SUB-TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made as of this 5th day of September, 2001, by and
between SEI INVESTMENTS FUND MANAGEMENT (the "Transfer Agent" or "SEI"), a
Delaware business trust, and FORUM SHAREHOLDER SERVICES, LLC, a Delaware limited
liability company ("Forum").
WHEREAS, the Transfer Agent is a transfer agent registered under the
Securities Exchange Act of 1934, as amended (the "1934 Act"); and
WHEREAS, the Transfer Agent and the CNI Charter Funds (the "Trust") are
parties to a Transfer Agent Agreement dated April 1, 1999 (the "Transfer Agent
Agreement");
WHEREAS, the Transfer Agent desires Forum to provide, and Forum is
willing to provide, certain transfer agent services to the registered owners of
shares (the "Shareholders") of 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 Transfer Agent and Forum 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 Transfer Agent and Forum hereby agree as follows:
ARTICLE 1. Retention of Forum. The Transfer Agent hereby retains Forum
to act as the transfer agent of the Portfolios listed on Schedule A and to
furnish the Portfolios with the transfer agent services as set forth below.
Forum hereby accepts such employment to perform the duties set forth below.
Forum 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 Transfer Agent in any way and shall not be
deemed an agent of the Transfer Agent. All of Forum's duties shall be subject
always to the objectives, policies and restrictions contained in the Trust's
current registration statement under the Investment Company Act of 1940, as
amended (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 Forum by the
Transfer Agent or the Trust.
The Transfer Agent warrants that it has or shall deliver to Forum:
(a) a certified copy of the resolution of the Board of Trustees of
the Trust authorizing the appointment of Forum and the
execution and delivery of this Agreement.
(b) a copy of the Declaration of Trust of the Trust, incorporating
all amendments thereto, certified by the Secretary or
Assistant Secretary of the Trust (collectively, as amended
from time to time, "Organic Documents");
(c) 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 (the
"Shares"), and (iii) the number of Shares authorized for
issuance and stating that upon issuance they will be validly
issued and nonassessable;
(d) the names and specimen signatures of its officers who are
authorized to sign instructions or requests to Forum on behalf
of the Portfolios, and the name and address of legal counsel
to the Trust; and
(e) (i) the Portfolio's Registration Statement and all amendments
thereto filed with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), or the 1940 Act (the "Registration
Statement"), (ii) the Portfolio's current Prospectus and
Statement of Additional Information (collectively, as
currently in effect and as amended or supplemented, the
"Prospectus"), (iii) each current plan of distribution or
similar document adopted by the Trust under Rule 12b-1 under
the 1940 Act ("Plan") and each current shareholder service
plan or similar document adopted by the Portfolios ("Service
Plan"), and (iv) all applicable procedures adopted by the
Portfolios, and shall promptly furnish Forum with all
amendments of or supplements to the foregoing.
ARTICLE 2. Duties of Forum.
(a) Forum will act as transfer agent for the Portfolios' 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.
(b) Forum 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 Portfolio's then current prospectus. Whenever Shares are
purchased or issued, Forum shall credit the Account with the Shares issued, and
credit the proper number of Shares to the appropriate Shareholder.
(c) Likewise, whenever Forum has occasion to redeem Shares owned by a
Shareholder, the Trust authorizes Forum to process the transaction by making
appropriate entries in its Share transfer records and debiting the Account.
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(d) Upon notification by the custodian of the applicable Portfolio (the
"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 Portfolio's current prospectus, Forum
shall notify the Transfer Agent of such deposits on a daily basis.
(e) Forum 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 Portfolio's then current
prospectus. Forum 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.
(f) 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 Forum and the Transfer Agent.
(g) If Forum or the Portfolio's distributor determines that a request
for redemption does not comply with the requirements for redemption, Forum 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.
(h) Forum shall produce a confirmation statement reflecting each
purchase or redemption transaction and each dividend posting. Confirmation
statements will be mailed or transmitted on the next business day following the
transaction.
(i) On each day that the Custodian and the New York Stock Exchange are
open for business ("Business Day"), Forum 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 Transfer Agent shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
(j) The authority of Forum to perform its responsibilities as to
purchases and redemptions shall be suspended upon receipt by it of notification
from the SEC or the Trustees of the suspension of the determination of the
Portfolio's net asset value.
(k) In registering transfers, Forum 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.
(l) Without limiting the generality of the foregoing, Forum agrees to
perform the following specific services for the Portfolios on behalf of the
Transfer Agent:
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(i) provide the 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) that are customary for open-end management investment
companies including: (A) maintaining all Shareholder accounts, (B) preparing
Shareholder meeting lists, (C) mailing proxies and related materials to
Shareholders, (D) mailing Shareholder reports and prospectuses to current
Shareholders, (E) withholding taxes on U.S. resident and non-resident alien
accounts, (F) preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required by federal authorities with respect to distributions
for Shareholders, (G) 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, (H) preparing and mailing
activity statements for Shareholders, and (I) providing Shareholder account
information;
(ii) receive for acceptance orders for the purchase of Shares and promptly
deliver payment and appropriate documentation therefor to the Custodian;
(iii) pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
(iv) receive for acceptance redemption requests and deliver the appropriate
documentation therefor to the Custodian;
(v) as and when it receives monies paid to it by the Custodian with respect to
any redemption, pay the redemption proceeds as required by the prospectus
pursuant to which the redeemed Shares were offered and as instructed by the
redeeming Shareholders and debit each shareholder's account by the number of
shares redeemed;
(vi) effect transfers of Shares upon receipt of appropriate instructions from
Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the Portfolio
with respect to Shares;
(viii) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales charges,
and service fees (i.e., wire redemption charges) and prepare and transmit
payments to underwriters, selected dealers and others for commissions and
service fees received;
(ix) track shareholder accounts by financial intermediary source and otherwise
as reasonably requested by the Transfer Agent or the Trust and provide periodic
reporting to the Transfer Agent or the Trust or its administrator or other
agent;
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(x) maintain records of account for and provide reports and statements to the
Portfolios and its Shareholders as to the foregoing;
(xi) record the issuance of Shares of the Portfolios and maintain pursuant to
Rule 17Ad-10(e) under the 1934 Act a record of the total number of Shares of the
Portfolios, that are authorized, based upon data provided to it by the Transfer
Agent or the Trust and are issued and outstanding and provide the Transfer Agent
and the Trust on a regular basis a report of the total number of Shares that are
authorized and the total number of Shares that are issued and outstanding;
(xii) provide a system which will enable the Transfer Agent and the Trust to
calculate the total number of Shares of the Portfolios and Class thereof sold in
each State;
(xiii) monitor and make appropriate filings with respect to the escheatment laws
of the various states and territories of the United States; and
(xiv) oversee the activities of proxy solicitation firms.
(m) Forum shall receive and tabulate proxy votes, coordinate the
tabulation of proxy and shareholder meeting votes and perform such other
additional services as may be specified from time to time by the Transfer Agent
or the Trust, all pursuant to mutually acceptable compensation and
implementation agreements.
(n) The Transfer Agent or the Trust's administrator or other agent (i)
shall identify to Forum in writing those transactions and assets to be treated
as exempt from reporting for each state and territory of the United States and
for each foreign jurisdiction (collectively "States") and (ii) shall monitor the
sales activity with respect to Shareholders domiciled or resident in each State.
The responsibility of Forum for the Portfolio's State registration status is
solely limited to the reporting of transactions to the Portfolio, and Forum
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
Trust's administrator or other agent.
(o) Forum shall establish and maintain facilities and procedures
reasonably acceptable to the Transfer Agent and the Trust for the safekeeping,
control, preparation and use of share certificates, check forms, and facsimile
signature imprinting devices. Forum shall establish and maintain facilities and
procedures reasonably acceptable to the Transfer Agent and the Trust for
safekeeping of all records maintained by Forum pursuant to this Agreement.
(p) Forum shall cooperate with the Portfolios' independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
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(q) Except with respect to Forum's duties as set forth in this Section
2 and except as otherwise specifically provided herein, Forum shall have no
responsibility for ensuring that the Portfolios comply with all applicable
requirements of the Securities Act, the 1940 Act and any laws, rules and
regulations of governmental authorities with jurisdiction over the Portfolios.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and regulations promulgated under authority of the law
and all official interpretations of such law or rules or regulations.
(r) In addition to the services described above, Forum shall also
provide the following services for the Portfolios: (i) omnibus transactions
processing and reconciliation; (ii) production and maintenance of system
reports; (iii) transmission monitoring and processing of NSCC Fund/Serv
transactions; (iv) NAV and dividend rate nightly updates; (v) month end dividend
processing; (vi) capital gains processing, if needed; (vii) production of
confirms and statements; (viii) production, printing and storage of system
reports; (ix) maintenance of all dealer files; and (x) production of monthly
12(b)-1.
ARTICLE 3. Share Purchases; Eligibility to Receive Distributions.
(a) Shares shall be issued in accordance with the terms of the
applicable Portfolio's prospectus after Forum or its agent receives either:
(i) (A) an instruction directing investment in the Portfolio, (B) a
check (other than a third party check) or a wire or other electronic
payment in the amount designated in the instruction and (C), in the
case of an initial purchase, a completed account application; or
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(b) Shares issued in a Portfolio after receipt of a completed purchase
order shall be eligible to receive distributions of the Portfolio at the time
specified in the prospectus pursuant to which the Shares are offered.
(c) Shareholder payments shall be considered Federal Funds no later
than on the day indicated below unless other times are noted in the prospectus
of the Portfolios listed on Schedule A:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System,
on the next Portfolio business day following receipt of the check; and
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(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as Forum is credited with Federal
Funds with respect to that check.
ARTICLE 4. Compensation of Forum.
(a) Forum. For the services to be rendered, the facilities furnished
and the expenses assumed by Forum pursuant to this Agreement, the Trust shall
pay to Forum 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 Forum monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, Forum'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 Forum's compensation for the preceding month shall be made promptly.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Transfer Agent agrees to reimburse Forum for the expenses set
forth in Schedule B hereto. In addition, the Transfer Agent shall reimburse
Forum for all reasonable incurred expenses and employee time (at 150% of salary)
attributable to any review of the Trust's accounts and records by the Trust's
independent accountants or any regulatory body outside of routine and normal
periodic reviews. Should the Transfer Agent exercise its right to terminate this
Agreement, the Transfer Agent shall reimburse Forum for all reasonable incurred
out-of-pocket expenses and employee time (at 150% of salary) associated with the
copying and movement of records and material to any successor person and
providing assistance to any successor person in the establishment of the
accounts and records necessary to carry out the successor's responsibilities.
(c) 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 5. Representations and Warranties.
(a) Forum represents and warrants to the Transfer Agent that:
(i) It is a limited liability company duly organized and existing and
in good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of
Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties under
this Agreement;
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(iv) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(v) It has access to the necessary facilities, equipment, and personnel
to perform its duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of Forum, enforceable against Forum
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties; and
(vii) It is registered as a transfer agent under Xxxxxxx 00X xx xxx
0000 Xxx.
(x) The Transfer Agent represents and warrants to Forum that:
(i) It is a business trust duly organized and existing and in good
standing under the laws of Delaware;
(ii) It is empowered under applicable laws and by its Organic Documents
to enter into this Agreement and perform its duties under this
Agreement;
(iii) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(iv) Each Portfolio is an open-end diversified management investment
company registered under the 1940 Act;
(v) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Transfer Agent, enforceable
against the Transfer Agent in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and
secured parties; and
(vi) A registration statement under the Securities Act 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 of the Portfolios and Classes of the Trust being offered
for sale.
ARTICLE 6. Limitation of Liability of Forum; Indemnification
Provisions.
(a) The duties of Forum shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Forum
hereunder. Forum shall not be
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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 6, the term
"Forum" shall include directors, officers, employees, sub-contracts and other
corporate agents of Forum as well as that corporation itself).
(b) So long as Forum does not violate the standard of care set forth
herein and is not otherwise negligent in the performance of its duties, the
Transfer Agent assumes full responsibility and shall indemnify Forum 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 transfer agency and dividend
disbursing relationships to the Portfolios or any other service rendered to the
Portfolios hereunder. The indemnity and defense provisions set forth herein
shall indefinitely survive the termination of this Agreement.
(c) Forum shall indemnify and hold the Transfer Agent 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 losses, liabilities or damages resulting from the willful
misfeasance, bad faith or gross negligence of Forum of said transfer agency and
dividend disbursing relationships to the Portfolios or any other service
rendered to the Portfolios hereunder. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
(d) In order that the indemnification provision contained herein shall
apply, however, it is understood that if in any case an indemnifying party (the
"Indemnifying Party") may be asked to indemnify or hold an indemnified party
(the "Indemnified Party") harmless, the Indemnifying Party shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Indemnified Party will use all reasonable
care to identify and notify the Indemnifying Party promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Indemnified Party, but failure to do so in
good faith shall not effect the rights hereunder.
(e) Forum may apply to the Trust or the Transfer Agent at any time for
instructions and may consult counsel for the Trust or the Transfer Agent or its
own counsel and with accountants and other experts with respect to any matter
arising in connection with Forum's duties, and Forum 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.
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(f) Forum 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 Forum shall not be held to have notice of
any change of authority of any officers, employee or agent of the Trust or the
Transfer Agent until receipt of written notice thereof from the Trust or the
Transfer Agent.
ARTICLE 7. Activities of Forum. The services of Forum rendered to the
Portfolios are not to be deemed to be exclusive. Forum is free to render such
services to others and to have other businesses and interests.
ARTICLE 8. Term of this Agreement.
(a) This Agreement shall become effective with respect to each Portfolio or
Class listed on Schedule A on the earlier of the date on which the Registration
Statement relating to the Shares of the Portfolios or Class becomes effective or
the date of the commencement of operations of the Portfolios or Class. This
Agreement shall continue in effect with respect to the Portfolios or Classes
until terminated, so long as such continuance is specifically approved by the
vote of a majority of the Trustees of the Trust. SEI reserves the right to
terminate this Agreement if the Transfer Agent Agreement is terminated for any
reason.
(b) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty (i) by the Board on sixty (60) days'
written notice to Forum or (ii) by Forum on sixty (60) days' written notice to
the Transfer Agent. Any termination shall be effective as of the date specified
in the notice. Upon notice of termination of this Agreement by either party,
Forum shall promptly transfer to the successor sub-transfer agent the original
or copies of all books and records maintained by Forum under this Agreement
including, in the case of records maintained on computer systems, copies of such
records in machine-readable form, and shall cooperate with, and provide
reasonable assistance to, the successor sub-transfer agent in the establishment
of the books and records necessary to carry out the successor sub-transfer
agent's responsibilities.
(c) In the event of a material breach of this Agreement by either
party, the non-breaching party shall notify the breaching party in writing of
such breach and upon receipt of such notice, the breaching party shall have 45
days to remedy the breach or the non-breaching party may terminate this
Agreement immediately.
(d) This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 9. Amendments. This Agreement may be materially 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
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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
Forum 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. Certain Records. Forum 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 Forum on behalf of the Portfolios shall
be prepared and maintained at the expense of Forum, but shall be the property of
the Trust and will be made available to or surrendered promptly to the Transfer
Agent or the Trust on request.
In case of any request or demand for the inspection of such records by
another party, Forum shall notify the Transfer Agent and follow the Transfer
Agent's instructions as to permitting or refusing such inspection; provided that
Forum 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 Transfer Agent has
agreed to indemnify Forum against such liability.
ARTICLE 11. 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 Transfer Agent, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX, and if
to Forum, attention: Director, at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000.
ARTICLE 12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 13. 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.
ARTICLE 14. Force Majeure. Forum shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control including, without limitation, acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical
breakdowns,
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flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails or any transportation medium, communication system or power supply.
ARTICLE 15. Taxes. Forum shall not be liable for any taxes, assessments
or governmental charges that may be levied or assessed on any basis whatsoever
in connection with the Trust or any Shareholder or any purchase of Shares,
excluding taxes assessed against Forum for compensation received by it under
this Agreement.
ARTICLE 16. Business Day. Nothing contained in this Agreement is
intended to or shall require Forum, in any capacity hereunder, to perform any
functions or duties on any day other than a Business Day. Functions or duties
normally scheduled to be performed on any day which is not a Business Day shall
be performed on, and as of, the next Business Day, unless otherwise required by
law.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
SEI INVESTMENTS FUND MANAGEMENT
By:___________________
FORUM SHAREHOLDER SERVICES, LLC
By:__________________
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SCHEDULE A
TO THE SUB-TRANSFER AGENT AGREEMENT
DATED APRIL 5, 2005
BETWEEN
SEI INVESTMENTS FUND MANAGEMENT
AND
FORUM SHARHOLDER SERVICES, LLC
Pursuant to the Preamble, the Transfer Agent shall provide
services to the following Portfolios:
CNI RCB Small Cap Value Fund -- Class R Shares
AHA Diversified Equity Fund -- Class A, Institutional Class
AHA Limited Maturity Fixed Income Fund -- Class A, Institutional Class
AHA Full Maturity Fixed Income Fund -- Class A, Institutional Class
AHA Balanced Fund -- Class A, Institutional Class
AHA Socially Responsible Equity Fund -- Class A, Institutional Class
A-1
SCHEDULE B
TO
THE SUB-TRANSFER AGENT AGREEMENT DATED SEPTEMBER 5, 2001
BETWEEN
SEI INVESTMENTS FUND MANAGEMENT
AND
FORUM SHAREHOLDER SERVICES, LLC
(i) Base Fee:
Fees per CUSIP............................................$14,000/year
(ii) Shareholder Account Fees:
Fees per open account..................................$18/account/year
Shareholder account fees are based upon the number of Shareholder
accounts as of the last Fund Business Day of the prior month.
(iii) Out-Of-Pocket and Related Expenses:
The Trust, on behalf of the applicable Fund, shall reimburse Forum for
all out-of-pocket and ancillary expenses in providing the services
described in this Agreement, including but not limited to the cost of
(or appropriate share of the cost of): (i) statement, confirmation,
envelope and stationary stock, (ii) share certificates, (iii) printing
of checks and drafts, (iv) postage, (v) telecommunications, (vi) NSCC
Mutual Fund Service Member fees and expenses, (vii) banking fees and
expenses, (viii) outside proxy solicitors and tabulators, (ix) proxy
solicitation fees and (x) microfilm, microfiche and imaging. In
addition, any other expenses incurred by Forum at the request or with
the consent of the Trust, will be reimbursed by the Trust on behalf of
the applicable Fund.
B-1
