and The Seven Seas Series US Treasury Obligations Fund (the "New
Funds") and that The Seven Seas Series Fund desires State Street Bank and Trust
Company to serve as Transfer Agent with respect to the New Funds pursuant to the
terms and conditions of the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1993.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/
------------------------
Vice President
LETTER AGREEMENT
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
Transfer Agency and Service Agreement
April 7, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 11,
1988, as amended, The Seven Seas Series Fund advises you that it is creating two
new series to be named The Seven Seas Series Growth and Income Fund and The
Seven Seas Series Intermediate Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the New Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the New Funds shall be
until April 12, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the New Funds
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Senior Vice President
LETTER AGREEMENT
The Seven Seas Series Prime Money Market Portfolio
The Seven Seas Series Emerging Markets Fund
Transfer Agency and Service Agreement
January 19, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Prime Money Market Portfolio
and The Seven Seas Series Emerging Markets Fund (the "Portfolios") and that The
Seven Seas Series Fund desires State Street Bank and Trust Company to serve as
Transfer Agent with respect to the Portfolios pursuant to the terms and
conditions of the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Portfolios shall be
until April 6, 1994.
Please acknowledge your acceptance of acting as Transfer Agent to the Portfolios
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/ Gustaff Fish, Jr.
----------------------
Senior Vice President
LETTER AGREEMENT
The Seven Seas Series Tax Free Money Market Fund
Transfer Agency and Service Agreement
July 13, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that it is
creating a new series to be named The Seven Seas Series Tax Free Money Market
Fund, Class A, Class B and Class C ("Tax Free Fund") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the Tax Free Fund pursuant to the terms and conditions of
the Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Tax Free Fund shall be
until April 12, 1995.
Please acknowledge your acceptance of acting as Transfer Agent to the Tax Free
Fund by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxx
Executive Vice President
LETTER AGREEMENT
The Seven Seas Series Real Estate Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Active International Fund
Transfer Agency and Service Agreement
October 25, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated as of
April 11, 1988, as amended, The Seven Seas Series Fund advises you that (1) it
is creating a new series to be named The Seven Seas Series Real Estate Equity
Fund, (2) it has changed the investment objective and policies of The Seven Seas
Series Midcap Index Fund and renamed it The Seven Seas Series Small Cap Fund,
and (3) it has changed the investment objective and policies of The Seven Seas
Series International European Index Fund and renamed it The Seven Seas Series
Active International Fund (collectively, the "Funds"), and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Transfer
Agent with respect to the Funds pursuant to the terms and conditions of the
Transfer Agency and Service Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Funds shall be until
April 12, 1995.
Please acknowledge your acceptance of acting as Transfer Agent to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
President
ACKNOWLEDGED AND ACCEPTED
-------------------------
State Street Bank and Trust Company
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------
Executive Vice President
STATE STREET BANK AND TRUST COMPANY
-----------------------------------
TRANSFER AGENT FEE SCHEDULE
---------------------------
THE SEVEN SEAS SERIES FUNDS
---------------------------
SHAREHOLDER ACCOUNTING
----------------------
$4.00 for each shareholder transaction
OUT-OF-POCKET EXPENSES AT COST
Includes, but is not limited to: postage, transfer fees, stamp duties,
government taxes, wire fees, telexes, freight, telephones, etc.
Approved: /S/ SIGNATURE ILLEGIBLE
The Seven Seas Series Funds
Date: 02/21/95
Approved: /S/ GUSTAFF FISH, JR.
State Street Bank and Trust Company
Date: 02/14/95
Effective Date: January 1, 0000
XXXXX XXXXXX XXXX AND TRUST COMPANY
TRANSFER AGENT FEE SCHEDULE
THE SEVEN SEAS SERIES FUNDS
SHAREHOLDER ACCOUNTING
$2.00 for each shareholder transaction
OUT-OF-POCKET EXPENSES AT COST
Includes, but is not limited to: postage, transfer fees, stamp duties,
government taxes, wire fees, telexes, freight, telephones, etc.
Approved: /s/ Xxxx X. Xxxxxxxx
-----------------------------
The Seven Seas Series Funds
Date: July 19, 1995
Approved: /s/ Xxxxxxx X. Xxxx, XX.
-----------------------------------
State Street Bank and Trust Company
Date: June 30, 1995
Effective Date: July 1, 1995
