(9)(f) Form of Transfer Agent Agreement to be between Registrant and
Fund/Plan Services, Inc.
TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the day of February , 1996,
made by and between The Milestone Funds, a business trust (the "Trust")
duly organized and existing under the laws of the State of Delaware and
operating as a registered investment company under the Investment Company
Act of 1940, as amended (the "Act"), and Fund/Plan Services, Inc.
("Fund/Plan"), a corporation duly organized and existing under the laws of
the State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue
separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series may, in turn offer multiple classes
of shares ("Classes"), which Series and Classes are identified on Schedule
"C" attached hereto and which Schedule "C" may be amended from time to time
by mutual agreement of the Trust and Fund/Plan; and
WHEREAS, the Trust desires to retain Fund/Plan to perform share
transfer agency, redemption and dividend disbursing services as set forth
in this Agreement and in Schedule "A" attached hereto, and to perform
certain other functions in connection with these duties; and
WHEREAS, Fund/Plan is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for good and valuable consideration, the
receipt and sufficiency is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
Section 1. The terms as defined in this Section wherever used in
this Agreement, or in any amendment or supplement hereto, shall have the
meanings herein specified unless the context otherwise requires.
Share Certificates shall mean the certificates representing shares
of stock of each Series.
Shareholders shall mean the registered owners of the Shares of the
Series in accordance
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Transfer Agent Services Agreement between The Milestone Funds and
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with the share registry records maintained by Fund/Plan for the
Trust.
Shares shall mean the issued and outstanding shares of the Series.
Signature Guarantee shall mean the guarantee of signatures by an
"eligible guarantor institution" as defined in rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations. Broker-dealers guaranteeing
signatures must be members of a clearing corporation or maintain net
capital of at least $100,000. Signature guarantees will be accepted from
any eligible guarantor institution which participates in a signature
guarantee program.
Oral Instruction shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted to
Fund/Plan in person or by telephone, telegram, telecopy or other mechanical
or documentary means lacking an original signature, by a person or persons
reasonably identified to Fund/Plan to be a person or persons so authorized
by a resolution of the Board of Trustees of the Trust.
Written Instruction shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted to
Fund/Plan in an original writing containing an original signature or a copy
of such document transmitted by telecopy including transmission of such
signature reasonably identified to Fund/Plan to be the signature of a
person or persons so authorized by a resolution of the Board of Trustees of
the Trust to give Written Instructions to Fund/Plan.
TRANSFER AGENCY SERVICES
Section 2. Fund/Plan as Transfer Agent shall make original issues
of Shares in accordance with Section 10 and 11 below and with each Series'
Prospectus and Statement of Additional Information then in effect, upon the
written request of the Trust, and upon being furnished with (i) a certified
copy of a resolution or resolutions of the Board of Trustees of the Trust
authorizing such issue; (ii) an opinion of counsel as to the validity of
such Shares; and (iii) necessary funds for the payment of any original
issue tax applicable to such additional Shares.
Section 3. Transfers of Shares shall be registered and new Shares
issued by Fund/Plan upon redemption of outstanding Shares, (i) in the form
deemed by Fund/Plan to be properly endorsed for transfer, (ii) with all
necessary endorser's signatures guaranteed pursuant to Rule
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Transfer Agent Services Agreement between The Milestone Funds and
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17Ad-15 under the Securities Exchange Act of 1934, as amended, accompanied by,
(iii) such assurances as Fund/Plan shall deem necessary or appropriate to
evidence the genuineness and effectiveness of each necessary endorsement, and
(iv) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes.
Section 4. In registering transfers, Fund/Plan as Transfer Agent
may rely upon the applicable commercial code or any other applicable law
which, in the written opinion (a copy of which shall previously have been
furnished to the Trust) of counsel, protect Fund/Plan and the Trust in not
requiring complete documentation, in registering transfer 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.
Section 5. The Trust agrees not to issue Shares through the use of
confirm trades.
Section 6. Fund/Plan will maintain stock registry records in the
usual form in which it will note the issuance, transfer and redemption of
Shares. Fund/Plan is responsible to provide reports of Share purchases,
redemptions, and total Shares outstanding on the next business day after
each net asset valuation. Fund/Plan is authorized to keep records, which
will be part of the stock transfer records, in which it will note the names
and registered address of Shareholders and the number of Shares and
fractions thereof owned by them.
Section 7. Under this Agreement, Fund/Plan shall, in addition to
the duties and functions above-mentioned, perform the usual duties and
functions of a stock transfer agent for an investment company as listed in
Schedule "A" attached hereto. Fund/Plan may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization or other instrument or paper believed by it in good faith to
be genuine and unaltered, and to have been signed, countersigned, or
executed by duly authorized person or persons, or upon the instructions of
any officer of the Trust, or upon the advice of counsel for the Trust or
for Fund/Plan. Fund/Plan may record any transfer of Shares which is
reasonably believed by it to have been duly authorized or may refuse to
record any transfer of Shares if in good faith Fund/Plan in its capacity as
Transfer Agent deems such refusal necessary in order to avoid any liability
either of the Trust or Fund/Plan. The Trust agrees to indemnify and hold
harmless Fund/Plan from and against any and all losses, costs, claims, and
liability which it may suffer or incur by reason of so relying or acting or
refusing to act. Fund/Plan shall maintain and reconcile all operating bank
accounts necessary to facilitate all transfer agency
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processes; including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
Section 8. In case of any request or demand for the inspection of
the Share records of the Series, Fund/Plan as Transfer Agent shall endeavor
to notify the Trust and to secure instructions as to permitting or refusing
such inspection. Fund/Plan may, however, 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.
Section 9. Fund/Plan acknowledges that all records that it
maintains on behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust upon written request. Fund/Plan will
preserve, for the periods prescribed under Rule 31a-2 under the Act, all
such records required to be maintained under Rule 31a-1 of the Act.
ISSUANCE OF SHARES
Section 10. Prior to the daily determination of net asset value in
accordance with the Trust's Prospectus and Statement of Additional
Information, Fund/Plan shall process all purchase orders received since the
last determination of the Series' net asset value.
Fund/Plan shall calculate on a daily basis the amount available for
investment in Shares at the net asset value determined by the Series'
pricing agent as of the close of regular trading on the New York Stock
Exchange, the number of Shares and fractional Shares to be purchased and
the net asset value to be deposited with the custodian of the assets of the
Trust (the "Custodian"). Fund/Plan shall place a purchase order daily with
the appropriate Series for the proper number of Shares and fractional
Shares to be purchased and confirm such number to the Trust, in writing.
Section 11. Fund/Plan having made the calculations provided for in
Section 9, shall thereupon pay over the net asset value of Shares purchased
to the Custodian. The proper number of Shares and fractional Shares shall
then be issued daily and credited by Fund/Plan to the Shareholder
Registration Records. The Shares and fractional Shares purchased for each
Shareholder will be credited by Fund/Plan to that Shareholder's separate
account. Fund/Plan shall mail to each Shareholder a confirmation of each
purchase with, if requested, copies to the Trust. Such confirmations will
show the prior Share balance, the new Share balance, the amount invested
and the price paid for the newly purchased Shares.
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
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REDEMPTIONS
Section 12. Prior to the daily determination of net asset value in
accordance with the Trust's Prospectus and Statement of Additional
Information then in effect, Fund/Plan shall process all requests from
Shareholders to redeem Shares and determine the number of Shares required
to be redeemed to make monthly payments, automatic payments or the like.
Thereupon, Fund/Plan shall advise the Trust of the total number of Shares
available for redemption and the number of Shares and fractional Shares
requested to be redeemed. The Trust's pricing agent shall then determine
the applicable net asset value. Thereafter Fund/Plan shall furnish the
Trust with an appropriate confirmation of the redemption and process the
redemption by filing with the Custodian an appropriate statement and make
the proper distribution and application of the redemption proceeds in
accordance with the Trust's Prospectus and Statement of Additional
Information then in effect. The stock registry books recording outstanding
Shares, the Shareholder Registration Records and the individual account of
the Shareholder shall be properly debited.
Section 13. The proceeds of redemption shall be remitted by
Fund/Plan in accordance with the Trust's Prospectus and Statement of
Additional Information then in effect, by check mailed to the Shareholder
at the Shareholder's registered address or wired to an authorized bank
account.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Trust shall provide Fund/Plan,
from time to time, with Written Instructions concerning the time within
which such requests may be honored.
DIVIDENDS
Section 14. The Trust shall notify Fund/Plan of the date of each
dividend declaration or capital gains distribution. In addition, the Trust
shall provide to Fund/Plan five business days' prior written notice of the
record date for determining the Shareholders entitled to payment. The per-share
payment amount of any dividend or capital gain shall be determined by the Trust
after receipt of necessary information from and consultation with the Trust's
accounting agent and auditors.
Section 15. On or before each payment date, the Trust will notify
Fund/Plan of the total amount of the dividend or distribution currently
payable. Fund/Plan will, on the designated payment date, automatically
reinvest all dividends in additional Shares except in
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cases where Shareholders have elected to receive distribution in cash, in which
case Fund/Plan will mail distribution checks to the Shareholders for the proper
amounts payable to them from monies transferred by the Custodian to Fund/Plan
for that purpose.
FEES
Section 16. The Trust agrees to pay Fund/Plan compensation for its
services and to reimburse it for expenses, at the rates and amounts as set
forth in Schedule "B" attached hereto, and as shall be set forth in any
amendments to such Schedule "B" approved by the Trust and Fund/Plan. The
Trust agrees and understands that Fund/Plan's compensation will be
comprised of two components, payable on a monthly basis, as follows:
(i) Subject to a minimum fee for each Series
issuing one class of Shares and a minimum fee for each additional Class
issued by any Series, the Trust agrees to pay Fund/Plan an annual account
maintenance fee. This fee shall be calculated by multiplying the sum of
the average monthly number of accounts within each Series issuing one class
of Shares together with the monthly average number of accounts within each
additional Class of Shares of a Series by one twelfth (1/12th) the annual
account maintenance fee as set forth in Schedule "B", which fee will be
billed to the Trust within the first ten calendar days of the month
following the month in which the fee was incurred; and
(ii) reimbursement of any reasonable out-of-pocket
expenses paid by Fund/Plan on behalf of the Trust, which out-of-pocket
expenses will be billed to the Trust within the first ten calendar days of
the month following the month in which such out-of-pocket expenses were
incurred. The Trust agrees to reimburse Fund/Plan for such expenses within
ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value
of the Trust's net assets shall be computed at the times and in the manner
specified in the Trust's Prospectus and Statement of Additional Information
then in effect.
During the term of this Agreement, should the Trust seek services
or functions in addition to those outlined above or in Schedule "A"
attached, a written amendment to this Agreement specifying the additional
services and corresponding compensation shall be executed by both Fund/Plan
and the Trust.
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Transfer Agent Services Agreement between The Milestone Funds and
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GENERAL PROVISIONS
Section 17. Fund/Plan shall maintain records (which may be part of
the stock transfer records) in connection with the issuance and redemption
of Shares, and the disbursement of dividends and dividend reinvestments, in
which will be noted the transactions effected for each Shareholder and the
number of Shares and fractional Shares owned by each Shareholder.
Fund/Plan agrees to make available upon request and to preserve for the
periods prescribed in Rule 31a-2 under the Investment Company Act of 1940,
as amended, any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under the Act.
Section 18. In addition to the services as Transfer Agent and
dividend disbursing agent set forth above, Fund/Plan will perform other
services for the Trust as agreed upon from time to time, including but not
limited to, preparation of and mailing Federal Tax Information Forms and
mailing semi-annual reports to shareholders of the Trust.
Section 19. Nothing contained in this Agreement is intended to or
shall require Fund/Plan in any capacity hereunder, to perform any functions
or duties on any holiday, day of special observance or any other day on
which the Custodian or the New York Stock Exchange are closed. Functions
or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which both the New York
Stock Exchange and the Custodian are open.
Section 20.
(a) Fund/Plan, its directors, officers, employees,
shareholders and agents shall only be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust, in connection with
the performance of this Agreement that result from willful misfeasance, bad
faith, gross negligence or reckless disregard on the part of Fund/Plan in
the performance of its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an
officer, trustee, employee, or agent of the Trust, shall be deemed, when
rendering services to such entity or acting on any business of the Trust,
(other than services or business in connection with Fund/Plan's duties
hereunder), to be rendering such services to or acting solely for the Trust
and not as a director, officer, employee, shareholder or agent of, or one
under the control or direction of Fund/Plan even
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though that person is being paid salary by Fund/Plan.
(c) Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which Fund/Plan may sustain or incur
or which may be asserted against Fund/Plan by any person by reason of, or
as a result of (i) any action taken or omitted to be taken by Fund/Plan in
good faith hereunder; (ii) any action taken or omitted to be taken by
Fund/Plan in good faith in reliance upon any certificate, instrument,
order, or stock certificate or other document reasonably believed by it to
be genuine and to be signed, countersigned or executed by any duly
authorized person, upon the Oral Instructions or Written Instructions of an
authorized person of the Trust or upon the opinion of legal counsel to the
Trust, or its own counsel; or (iii) any action taken or omitted to be taken
by Fund/Plan in connection with its appointment under this agreement, which
action or omission was taken in good faith in reliance upon any law, act,
regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended, or repealed.
Indemnification under this subparagraph, however, shall not apply to
actions or omissions of Fund/Plan or its directors, officers, employees,
shareholders, or agents in cases of its or their willful misfeasance, bad
faith, gross negligence or reckless disregard of its or their duties
hereunder.
(d) Fund/Plan shall give written notice to the Trust within
thirty (30) business days of receipt by Fund/Plan of a written assertion or
claim of any threatened or pending legal proceeding which may be subject to
this indemnification. The failure to notify the Trust of such written
assertion or claim shall not, however, operate in any manner whatsoever to
relieve the Trust of any liability arising under this Section or otherwise,
except to the extent that failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this
indemnification, the Trust shall be entitled to defend or prosecute any
claim in the name of Fund/Plan at its own expense and through counsel of
its own choosing if it gives written notice to Fund/Plan within thirty (30)
business days of receiving notice of such claim. Notwithstanding the
foregoing, Fund/Plan may participate in the litigation at its own expense
through counsel of its own choosing. In the event the Trust chooses to
defend or prosecute such claim, the parties shall cooperate in the
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Page 8 of 11 pages.
defense or prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
(f) The Trust shall not settle any claim under Section 19(d)
and 19(e) without Fund/Plan's express written consent, which consent shall
not be unreasonably withheld. Fund/Plan shall not settle any such claim
without the Trust's express written consent, which likewise shall not be
unreasonably withheld.
Section 21. Fund/Plan is authorized, upon receipt of Written
Instructions from the Trust, to make payment upon redemption of Shares
without a signature guarantee. The Trust hereby agrees to indemnify and
hold Fund/Plan, its successors and assigns, harmless of and from any and
all expenses, damages, claims, suits, liabilities, actions, demands, losses
whatsoever arising out of or in connection with a payment by Fund/Plan upon
redemption of Shares pursuant to Written Instructions and without a
signature guarantee; upon the request of Fund/Plan, the Trust shall assume
the entire defense of any action, suit or claim subject to the foregoing
indemnity. Fund/Plan shall notify the Trust of any such action, suit or
claim within thirty (30) days after receipt by Fund/Plan of notice thereof.
Section 22.
(a) The term of this Agreement shall commence on the date herein
stated above ("Effective Date").
(b) This Agreement shall remain in effect for eighteen (18)
months from the Effective Date and shall continue thereafter on a year to
year term subject to termination by either Party set forth in (c) below.
(c) After the initial term of this Agreement, the Trust or
Fund/Plan may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the
notice, which date shall not be less than sixty (60) days after the date of
receipt of such notice. Upon the effective termination date, the Trust
shall pay to Fund/Plan such compensation as may be due as of the date of
termination and shall likewise reimburse Fund/Plan for any out-of-pocket
expenses and disbursements reasonably incurred by Fund/Plan to such date.
(d) If a successor to any of Fund/Plan's duties or
responsibilities under this Agreement is designated by the Trust by written
notice to Fund/Plan in connection with the termination of this Agreement,
Fund/Plan shall promptly upon such termination and at the
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Transfer Agent Services Agreement between The Milestone Funds and
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expense of the Trust, transfer all required records and shall cooperate in the
transfer of such duties and responsibilities.
Section 23. The Trust shall file with Fund/Plan a certified copy
of each resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as provided
in Section 1 of this Agreement.
Section 24. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and Fund/Plan.
Section 25. Except as otherwise provided in this Agreement, any
notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing, and shall be delivered
in person or sent by first class mail, postage prepaid, to the respective
parties as follows:
If to Milestone: If to Fund/Plan:
---------------- ----------------
The Milestone Funds Fund/Plan Services, Inc.
One Xxxxx Plaza 0 Xxxx Xxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx Attention: Xxxxxxx X. Xxxxx,
Chief Operating Officer President
Section 26. The Trust represents and warrants to Fund/Plan that
the execution and delivery of this Agreement by the undersigned officers of
the Trust has been duly and validly authorized by resolution of the Board
of Trustees of the Trust.
Section 27. 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.
Section 28. This Agreement shall extend to and shall be binding
upon the Parties and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without
the written consent of Fund/Plan or by Fund/Plan without the written
consent of the Trust, authorized or approved by a resolution of their
respective Boards of Trustees.
Section 29. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Xxxxxxxxxx
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Transfer Agent Services Agreement between The Milestone Funds and
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County, Commonwealth of Pennsylvania if the suit is instituted by the Trust or
the Adviser. If a suit is instituted by Fund/Plan, the venue of such action
arising under this Agreement shall be Yonkers, New York.
Section 30. No provision of this Agreement may be amended or
modified, in any manner except in writing, properly authorized and executed
by Fund/Plan and the Trust.
Section 31. If any part, term or provision of this Agreement is
held by any court to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered severable
and not be affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid, provided that the
basic agreement is not thereby substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting
in its entirety, of eleven typewritten pages, together with Schedules "X,"
"X" and "C," to be signed by their duly authorized officers as of the day
and year first above written.
The Milestone Funds Fund/Plan Services, Inc.
____________________________________ ____________________________________
By: Xxxxxxx Xxxxxx, Chief Operating By: Xxxxxxx X. Xxxxx, President
Officer
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Page 11 of 11 pages.
Schedule "A"
Transfer Agent/Shareholder Services
for
The Milestone Funds
Subject to the "Milestone Funds Servicing Procedures," "Milestone Fund
Processing Procedures Using BoNY Cash Management" and "Milestone Fund
Processing Procedures" included in this Schedule "A," the following
Transfer Agency Services shall be provided under this Agreement:
I - Shareholder File
1. Establish new accounts and enter demographic data into shareholder
base. Includes review and file maintenance all NSCC originated
registrations and data changes for FundServ, Networking and ACATS
accounts for compliance with Investar customer file requirements.
2. Create Customer Information File (CIF) to link accounts within the
Fund and across funds within the Fund Group. Facilitates account
maintenance, lead tracking, quality control, household mailings and
combined statements.
3. 100% quality control of new account information, including
verification of initial investment.
* 4. Systematic linkage of shareholder accounts with exact matches on
SSN and address for the purpose of consolidated account history
reporting. Periodic production of laser printed combined
statements.
* 5. Production of household mailing labels which enable the Fund to
do special mailings to each address in the Fund Group rather than
each account.
6. Maintain account and customer file records based on shareholder
request and routine quality review.
7. Maintain tax ID certification and NRA records for each account,
including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity, dividends,
on-request, third party, and periodic mailings.
* 10. Produce shareholder lists, labels and ad hoc reports to Fund
management as requested.
11. Automated processing of dividends and capital gains with daily,
monthly, quarterly or annual distributions. Payment options
include reinvestment, directed payment to another fund, cash via
mail, Fed wire or ACH.
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 1
II - Shareholder Services
1. Provide quality service through a staff of highly trained NASD
licensed customer service personnel, including phone, research and
correspondence representatives.
2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases,
redemptions, exchanges, systematic withdrawals, pre-authorized
drafts, Fund SERV and wire order trades, problem solving and process
telephone transactions.
* 3. Customized recording of fund prices daily after regular business
hours for shareholder access.
4. Silent monitoring of shareholder calls by the phone supervisor to
ensure exceptional customer service.
5. Record and maintain tape recordings of all shareholder calls for a
six month period.
6. Phone Supervisor produces daily management reports of shareholder
calls which track volumes, length of calls, average wait time and
abandoned call rates to ensure quality service.
7. Phone representatives are thoroughly trained through in house
training programs on the techniques of providing Exceptional
Customer Service.
8. Customer inquiries received by letter or telephone are thoroughly
researched by a correspondence team member. These inquires include
such items as, account/customer file information, complete
historical account information, stop payments on checks, transaction
details, and lost certificates.
III - Investment Processing
1. Initial investment (checks or Fed wires).
2. Subsequent investments (checks or Fed wires) processed through lock
box.
3. Pre-authorized investments (PAD) through ACH system.
4. Government allotments through ACH system.
5. Prepare and process daily bank deposit of shareholder investments.
* 6. NSCC - FundSERV trades.
IV - Redemption Processing
1. Process letter redemption requests.
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 2
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal File and process automated
transactions on monthly basis.
4. Issue checkbooks and process checkbook redemptions through agent
bank.
5. Redemption proceeds distributed to shareholder by check, Fed wire or
ACH processing.
* 6. Provide NSCC - FundSERV trade processing.
V - Exchange & Transfer Processing
1. Process legal transfers.
2. Issue and cancel certificates.
3. Replace certificates through surety bonds (separate charge to
shareholder).
4. Process exchange transactions (letter and telephone request).
5. Process ACATS transfers.
VI - Retirement Plans
1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70 requirements
g. Calculate Required Minimum Distributions
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRAs and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
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Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 3
VII - Settlement & Control
1. Daily review of processed shareholder transactions to assure input
was processed correctly. Accurate trade activity figures passed to
Fund's Accounting Agent by 10:00am EST.
2. Preparation of daily cash movement information to be passed to the
Fund's Accounting Agent and Custodian Bank by 10:00am EST for use in
determining Fund's daily cash availability.
3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Fund.
4. Resolve any outstanding share or cash issues that are not cleared by
trade date
+ 2.
5. Process shareholder adjustments to include the proper notification
of any booking entries needed, as well as any necessary cash
movement.
6. Settlement and review of Fund's declared dividends and capital gains
to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is
posted. Verify the posting date shares, the rate used and the
NAV price of reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Fund's Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement information for the cash portion of
the dividend payout on payable date.
7. Placement of stop payments on dividend and liquidation checks as
well as the issuance of their replacements.
8. Maintain inventory control for stock certificates and dividend check
form.
9. Aggregate tax filings for all Fund/Plan clients. Monthly deposits to
the IRS of all taxes withheld from shareholder disbursements,
distributions and foreign account distributions. Correspond with
the IRS concerning any of the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV
activity.
VIII - Year End Processing
1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid Tax Ids. This includes initiating 31%
backup withholding and notifying shareholder of their tax status and
the corrective action which is needed.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 4
2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.
3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of
forms to ensure compliance.
5. Coordinate year end activity with client. Activities include
producing year end statements, scheduling record dates for year
dividends and capital gains, production of combined statements,
printing of inserts to be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year to date. Dates and rates must be
authorized so that they can be used for reporting to the IRS.
7. Coordinate the ordering of form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy.
8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year end statements and tax forms.
9. Match and settle tax reporting totals to fund records and on-line
date from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end
valuations. Quality assure forms before mailing to shareholders.
11. Monitor IRS deadlines and special events such as cross over
dividends and prior year XXX contributions.
12. Prepare IRS magnetic tapes and appropriate forms for the filing of
all reportable activity to the Internal Revenue Service.
IX - Client Services
1. An Account Manager is assigned to each relationship. The Account
Manager acts as the liaison between the Fund and the Transfer Agency
staff. Responsibilities include scheduling of events, system
enhancement implementation, special promotion/event implementation
and follow-up, and constant fund interaction on daily operational
issues.
Specifically:
a. Scheduling of dividends, proxies, report mailing and special
mailings.
b. Coordinate with the Fund the shipment of materials for scheduled
mailings.
c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes.
d. Handle all notification regarding proxy tabulation through the
meeting. Coordinate
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 5
scheduling of materials, including voted cards, tabulation letters,
and shareholder list, to be available for the meeting.
e. Order special reports, tapes, discs for special systems requests
received.
f. Implement new operational procedures, e.g., check writing
feature, load discounts, minimum waivers, sweeps, telephone
options, PAD promotions.
g. Coordinate with systems, services and operations on special
events, e.g., mergers, new fund start ups, small account
liquidations, combined statements, household mailings, additional
mail files.
h. Prepare standard operating procedures and review prospectus for
new funds and our current client base. Coordinate implementation
of suggested changes with the Fund.
i. Liaison between the Fund and the transfer agency staff regarding
all service and operational issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and mailroom.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at
the Fund's direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.
* Separate fees will apply for these services.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 6
DAILY REPORTS
REPORT NUMBER REPORT DESCRIPTION
------------- ------------------
Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
MONTHLY REPORTS
---------------
Report Description
------------------
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 7
Fund/Plan Services, Inc.
Institutional Services Department
MILESTONE FUNDS SERVICING PROCEDURES
Revised February 2, 1996
Xxxxx Xxxxxx - Institutional Services Supervisor
Xxxxx Xxxx - Institutional Services Representative
______________________________________________________________________________
1. Purchase Processing (excluding Bear Xxxxxxx trades):
For each purchase trade, the following steps will be taken by the
Institutional Services Representative:
a. Representative will receive the notification of a purchase via a
telephone call, record the relevant account number, purchase amount and
shareholder information and confirm the information back to the caller.
b. The purchase will be input on a wire expect trade form.
c. If the trade is larger than five million dollars, the representative
will notify Xxxx Xxxxxxx at Milestone Capital Management of the trade.
d. The wire expect will be processed on Imaging by the Institutional
Services Department and routed to Operations to await receipt of the
wire.
e. Representative will notify Xxxx Xxxxxxx of any late day trade
indications.
f. Each trade will take approximately 15 minutes to process.
2. Redemption Processing (excluding Bear Xxxxxxx trades):
For each redemption trade, the following steps will be taken by the
Institutional Services
Representative:
a. Representative will receive the notification of a redemption via a
telephone call, record the relevant account number, redemption amount,
remittance instructions and shareholder information and confirm the
information back to the caller.
b. The redemption will be input on a telephone redemption form.
c. If the trade is larger than five million dollars, the representative
will notify Xxxx Xxxxxxx at Milestone Capital Management of the trade.
d. The telephone redemption will be processed on Investar, completed and
added on Imaging to create a TAC notification task, and continue onto
the Institutional Services Department for quality control.
e. The Institutional Services Department must notify TAC with any trades
taken at the 2:30 PM EST cutoff. Notification is required so TAC can
check Imaging for the trade and include it in the availability faxed to
Xxxx Xxxxxxx. Trade work-flow will progress as stated above.
f. For accounts which receive immediate wiring of redemption proceeds, the
Institutional Services Department will notate immediate wiring in
comment section of the electronic form. TAC will proceed with the
immediate remittance of monies through Bank of New York.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 8
g. Representative will notify Xxxx Xxxxxxx of any late day trade
indications.
h. Each trade will take approximately 20 minutes to process.
3. Processing of Bear Xxxxxxx trades:
a. Bear Xxxxxxx will transmit all their purchases and redemptions via fax
to the Institutional Services Department on a daily basis.
b. Since the trade sheet will only contain Bear Xxxxxxx account numbers,
the representative will need to cross-reference each Bear Xxxxxxx
account number with the number we use on our system.
c. Trades will be scanned two times into imaging workflow for processing.
Once as a liquidation to the Institutional Services Department, and
once as a purchase to the Operations Department.
d. All redemptions will be processed on Investar, completed and added on
Imaging to create a TAC notification task, and continue onto the
Institutional Services Department for quality control.
e. The Institutional Services Department must notify TAC with any trades
taken at the 2:30 PM EST cutoff. Notification is required so TAC can
check Imaging for the trade and include it in the availability faxed to
Xxxx Xxxxxxx. Trade work-flow will progress as stated above.
f. The entire process from the initial receipt of the fax from Bear
Xxxxxxx to the final processing of all trades will take approximately
forty five minutes.
4. Daily Faxing of Reports:
a. The Institutional Services Department will receive several reports
every morning which must be faxed to different locations.
b. The reports must be copied onto 8 1/2" by 11" paper before they can be
faxed.
- A daily share and accrual balance report for the 2 State of
Illinois accounts must be reviewed for accuracy and then faxed to
two people every day. This will take approximately 10 minutes per
fax to complete.
- A daily share and accrual balance report for the ten CTC
accounts must be reviewed for accuracy and then faxed to one person
every day. This will take approximately 10 minutes to complete.
5. Total Time Spent on Servicing Functions:
DAILY ACTIVITY:
a. Purchases (5 per day @ 15 minutes per trade) 1 hour 15 minutes
b. Redemptions (5 per day @ 20 minutes per trade) 1 hour 40 minutes
c. Bear Xxxxxxx daily trade fax 45 minutes
d. Daily Faxing (3 faxes @ 10 minutes per fax) 30 minutes
Total Daily Time 4 hours 10 minutes
------------------
Note: All italicized items in Sections 1-6 denote special servicing
procedures normally not done by the Institutional Services Department.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 9
Fund/Plan Services, Inc.
Institutional Services Department
MILESTONE FUNDS SERVICING PROCEDURES
ANALYSIS OF TIME SPENT ON SERVICING FUNCTIONS
Xxxxx Xxxxxx - Institutional Services Supervisor
Xxxxx Xxxx - Institutional Services Representative
______________________________________________________________________________
Function Routine Processing Time Special Processing Time
Purchase Processing 50 minutes 1 hour 15 minutes
(5 trades @ 10 min per) (5 trades @ 15 min per)
Redemption Processing 50 minutes 1 hour 40 minutes
(5 trades @ 10 min per) (5 trades @ 20 min per)
Dealer Trades 45 minutes 45 minutes
(Bear Xxxxxxx)
Daily Faxing 0 minutes 30 minutes
TOTAL DAILY TIME 2 hours 25 minutes 4 hours 10 minutes
DIFFERENCE DUE TO SPECIAL HANDLING 1 hours 45 minutes
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 10
Fund/Plan Services, Inc.
Transfer Agent Control (TAC)
MILESTONE FUND PROCESSING PROCEDURES
USING BoNY CASH MANAGEMENT
Xxxxx Xxxxxx - Manager
Xxxxxxxxx Xxxxxxx - Supervisor
Revised 2/02/96
================================================================================
1. Fund Settlement: (Purchases)
For each purchase trade, the following steps will be taken by the
settlement clerk.
a. Receive printed placement confirmation of the trade from Institutional
Rep.
b. Place the confirmation sheet into the "pending" file.
c. Review BoNY DDA Account for received wires at 11:50am, 2:20 pm and
4:20 pm.
Upon receipt of the wire:
d. Update Cash Movement Sheet to reflect additional wire received.
e. Update Capstock Sheet to reflect additional trade processed.
f. Update Cash Availability to reflect additional wire received.
g. Pass wire notification sheet to Operations for Investar processing of
payment.
h. Review Investar System processing soon afterward to verify accuracy of
input.
**Process to take roughly 5 minutes per trade.
2. Fund Settlement: (Redemptions)
For each redemption trade, the following steps will be taken by the
settlement clerk.
a. Receive printed placement confirmation of the trade from Institutional
clerk.
b. Update Cash Availability to reflect additional trade received.
c. Update Cash Movement Sheet to reflect additional trade received.
d. Update Capstock Sheet to reflect additional trade received.
e. Review Investar System processing soon afterward to verify accuracy of
input.
f. For "Rush" wires, access BoNY DDA System and transmit wire to S/H.
**Process to take roughly 5 minutes per trade.
3. Fund Settlement: (Daily Distribution)
Each day the following steps will be taken by the settlement clerk.
a. Receive a Daily Distribution Report from the Investar System.
b. Verify beginning accrual balance to ensure it matches yesterday's
ending balance.
c. Verify that the daily rate matches what was reported from BoNY
Accounting Dept.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 11
d. Verify that the shares multiplied by the rate matches the current daily
accrual total.
e. Account for any early payouts or accrual adjustments due to as/of's.
f. Verify that the new ending accrual total is correct.
g. Prepare a Daily Distribution Confirmation to be faxed to BoNY
Accounting Dept.
h. Verify that BoNY confirms our totals and faxes confirmation back each
day.
**Process to take roughly 15 minutes each day (Per Fund or Class of
Shares).
4. Fund Settlement: (Share Reconcilement)
Each day the following steps will be taken by the settlement clerk.
a. Receive daily System reports including Share Proof, DAR, Transaction
Journal.
b. Verify that the trades posted match what was listed on previous day's
Capstock.
c. Review Aged Suspense Report to ensure there are no trades not
processed.
d. Prepare Share Rec showing both the T/A and Accounting balances and any
differences.
e. Work with appropriate personnel to ensure differences are corrected on
T+1.
**Process to take roughly 15 minutes each day (Per Fund or Class of
Shares).
5. Fund Settlement: (Cash Availability Reporting)
Each day the following steps will be taken by the settlement clerk.
a. At 12:00 noon EST, a preliminary availability will be sent to Milestone
via fax.
b. At 2:30pm EST, an updated availability is sent to Milestone and BoNY
Accounting via Fax.
c. At 4:30pm EST, a FINAL availability is sent to Milestone and BoNY
Accounting via Fax.
**Process to take roughly 10 minutes each cutoff time. It involves
printing the Cash Availability, faxing it to BoNY and Milestone, and
verifying that the fax transmitted properly.
6. Fund Settlement: (Cash Movement to/from BoNY)
Each day the following steps will be taken by the settlement clerk.
a. At 2:30pm EST the "NET" figure thus far is determined and reported to
BoNY Custody.
b. A wire is initiated from the DDA Account to the Custody Account for
wires received.
c. A wire is initiated from the Custody Acct to the DDA Acct for
Redemptions received.
d. Non "Rush" wires will be initiated by TAC at this time by accessing the
BoNY System.
e. Review outgoing wire notifications each half hour to verify that wires
were sent.
End of day processing will consist of.
e. Shortly after 4:30pm EST, additional s/h activity is reported to BoNY
Custody.
f. A wire is initiated from the DDA Account to the Custody Account for
late wires received.
g. A wire is initiated from the Custody Acct to the DDA Acct for late
Redemptions received.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 12
h. Late Redemption requests (after 2:30pm) will be processed as they are
received.
**Process to take roughly 45 minutes each cutoff time. It involves
printing the Cash Movement Sheet, faxing it to BoNY and Milestone,
initiating fund and s/h wires and verifying that the fax and ALL wires
transmitted properly.
7. Total Time Spent on Settlement Functions:
Total Time spent on the Milestone Fund:
a. Purchases. . . . . . . . . . . . . . . .50 minutes (@ 10 trades)
b. Redemptions. . . . . . . . . . . . . . .50 minutes (@ 10 trades)
c. Daily Distribution . . . . . . . . . . .30 minutes
d. Share Reconcilement. . . . . . . . . . .30 minutes
e. Cash Availability Reporting. . . . . . .30 minutes
f. Cash Movement to/from BoNY . . . . . . .90 minutes
----------
4 hrs 40 minutes Total Time
===========================
Total Time spent on a typical Money Market Fund:
a. Purchases. . . . . . . . . . . . . . . . 1 hour
b. Redemptions. . . . . . . . . . . . . . . 30 minutes
c. Daily Distribution . . . . . . . . . . . 20 minutes
d. Share Reconcilement. . . . . . . . . . . 20 minutes
e. Cash Availability Reporting. . . . . . . 20 minutes
f. Cash Movement to/from BoNY . . . . . . . 30 minutes
----------
3 hrs Total Time
================
LEGEND: Bold italicized items reflect processes above and beyond standard
processes.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 13
Fund/Plan Services, Inc.
Transfer Agent Operations Department
MILESTONE FUND PROCESSING PROCEDURES
Revised February 2, 1996
Xxxxxxx Xxxx - Operations Manager
Xxxxxx Xxxxx - Operations Supervisor
Xxxxxx Xxxxxx - Operations Representative
_______________________________________________________________________________
1. Work Flow and Record Retention:
a. Documents received in Institutional Services Department, sent to
Imaging for entry into Operations work flow.
b. Special status assigned to Milestone, documents processed with highest
priority.
c. Documents sorted by date and filed weekly in client specific storage
boxes.
d. Work flow and document management takes approximately 1 minute per
item.
2. Operations Staffing
a. Documents processed by Transfer Agent Operations Department based upon
status (ie: Broker, Direct, Institutional).
b. Milestone assigned one primary representative and one back-up
representative responsible for all operational processing.
3. Customer and Account File Set-up and Maintenance:
a. Documents reviewed to insure that all processing requirements are met.
b. Accounts established on Investar system, customer file created and
linked with all accounts owned by same shareholder.
c. Account set-up and maintenance processed by Operations Representative.
d. 100% quality control review performed by Institutional Representative.
e. 100% quality assurance review performed by Operations Supervisor.
e. New Account Set-up and Customer file creation takes approximately 10
minutes per item. File Maintenance takes approximately 5 minute
per item.
4. Purchase Processing:
a. Wire Expect Electronic Form entered into Imaging by Institutional
Representative.
b. Transaction input into Investar Batch program by Operations
Representative.
c. Purchases posted immediately to shareholder account as pending items
(MFTPNDL) and included in Fund totals (MFTCFFI).
d. Purchase detail forwarded to TAC as "Complete and Add" for entry to
fund availability totals.
e. Transaction updated upon receipt of wire notification from TAC
Department.
f. Items not matched to wires are suspended at end of day, awaiting
receipt of money.
g. 100% quality control review done by other Operations staff member.
h. Purchase processing takes approximately 5 minutes per item.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 14
5. Non-Monetary Share Transaction Processing:
a. Documents reviewed to insure that all processing requirements are met.
b. Transaction processed to Investar system.
c. 100% quality control review done by Institutional Representative.
d. 100% quality assurance review done by Operations Supervisor.
e. Processing takes approximately 10 minutes per item.
6. Total Time Spent on Operations Processing Functions:
a. Work Flow set-up (15 items per day) 15 minutes
b. Customer/Account File (2 items per day) 15 minutes
c. Purchase transactions (5 items per day) 25 minutes
d. Non-Monetary transactions (1 item per day) 10 minutes
Total Daily Time: 1 hour, 5 minutes
7. Analysis of Time Spent on Milestone Processing Versus Standard
Processing:
FUNCTION STANDARD MILESTONE
-------- -------- ---------
a. Work Flow set-up 15 minutes 15 minutes
b. Customer/Account File 10 minutes 15 minutes
c. Purchase transactions 15 minutes 25 minutes
d. Non-Monetary transactions 5 minutes 10 minutes
Total Standard vrs Milestone: 1 hour 1 hour, 5 minutes
Difference Due to Special Handling: 5 minutes
NOTE: All italicized items in Sections 1-6 denote special servicing
procedures normally not done by the Transfer Agent Operations Department.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "A", Page 15
Schedule "B"
Shareholder Services and Transfer Agent Fee Schedule
for
The Milestone Funds
This Fee Schedule is fixed for a period of eighteen (18) months from the
Effective Date as that term is defined in the Agreement.
I. A) Annual Account Maintenance Fee:
$20.00 per account, payable monthly, subject to a minimum monthly
fee of $3,266.67 for up to 1,200 accounts per separate series
issuing one class of shares and $2,983.33 for up to 1,050 accounts
of each additional class of any separate series.
B) IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
$12.00 per Account Annual Maintenance Fee (charged directly to
shareholder)
II. NSCC Services
A) Fund/SERV
Initialization and Set-Up: {$5,000.00} [waived]
Monthly Maintenance Fee: $ 50.00 Per separate Series
of shares
B) Networking
Initialization and Set-Up: {$5,000.00} [waived]
Monthly Maintenance Fee: $ 75.00 Per separate Series
of shares
III. Out-of-Pocket Expenses:
The Trust will reimburse Fund/Plan Services monthly for all
reasonable out-of-pocket expenses, including postage, stationery
(statements), telecommunications (telephone, fax, dedicated 800
line, on-line access), special reports, transmissions, records
retention, tapes, couriers and any pre-approved travel expenses.
IV. Additional Services
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition
or deletion of a series, and shareholder meetings/proxies are not
included herein, and will be quoted separately. To the extent the
Trust should decide to issue multiple/separate classes of shares,
additional fees will apply. Any enhanced services, programming
requests or reports will be quoted upon request.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "B"
Schedule "C"
Identification of Series
Below are listed the "Series" to which services under this Agreement are to
be performed as of the execution date of the Agreement:
"The Milestone Funds"
Treasury Obligations Portfolio - Institutional Class
Treasury Obligations Portfolio - Investor Class
This Schedule "C" may be amended from time to time by agreement of the Parties.
================================================================================
Transfer Agent Services Agreement between The Milestone Funds and
Fund/Plan Services, Inc.
Schedule "C"