RETAIL TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT is made as of this 28th day of February, 1992, by and
between The Pillar Funds (the "Trust"), a Massachusetts business trust, and SEI
Financial Management Corporation (the "Transfer Agent" or "SEI"), a Delaware
corporation.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Transfer Agent is a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Trust desires the Transfer Agent to provide, and the
Transfer Agent is willing to provide retail transfer agent and shareholder
servicing services to the Trust's portfolios listed in Schedule A which is
attached hereto and made a part of this Agreement, and such other portfolios, or
classes of portfolios, as the Trust and the Transfer Agent may agree on
("Portfolios"), on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Transfer Agent hereby agree as follows:
ARTICLE 1. Retention of the Transfer Agent. The Trust hereby retains the
Transfer Agent to act as the Transfer Agent and Shareholder Servicing Agent of
the Portfolios and to furnish the Portfolios with the retail transfer agent and
shareholder servicing services as set forth below. The Transfer Agent hereby
accepts such employment to perform the duties set forth below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust. All of the Transfer Agent's duties shall be
subject always to the objectives, policies and restrictions contained in the
Trust's current registration statement under the 1940 Act, to the Trust's
Declaration of Trust and By-Laws, to the provisions of the 1940 Act, and to any
other guidelines that may be established by the Trust's Trustees and which are
furnished to the Transfer Agent by the Trust.
ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as
Transfer Agent for the Portfolios' retail accounts and, as such, will record in
an account (the "Account") the total number of units of beneficial interest
("Shares") of each Portfolio issued and outstanding from time to time and will
maintain Share transfer records in which it will note the names and registered
addresses of Shareholders, and the number of Shares from time to time owned by
each of them. Each Shareholder will be assigned one or more account numbers.
The Transfer Agent is authorized to set up accounts for shareholders and
record transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in an appropriate amount and form as
provided in the Trust's then current prospectus. The Trust will not issue
certificates representing its Shares. Whenever Shares are purchased or issued,
the Transfer Agent shall credit the Account with the Shares issued, and credit
the proper number of Shares to the appropriate Shareholder.
Likewise, whenever the Transfer Agent has occasion to redeem Shares
owned by a Shareholder, the Trust authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Trust's Custodian of the receipt of funds
through the Federal Reserve wire system or conversion into Federal funds of
funds transmitted by other means for the purchase of Shares in accordance with
the Trust's current prospectus, the Transfer Agent shall notify the Trust of
such deposits on a daily basis.
The Transfer Agent shall credit each Shareholder's account with the
number of units purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Trust's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
wired in Federal funds.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be as provided for
in the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Trust and the Transfer Agent.
If the Transfer Agent or the Trust's Distributor determines that a
request for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall
effect such redemption at the price next determined after receipt of documents
complying with said standards.
On each day that the Trust's Custodian and the New York Stock Exchange
are open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of this Article 2, and the Trust shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as
to purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities and Exchange Commission or the Trustees of the
suspension of the determination of the Trust's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion
of counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Trust warrants that it has or shall deliver to the Transfer Agent,
as transfer agent:
(a) a copy of the Declaration of Trust of the Trust, incorporating all
amendments thereto, certified by the Secretary or Assistant
Secretary of the Trust;
(b) an opinion of counsel to the Trust with respect to (i) the legality
and continuing existence of the Trust, (ii) the legality of its
outstanding Shares of beneficial interest, and (iii) the number of
Shares authorized for issuance and stating that upon issuance they
will be validly issued and non-assessable; and
(c) the Trust's Secretary's or Assistant Secretary's certificate as to
the authorized outstanding Shares of the Trust, its address to which
notices may be sent, the names and specimen signatures of its
officers who are authorized to sign instructions or requests to the
Transfer Agent on behalf of the Trust, and the name and address of
legal counsel to the Trust. In the event of any future amendment or
change in respect of any of the foregoing, prompt written
notification of such change shall be given by the Trust to the
Transfer Agent, together with copies of all relevant resolutions,
instruments or other documents, specimen signatures, certificates,
opinions or the like as the Transfer Agent may deem necessary or
appropriate.
ARTICLE 3. Dividend Disbursing Agent. The Transfer Agent shall act as
Dividend Disbursing Agent for the Trust's retail accounts and, as such, in
accordance with the provisions of the Trust's Declaration of Trust and then
current prospectus, shall prepare and wire or credit income and capital gains
distributions to Shareholders (or instruct the Custodian to do so) after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable rules or regulations.
The Trust agrees that it shall promptly inform the Transfer Agent of the
declaration of any dividend or distribution on its Shares, and that on or before
the payment date of a distribution, it shall instruct the Custodian to make
available, at the instruction of the Dividend Disbursing Agent, sufficient funds
for the cash amount to be paid out. If a Shareholder is entitled to receive
additional Shares by virtue of any such distribution or dividend, appropriate
credits will be made to the Shareholder's account.
In accordance with the prospectuses of the Portfolios and such
procedures as mutually agreed upon by the Trust, the Transfer Agent and the
Custodian, the Transfer Agent shall (a) arrange for issuance of shares obtained
through the Right of Accumulation, if any, and (b) arrange for the exchange of
shares for shares of such other funds as may be designated by the Trust.
ARTICLE 4. Other Services. The Transfer Agent will perform other
services for the Trust as agreed from time to time, including, but not limited
to, preparation and mailing of appropriate federal income tax forms and returns
to the Internal Revenue Service, other appropriate taxing authorities and
shareholders as the Trust is so required to prepare, file or mail by applicable
laws, rules and regulations; mailing the annual reports of the Trust to the
Shareholders; preparing an annual list of Shareholders; furnishing the Trust
with such reports regarding the sale and redemption of Shares as may be required
in order to comply with federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements to the Shareholders, for
all of which the Trust will pay the Transfer Agent's out-of-pocket expenses. In
addition, the Transfer Agent shall make reports to the Trust's Trustees
concerning the performance of its obligations hereunder.
ARTICLE 5. Compensation of the Transfer Agent.
(A) Transfer Agent. For the services to be rendered, the facilities
furnished and the expenses assumed by the Transfer Agent pursuant to
this Agreement, the Trust shall pay to the Transfer Agent
compensation at an annual rate specified in the Schedule B which is
attached hereto and
made a part of this Agreement. Such compensation shall be accrued
daily, and paid to the Transfer Agent monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Transfer
Agent's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above. Payment of the
Transfer Agent's compensation for the preceding month shall be made
promptly.
(B) Survival of Compensation Rights. All rights of compensation under
this Agreement for services performed as of the termination date
shall survive the termination of this Agreement.
ARTICLE 6. Limitation of Liability of the Transfer Agent. The duties of
the Transfer Agent shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Transfer Agent
hereunder. The Transfer Agent shall not be liable for any error of judgment or
mistake of law or for any act or omission in carrying out its duties hereunder,
except a loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or modified hereby.
(As used in this Article 7, the term "Transfer Agent" shall include directors,
officers, employees, sub-contracts and other corporate agents of the Transfer
Agent as well as that corporation itself).
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Trust assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses
and attorney's fees) arising directly or indirectly out of said administration,
transfer agency, and dividend disbursing relationships to the Trust or any other
service rendered to the Trust hereunder. The indemnity and defense provisions
set forth herein shall indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Transfer Agent
harmless, the Trust shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood that the
Transfer Agent will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Trust, but
failure to do so in good faith shall not effect the rights hereunder.
The Transfer Agent may apply to the Trust at any time for instructions
and may consult counsel for the Trust or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Transfer Agent's duties, and the Transfer Agent shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.
The Transfer Agent shall be protected in acting upon any document which
it reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Transfer Agent be held to have notice of
any change of authority of any officers, employee or agent of the Trust until
receipt of written notice thereof from the Trust.
ARTICLE 7. Activities of the Transfer Agent. The services of the
Transfer Agent rendered to the Trust are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the Transfer
Agent, as directors, officers, employees and shareholders or otherwise and that
directors, officers, employees and shareholders of the Transfer Agent and its
counsel are or may be or become similarly interested in the Trust, and that the
Transfer Agent may be or become interested in the Trust as a Shareholder or
otherwise.
ARTICLE 8. Term of this Agreement. This Agreement shall remain in effect
for five years after the date of the Agreement and shall continue in effect for
successive periods of two years subject to review at least annually by the
Trustees of the Trust. SEI reserves the right to terminate this Agreement if the
Administration Agreement between the Trust and SEI is terminated for any reason.
Upon termination of this Agreement all out-of-pocket expenses associated with
the movement of records and material will be borne by the Trust.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 9. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Transfer Agent may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 10. Trustees' Liability. A copy of the Declaration of Trust of
the 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 of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or Shareholders of the Trust individually, but binding only upon the
assets and property of the Trust.
ARTICLE 11. Certain Records. The Transfer Agent shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Transfer Agent
on behalf of the Trust shall be prepared and maintained at the expense of the
Transfer Agent, but shall be the property of the Trust and will be made
available to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Transfer Agent shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Transfer Agent may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Transfer Agent against such liability.
ARTICLE 12. Definitions of Certain Terms. The terms "interested person"
and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 13. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX, and if to the
Transfer Agent at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX.
ARTICLE 14. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 15. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
THE PILLAR FUNDS
By: /s/ illegible signature
---------------------------------------
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ illegible signature
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Vice President
SCHEDULE A
TO THE TRANSFER AGENT AND SHAREHOLDER
SERVICES AGREEMENT DATED FEBRUARY 28, 1992
BETWEEN
THE PILLAR FUNDS
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to the Preamble, the Transfer Agent shall provide services to
the following Portfolios:
U.S. Treasury Securities Money Market Portfolio
Prime Obligation Money Market Portfolio
Tax-Exempt Money Market Portfolio
Short-Term Investment Portfolio
Fixed Income Portfolio
New Jersey Municipal Securities Portfolio
Intermediate-Term Government Securities Portfolio
Equity Growth Portfolio
Equity Income Portfolio
Equity Aggressive Growth Portfolio
Balanced Growth Portfolio
SCHEDULE B
TO THE TRANSFER AGENT AND SHAREHOLDER
SERVICES AGREEMENT DATED FEBRUARY 28, 1992
BETWEEN
THE PILLAR FUNDS
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 6, Section A, the Trust shall pay the Transfer Agent
compensation at the rate of:
$19.00 per year for each money market account
$15.00 per year for each non-money market account
with a minimum of $18,000 per year for each portfolio
Plus all out-of-pocket costs, including, but not limited to: forms,
stationery, postage, toll-free telephone lines, voice response
systems, proxies, microfilm, microfiche, offsite storage, checkwriting
books, terminals, and any expense incurred at the request of the
Trust such as custom programming.
