TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
THE ENTERPRISE GROUP OF FUNDS II, INC.
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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1. Terms of Appointment and Duties.......................................1
2. Third Party Administrators for Defined Contribution Plans.............4
3. Fees and Expenses.....................................................5
4. Representations and Warranties of the Transfer Agent..................6
5. Representations and Warranties of the Fund............................6
6. Wire Transfer Operating Guidelines....................................7
7. Data Access and Proprietary Information...............................8
8. Indemnification......................................................10
9. Standard of Care/Limitation of Liability.............................11
10. Confidentiality......................................................11
11. Covenants of the Fund and the Transfer Agent.........................12
12. Termination of Agreement.............................................12
13. Assignment and Third Party Beneficiaries.............................13
14. Subcontractors.......................................................14
15. Miscellaneous........................................................14
16. Additional Funds.....................................................16
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 28th day of December, 2004, by and between THE
ENTERPRISE GROUP OF FUNDS II, INC., a Maryland corporation, having its principal
office and place of business at Atlanta Financial Center, 0000 Xxxxxxxxx Xxxx XX
X-000, Xxxxxxx, Xxxxxxx 00000 (the "Fund"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer
Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund offers shares in multiple series, such series are named in the
attached Schedule A which may be amended by the parties from time to time (each
such series, together with all other series subsequently established by the Fund
and made subject to this Agreement in accordance with Section 16, being herein
referred to as a "Portfolio", and collectively as the "Portfolios"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions
set forth in this Agreement, the Fund, on behalf of the
Portfolios, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as its transfer
agent for the Fund's authorized and issued shares of its common
stock ("Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any
accumulation, open-account or similar plan provided to the
shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective
prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable
Portfolio, including without limitation any periodic investment
plan or periodic withdrawal program. In accordance with
procedures established from time to time by agreement between
the Fund on behalf of each of the Portfolios, as applicable and
the Transfer Agent, the Transfer Agent agrees that it will
perform the following services:
(a) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund authorized
pursuant to the Articles of Incorporation of the Fund (the
"Custodian");
(b) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate
Shareholder account;
(c) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate documentation
thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions directly
with broker-dealers, banks, or trust entities authorized by the
Fund;
(e) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable
Portfolio;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by
the Transfer Agent of indemnification satisfactory to the
Transfer Agent and protecting the Transfer Agent and the Fund,
and the Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of
Shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. The
Transfer Agent shall also provide the Fund on a regular basis
with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of
the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph,
the Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services
of a transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection
with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists,
mailing Shareholder proxies, Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing
U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect
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to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information;
(b) Control Book (also known as "Super Sheet"). Maintain a
daily record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund for
each business day to the Fund no later than 9:00 AM Eastern
Time, or such earlier time as the Fund may reasonably require,
on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to be
treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State on
the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of the Transfer
Agent for the Fund's blue sky State registration status is
solely limited to the initial establishment of transactions
subject to blue sky compliance by the Fund and providing a
system which will enable the Fund to monitor the total number of
Shares sold in each State;
(d) National Securities Clearing Corporation (the "NSCC").
(i) accept and effectuate the registration and maintenance of
accounts through Networking and the purchase, redemption,
transfer and exchange of shares in such accounts through
Fund/SERV (Networking and Fund/SERV being programs operated by
the NSCC on behalf of NSCC's participants, including the Fund),
in accordance with, instructions transmitted to and received by
the Transfer Agent by transmission from NSCC on behalf of
broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as
hereinafter defined on the dealer file maintained by the
Transfer Agent; (ii) issue instructions to Fund's banks for the
settlement of transactions between the Fund and NSCC (acting on
behalf of its broker-dealer and bank participants); (iii)
provide account and transaction information from the affected
Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and
Fund/SERV rules for those broker-dealers; and (iv) maintain
Shareholder accounts on TA2000 System through Networking;
(e) New Procedures. New procedures as to who shall provide
certain of these services in Section 1 may be established in
writing from time to time by agreement between the Fund and the
Transfer Agent. The Transfer Agent may at times perform only a
portion of these services and the Fund or its agent may perform
these services on the Fund's behalf;
(f) Additional Telephone Support Services. If the parties
elect to have the Transfer Agent provide additional telephone
support services under this Agreement, the parties will agree to
such services, fees and sub-contracting as stated in Schedule
1.2(f) entitled "Telephone Support Services" attached hereto;
and
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(g) Anti-Money Laundering ("AML") Delegation. If the Fund
elects to delegate to the Transfer Agent certain AML duties
under this Agreement, the parties will agree to such duties and
terms as stated in the attached schedule ("Schedule 1.2(g)
entitled "AML Delegation" which may be changed from time to time
subject to mutual written agreement between the parties. In
consideration of the performance of the duties by the Transfer
Agent pursuant to this Section 1.2(g), the Fund agrees to pay
the Transfer Agent for the reasonable administrative expense
that may be associated with such additional duties in the amount
as the parties may from time to time agree in writing in
accordance with Section 3 (Fees and Expenses) below.
2. Third Party Administrators for Defined Contribution Plans
2.1 The Fund may decide to make available to certain of its
customers, a retirement plan program (the "Program") pursuant to
which the customers ("Employers") may adopt certain plans of
deferred compensation ("Plan or Plans") for the benefit of the
individual Plan participant (the "Plan Participant"), such
Plan(s) being either qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended ("Code") or
non-qualified plans, employer-sponsored XXX plans and in each
case administered by third party administrators which may be
plan administrators as defined in the Employee Retirement Income
Security Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with the procedures established in the initial
Schedule 2.1 entitled "Third Party Administrator Procedures", as
may be amended by the Transfer Agent and the Fund from time to
time ("Schedule 2.1"), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in
the name of the Trustees, Plans or TPA's as the case may be as
omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of
the TPA or its designee as the Trustee for the benefit of the
Plan; and
(c) Perform all services under Section 1 as transfer agent
of the Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under Section 2 of this Agreement shall
be deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures
other than those usually employed by the Transfer Agent to
perform services under Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer
Agent after the commencement of the nightly processing cycle of
the TA2000 System; or
(c) Require more manual intervention by the Transfer Agent,
either in the entry of data or in the modification or amendment
of reports generated by the TA2000 System than is usually
required by non-retirement plan and pre-nightly transactions.
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3. Fees and Expenses
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant
to this Agreement, the Fund agrees to pay the Transfer Agent an
annual maintenance fee for each Shareholder account as set forth
in the attached fee schedule ("Schedule 3.1"). Such fees and
out-of-pocket expenses and advances identified under Section 3.2
below may be changed from time to time subject to mutual written
agreement between the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under
Section 3.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm,
microfiche, mailing and tabulating proxies, records storage, or
advances incurred by the Transfer Agent for the items set out in
Schedule 3.1 attached hereto. In addition, any other expenses
incurred by the Transfer Agent at the request or with the
consent of the Fund, will be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports
and other mailings to all shareholder accounts shall be advanced
to the Transfer Agent by the Fund at least seven (7) days prior
to the mailing date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective billing notice, except for any fees or expenses which
are subject to good faith dispute. In the event of such a
dispute, the Fund may only withhold that portion of the fee or
expense subject to the good faith dispute. The Fund shall notify
the Transfer Agent in writing within twenty-one (21) calendar
days following the receipt of each billing notice if the Fund is
disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the
billing notice will be deemed accepted by the Fund. The Fund
shall settle such disputed amounts within five (5) days of the
day on which the parties agree on the amount to be paid by
payment of the agreed amount. If no agreement is reached, then
such disputed amounts shall be settled as may be required by law
or legal process.
3.5 Cost of Living Adjustment. Following the Initial Term of this
Agreement, unless the parties shall have otherwise agreed to a
new fee schedule in writing, the total fee for all services
shall equal the fee that would be charged for the same services
based on a fee rate (as reflected in a fee rate schedule)
increased by the percentage increase for the twelve-month period
of such previous calendar year of the CPI-W (defined below), or,
in the event that publication of such Index is terminated, any
successor or substitute index, appropriately adjusted,
acceptable to both parties as used herein, "CPI-W" shall mean
the Consumer Price Index for Urban Wage Earners and Clerical
Workers, (area: Kansas City, MO, KS, Base Period: 1982-84 =
100), as published by the United States Department of Labor,
Bureau of Labor Statistics.
3.6 Late Payments. If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid
when due, the Fund shall pay the Transfer Agent interest thereon
(from the due date to the date of payment) at a per annum rate
equal to one percent (1.0%) plus the Prime Rate (that is, the
base rate on corporate loans posted by large domestic banks)
published by The Wall Street Journal (or, in the event such rate
is not so
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published, a reasonably equivalent published rate selected by
the Fund) on the first day of publication during the month when
such amount was due. Notwithstanding any other provision hereof,
such interest rate shall be no greater than permitted under
applicable provisions of Massachusetts law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
5. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
5.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
5.3 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as
amended 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 Fund
being offered for sale.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
6.1 Obligation of Sender. The Transfer Agent is authorized to
promptly debit the appropriate Fund account(s) upon the receipt
of a payment order in compliance with the selected security
procedure (the "Security Procedure") chosen for funds transfer
and in the amount of money that the Transfer Agent has been
instructed to transfer. The Transfer Agent shall
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execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided
that such payment order is received by the customary deadline
for processing such a request, unless the payment order
specifies a later time. All payment orders and communications
received after this the customary deadline will be deemed to
have been received the next business day.
6.2 Security Procedure. The Fund acknowledges that the Security
Procedure it has designated on the Fund Selection Form was
selected by the Fund from security procedures offered by the
Transfer Agent. The Fund shall restrict access to confidential
information relating to the Security Procedure to authorized
persons as communicated to the Transfer Agent in writing. The
Fund must notify the Transfer Agent immediately if it has reason
to believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment
orders on the basis of the account number contained in the
payment order. In the event of a discrepancy between any name
indicated on the payment order and the account number, the
account number shall take precedence and govern.
6.4 Rejection. The Transfer Agent reserves the right to decline to
process or delay the processing of a payment order which (a) is
in excess of the collected balance in the account to be charged
at the time of the Transfer Agent's receipt of such payment
order; (b) if initiating such payment order would cause the
Transfer Agent, in the Transfer Agent's sole judgement, to
exceed any volume, aggregate dollar, network, time, credit or
similar limits which are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
6.5 Cancellation Amendment. The Transfer Agent shall use reasonable
efforts to act on all authorized requests to cancel or amend
payment orders received in compliance with the Security
Procedure provided that such requests are received in a timely
manner affording the Transfer Agent reasonable opportunity to
act. However, the Transfer Agent assumes no liability if the
request for amendment or cancellation cannot be satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for
failure to detect any erroneous payment order provided that the
Transfer Agent complies with the payment order instructions as
received and the Transfer Agent complies with the Security
Procedure. The Security Procedure is established for the purpose
of authenticating payment orders only and not for the detection
of errors in payment orders.
6.7 Interest. The Transfer Agent shall assume no responsibility for
lost interest with respect to the refundable amount of any
unauthorized payment order, unless the Transfer Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Transfer Agent of the acceptance of
such payment order.
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6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates
or receives Automated Clearing House credit and debit entries
pursuant to these guidelines and the rules of the National
Automated Clearing House Association and the New England
Clearing House Association, the Transfer Agent will act as an
Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with
respect to such entries. Credits given by the Transfer Agent
with respect to an ACH credit entry are provisional until the
Transfer Agent receives final settlement for such entry from the
Federal Reserve Bank. If the Transfer Agent does not receive
such final settlement, the Fund agrees that the Transfer Agent
shall receive a refund of the amount credited to the Fund in
connection with such entry, and the party making payment to the
Fund via such entry shall not be deemed to have paid the amount
of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of
payment orders shall ordinarily be provided within twenty four
(24) hours notice of which may be delivered through the Transfer
Agent's proprietary information systems, or by facsimile or
call-back. Fund must report any objections to the execution of
an order within thirty (30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the Transfer
Agent as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Transfer
Agent on databases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In
no event shall Proprietary Information be deemed Customer Data.
The Fund agrees to treat all Proprietary Information as
proprietary to the Transfer Agent and further agrees that it
shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its
employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location agreed
to between the Fund and the Transfer Agent and (iii) solely in
accordance with the Transfer Agent's applicable user
documentation;
(b) Refrain from copying or duplicating in any way (other
than in the normal course of performing processing on the Fund's
computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent's instructions;
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(d) Refrain from causing or allowing information transmitted
from the Transfer Agent's computer to the Fund's terminal to be
retransmitted to any other computer terminal or other device
except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the
Transfer Agent to protect at the Transfer Agent's expense the
rights of the Transfer Agent in Proprietary Information at
common law, under federal copyright law and under other federal
or state law.
7.2 Proprietary Information shall not include all or any portion of
any of the foregoing items that: (i) are or become publicly
available without breach of this Agreement; (ii) are released
for general disclosure by a written release by the Transfer
Agent; or (iii) are already in the possession of the receiving
party at the time of receipt without obligation of
confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the
Transfer Agent's Proprietary Information is essential to the
business interest of the Transfer Agent and that the disclosure
of such Proprietary Information in breach of this Agreement
would cause the Transfer Agent immediate, substantial and
irreparable harm, the value of which would be extremely
difficult to determine. Accordingly, the parties agree that, in
addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the
Proprietary Information in breach of this Agreement, the
Transfer Agent shall be entitled to seek and obtain a temporary
restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the
most recently issued user documentation for such services, the
Transfer Agent shall endeavor in a timely manner to correct such
failure. Organizations from which the Transfer Agent may obtain
certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to
make no claim against the Transfer Agent arising out of the
contents of such third-party data, including, but not limited
to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER
PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order
to: (i) effect the transfer or movement of cash or Shares; or
(ii) transmit Shareholder information or other information, then
in such event
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the Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity
with security procedures established by the Transfer Agent from
time to time.
7.6 Each party shall take reasonable efforts to advise its employees
of their obligations pursuant to this Section 7. The obligations
of this Section shall survive any earlier termination of this
Agreement.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent harmless from and
against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement
(including the defense of any law suit in which the Transfer
Agent or affiliate is a named party), provided that such actions
are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct;
(c) The reliance upon, and any subsequent use of or action
taken or omitted, by the Transfer Agent, or its agents or
subcontractors on: (i) any information, records, documents,
data, stock certificates or services, which are received by the
Transfer Agent or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Fund, and
which have been prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund including but not
limited to any broker-dealer, TPA or previous transfer agent;
(ii) any instructions or requests of the Fund or any of its
officers; (iii) any instructions or opinions of legal counsel
with respect to any matter arising in connection with the
services to be performed by the Transfer Agent under this
Agreement which are provided to the Transfer Agent after
consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or
signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or
state securities laws or regulations requiring that such Shares
be registered or in violation of any stop order or other
determination or ruling by any federal or any state agency with
respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks including
without limitation for deposit into the Fund's demand deposit
account maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements
required by the NSCC for the transmission of Fund or Shareholder
data through the NSCC clearing systems.
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8.2 In order that the indemnification provisions contained in this
Section 8 shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the Fund of such assertion,
and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to
participate with the Transfer Agent in the defense of such claim
or to defend against said claim in its own name or in the name
of the Transfer Agent. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which
the Fund may be required to indemnify the Transfer Agent except
with the Fund's prior written consent.
9. Standard of Care/Limitation of Liability
The Transfer Agent shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable
for loss or damage due to errors, including encoding and payment
processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its
employees or agents. The parties agree that any encoding or
payment processing errors shall be governed by this standard of
care and Section 4-209 of the Uniform Commercial Code is
superseded by Section 9 of this Agreement. This standard of care
also shall apply to Exception Services, as defined in Section
2.3 herein, but such application shall take into consideration
the manual processing involved in, and time sensitive nature of,
Exception Services. Notwithstanding the foregoing, the Transfer
Agent's aggregate liability during any term of this Agreement
with respect to, arising from or arising in connection with this
Agreement, or from all services provided or omitted to be
provided by the Transfer Agent under this Agreement, whether in
contract, or in tort, or otherwise, is limited to, and shall not
exceed, the aggregate of the amounts actually received hereunder
by the Transfer Agent as fees and charges, but not including
reimbursable expenses, during the six (6) calendar months
immediately preceding the event for which recovery from the
Transfer Agent is being sought.
10. Confidentiality
10.1 All Company Confidential Information shall be proprietary and
the Transfer Agent shall hold all Company Confidential
Information confidential and in strict confidence and shall not
disclose Company Confidential Information to any third party,
unless written authorization to make such disclosure has been
given by Company. For purposes of this Section 10, the term
Transfer Agent shall mean Boston Financial Data Services, Inc.
and any of its subsidiaries and affiliates. Without limitation
of the foregoing, the Transfer Agent shall not, and shall cause
its subsidiaries and affiliates not to, use any Company
Confidential Information or disclose any Company Confidential
Information for purposes of solicitation of or making sales of
any products or services to Shareholders. "Company Confidential
Information" shall mean any information obtained by or on behalf
of the Transfer Agent from, or disclosed to the Transfer Agent
or its representatives by Company, whether any of such
information is in oral or printed form or on any computer disks,
computer tapes, or other electronic or magnetic formats,
including, without limitation, financial statements and
financial data concerning Shareholders, client information or
related information, any communications with Shareholders
(including, without limitation, tape recorded conversations),
the Services and the results from the provision of the Services,
and computer software and coding for
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computer software (excluding any Software or Hardware
modification provided by the Transfer Agent), and any other
information which is considered confidential under the Program
Requirements. Under no circumstances shall the Transfer Agent's
Proprietary Information be deemed to be Company Confidential
Information.
10.2. Section 10.1 shall not restrict any disclosure required to be
made by applicable law, except that (i) in case of any requests
or demands for the inspection of Company Confidential
Information that arise from persons other than authorized
officers of Company, the Transfer Agent will notify Company and
secure instructions from an authorized officer of Company as to
such inspection and (ii) the Transfer Agent shall promptly
notify an authorized officer of Company in writing of any and
all legal actions received by or served on the Transfer Agent,
and shall use its best efforts to promptly notify Company of all
contacts and/or correspondence received by the Transfer Agent
from any regulatory department or agency or other governmental
authority purporting to regulate Company and not the Transfer
Agent, regarding the Transfer Agent's duties and activities
performed in connection with this Agreement, and will cooperate
with Company in responding to such legal actions, contacts
and/or correspondence. Notwithstanding the restrictions on
Company Confidential Information described herein, when required
by law, court order, subpoena or regulatory authority, the
Transfer Agent will disclose such Company Confidential
Information as it deems reasonable and appropriate when required
to do so by law, court order or regulatory authority. Company
and the Transfer Agent will agree on reasonable procedures
regarding such required disclosure and the Transfer Agent will
make reasonable effort to notify Company of requests for such
information by the Securities and Exchange Commission or any
other federal or State securities regulatory agencies prior to
the release of such records.
10.3 The Transfer Agent shall maintain reasonable safeguards for
maintaining, in confidence, any and all Company Confidential
Information. The Transfer Agent shall not, at any time, use any
such Company Confidential Information for any purpose other than
as specifically authorized by this Agreement, or in writing by
Company.
10.4 Upon termination of this Agreement, or as otherwise requested by
Company, all Company Confidential Information held by or on
behalf of the Transfer Agent shall be promptly returned to
Company, or an authorized officer of the Transfer Agent will
certify to Company in writing that all such information has been
destroyed.
10.5 The Transfer Agent acknowledges that its obligation to protect
Company's Confidential Information is essential to the business
interest of Company and that the disclosure of such Confidential
Information in breach of this Agreement would cause Company
immediate, substantial and irreparable harm, the value of which
would be extremely difficult to determine. Accordingly, the
parties agree that, in addition to any other remedies that may
be available in law, equity, or otherwise for the disclosure or
use of the Confidential Information in breach of this Agreement,
Company shall be entitled to seek and obtain a temporary
restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
10.6 The provisions of Section 10.1 though 10.4 shall also apply to
the delegates and subcontractors of the Transfer Agent and to
directors, officers, employees and agents of the Transfer Agent.
The Transfer Agent shall use its best efforts to ensure that its
employees,
12
officers, directors and agents and its delegates and their
employees, officers, directors and agents adhere to the
confidentiality requirements set forth herein. Use and
disclosure of Company Confidential Information by such employees
and agents to the extent necessary to carry out the terms and
purposes of this Agreement is acceptable.
10.7 The Transfer Agent shall take reasonable efforts to advise its
employees of their obligations pursuant to this Section 10. The
obligations of this Section shall survive termination of this
Agreement
11. Covenants of the Fund and the Transfer Agent
11.1 The Fund shall, to the extent not already provided, promptly
furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the
Transfer Agent and the execution and delivery of this Agreement;
and
(b) A copy of the Articles of Incorporation and By-Laws of
the Fund and all material amendments thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.
11.3 The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the
property of the Fund and will be preserved, maintained and made
available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its
request.
12. Termination of Agreement
12.1 Term. The initial term of this Agreement (the "Initial Term")
shall be until December 31, 2007 unless terminated pursuant to
the provisions of this Section 12. Unless a terminating party
gives written notice to the other party one hundred and twenty
(120) days before the expiration of the Initial Term or any
Renewal Term, this Agreement will renew automatically from year
to year (each such year-to-year renewal term a "Renewal Term").
One hundred and twenty (120) days before the expiration of the
Initial Term or a Renewal Term the parties to this Agreement
will agree upon a Fee Schedule for the upcoming Renewal Term.
Otherwise, the fees shall be increased pursuant to Section 3.5
of this Agreement.
12.2 Early Termination. Notwithstanding anything contained in this
Agreement to the contrary, should the Fund desire to move any of
its services provided by the Transfer Agent hereunder to a
successor service provider prior to the expiration of the then
current Initial or Renewal Term, or without the required notice,
the Transfer Agent shall make a good
13
faith effort to facilitate the conversion on such prior date;
however, there can be no guarantee or assurance that the
Transfer Agent will be able to facilitate a conversion of
services on such prior date. In connection with the foregoing,
should services be converted to a successor service provider, or
if the Fund is liquidated or its assets merged or purchased or
the like with or by another entity which does not utilize the
services of the Transfer Agent, the fees payable to the Transfer
Agent shall be calculated as if the services had been performed
by the Transfer Agent until the expiration of the then current
Initial or Renewal Term and calculated at the asset and/or
Shareholder account levels, as the case may be, on the date
notice of termination was given to the Transfer Agent, and the
payment of all fees to the Transfer Agent as set forth herein
shall be accelerated to the business day immediately prior to
the conversion or termination of services.
12.3 Expiration of Term. During the Initial Term or Renewal Term,
whichever currently is in effect, should either party exercise
its right to terminate, all out-of-pocket expenses or costs
associated with the movement of records and material will be
borne by the Fund. Additionally, the Transfer Agent reserves the
right to charge for any other reasonable expenses associated
with such termination.
12.4 Confidential Information. Upon termination of this Agreement,
each party shall return to the other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations.
12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the
Transfer Agent being outstanding for more than ninety (90) days,
except with respect to any amount subject to a good faith
dispute within the meaning of Section 3.4 of this Agreement.
12.6 Bankruptcy. Either party hereto may terminate this Agreement by
notice to the other party, effective at any time specified
therein, in the event that (a) the other party ceases to carry
on its business or (b) an action is commenced by or against the
other party under Title 11 of the United States Code or a
receiver, conservator or similar officer is appointed for the
other party and such suit, conservatorship or receivership is
not discharged within thirty (30) days.
13. Assignment and Third Party Beneficiaries
13.1 Except as provided in Section 14.1 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by
either party without the written consent of the other party. Any
attempt to do so in violation of this Section shall be void.
Unless specifically stated to the contrary in any written
consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under
this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing
under this Agreement shall be construed to give any rights or
benefits in this Agreement to anyone other than the Transfer
Agent and the Fund, and the duties and responsibilities
undertaken pursuant to this Agreement shall be for the sole and
exclusive benefit of the Transfer Agent and the Fund. This
Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
14
13.3 This Agreement does not constitute an agreement for a
partnership or joint venture between the Transfer Agent and the
Fund. Other than as provided in Section 14.1 and Schedule
1.2(f), neither party shall make any commitments with third
parties that are binding on the other party without the other
party's prior written consent.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation
("Boston Financial") which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the Securities Exchange
Act of 1934, as amended, (ii) a Boston Financial subsidiary duly
registered as a transfer agent or (iii) a Boston Financial
affiliate duly registered as a transfer agent; provided,
however, that the Transfer Agent shall be fully responsible to
the Fund for the acts and omissions of Boston Financial or its
subsidiary or affiliate as it is for its own acts and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the
actions or omissions to act of unaffiliated third parties such
as by way of example and not limitation, Airborne Services,
Federal Express, United Parcel Service, the U.S. Mails, the NSCC
and telecommunication companies, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised
due care in selecting the same.
15. Miscellaneous
15.1 Amendment. This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Board of Directors of the Fund.
15.2 Massachusetts Law to Apply. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance
with the laws of The Commonwealth of Massachusetts.
15.3 Force Majeure. In the event either party is unable to perform
its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages
to the other for any damages resulting from such failure to
perform or otherwise from such causes.
15.4 Consequential Damages. Neither party to this Agreement shall be
liable to the other party for special, indirect or consequential
damages under any provision of this Agreement or for any
special, indirect or consequential damages arising out of any
act or failure to act hereunder.
15.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall
survive the termination of this Agreement.
15
15.6 Severability. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired.
15.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this
Agreement and any Schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.
15.8 Waiver. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
15.9 Merger of Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether oral
or written.
15.10 Counterparts. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
15.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in
evidence.
15.12 Notices. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class
mail, postage prepaid, addressed as follows or to such other
address or addresses of which the respective party shall have
notified the other.
(a) If to State Street Bank and Trust Company, to:
c/o Boston Financial Data Services, Inc.
The Xxxxxxxxxx Building
000 Xxxx 0xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxx
Fax:
With a copy to:
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Legal Department
Fax: 000-000-0000
(b) If to the Fund, to:
The Enterprise Group of Funds II, Inc.
16
Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, XX X-000
Xxxxxxx, XX 00000
Attention: Xxx Xxx
With a copy to: Attention: Xxxxxxxx Xxxxx
Fax: 000-000-0000
16. Additional Funds
In the event that the Fund establishes one or more series of
Shares, in addition to those listed on the attached Schedule A,
with respect to which it desires to have the Transfer Agent
render services as transfer agent under the terms hereof, it
shall so notify the Transfer Agent in writing, and provide the
Transfer Agent with all applicable information including the
current prospectus with respect to such series and if the
Transfer Agent agrees in writing to provide such services, such
series of Shares shall be deemed to be a Portfolio hereunder.
The Transfer Agent shall prepare a revised Schedule A to include
such new series and provide it to the Fund as soon as
practicable following the receipt of such information.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STATE STREET BANK AND TRUST COMPANY THE ENTERPRISE GROUP OF FUNDS II, INC.
By: By:
------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President Title: Chief Financial Officer
------------------------------- -------------------------------
Attest: Attest:
------------------------------- -------------------------------
Name: Name:
------------------------------- -------------------------------
17
SCHEDULE A
FUND LIST
Capital Appreciation
Deep Value
Equity
Equity Income
Global Financial Services
Global Socially Responsive
Government Securities
Growth
Growth & Income
High Yield Bond
International Growth
Technology
Managed
Mergers and Acquisitions
Mid Cap Growth
Money Market
Multi Cap Growth
Short Duration Bond Fund
Small Company Growth
Small Company Value
Stable Value (A only)
Tax Exempt
Total Return
Strategic Allocation
STATE STREET BANK AND TRUST COMPANY THE ENTERPRISE GROUP OF FUNDS II, INC.
By: By:
------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President Title: Chief Financial Officer
------------------------------- -------------------------------
SCHEDULE 1.2(f)
ADDITIONAL TELEPHONE SUPPORT FEES AND SERVICES
Dated ____________
I. SERVICES
1. Transfer Agent and Telephone Support Functions
a. Answer telephone inquiries from [XXX 8 a.m. to 8 p.m.
eastern standard time Monday through Friday EXCEPT
Christmas Day XXX][XXX OTHER HOLIDAY COVERAGE AVAILABLE?
XXX] from [XXX existing customers and prospective
customers XXX] of the Fund [XXX for sales literature
XXX] in accordance with the telephone script provided by
the Fund.
b. Answer questions pertaining thereto the extent that such
questions are answerable based upon the information
supplied to the Transfer Agent by the Fund.
c. [XXX As the Fund and the Transfer Agent may agree in
writing, the Transfer Agent will receive calls and take
written transaction requests from shareholders of the
Fund. Transfer Agent transactions include: [XXX
telephone redemptions, account maintenance, exchanges,
transfers, confirmed purchases, account balances and
general inquiries XXX]. Some transactions may result in
research which will be done by the Fund. Other calls may
be referred directly to the Fund. Fax any referrals to
[XXX name of company XXX] on the same day the telephone
call is received XXX];
2. Incorporate new information into the above referenced script
upon written instructions from the Fund;
3. Maintain prospect detail information for six (6) months
thereafter, provide such information to the Fund in the form
that the Fund may reasonably request;
4. Send all literature orders for information from NFDS/DST [XXX
[how?] [to whom?] XXX] a minimum of [XXX one XXX] transmission
per day;
5. Provide the Fund with a [XXX daily/weekly/monthly XXX] telephone
report detailing the calls received during the [XXX
day/week/month XXX];
6. [XXX Provide the Fund with monthly conversion reports as
selected by the Fund from DST's standard report package. XXX]
7. TARGET SERVICE LEVELS: Average speed of answer is fifteen (15)
seconds, abandon rate of no more than 2%, and an overall service
level of 85%. The averages will be calculated on a weekly basis.
2
II. SUBCONTRACTORS
1. The Transfer Agent may, without further consent on the part of
the Fund, subcontract ministerial telephone support services for
the performance hereof.
III. FEES
STATE STREET BANK AND TRUST COMPANY THE ENTERPRISE GROUP OF FUNDS II, INC.
By: By:
------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President Title: Chief Financial Officer
------------------------------- -------------------------------
3
SCHEDULE 1.2(G)
AML DELEGATION
1. Delegation. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"),
the Fund has developed and implemented a written anti-money
laundering program (the "AML Program"), which is designed to
satisfy the requirements of the USA PATRIOT Act. Under the USA
PATRIOT Act, a mutual fund can elect to delegate certain duties
with respect to the implementation and operation of its AML
Program to a service provider, including its transfer agent. The
Fund is desirous of having the Transfer Agent perform certain
delegated duties pursuant to the AML Program and the Transfer
Agent desires to accept such delegation.
2. Limitation on Delegation. The Fund acknowledges and agrees that
in accepting the delegation hereunder, the Transfer Agent is
agreeing to perform only those duties that have been expressly
delegated on this Schedule 1.2(g) (the "Delegated Duties"), as
may be amended from time to time, and is not undertaking and
shall not be responsible for any other aspect of the AML Program
or for the overall compliance by the Fund with the USA PATRIOT
Act or for any other matters that have not been delegated
hereunder. Additionally, the parties acknowledge and agree that
the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and
transactions in, shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information.
3. Consent to Examination. In connection with the performance by
the Transfer Agent of the Delegated Duties, the Transfer Agent
understands and acknowledges that the Fund remains responsible
for assuring compliance with the USA PATRIOT Act and that the
records the Transfer Agent maintains for the Fund relating to
the AML Program may be subject, from time to time, to
examination and/or inspection by federal regulators in order
that the regulators may evaluate such compliance. The Transfer
Agent hereby consents to such examination and/or inspection and
agrees to cooperate with such federal examiners in connection
with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours and on reasonable notice
all required records and information for review by such
examiners.
4. Delegated Duties
4.1 With respect to the beneficial ownership of, and transactions
in, shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information, the Transfer Agent
shall:
(a) Submit all new account and registration maintenance
transactions through the Office of Foreign Assets Control
("OFAC") database and such other lists or databases of trade
restricted individuals or entities as may be required from time
to time by applicable regulatory authorities;
(b) Submit special payee checks through OFAC database;
(c) Review redemption transactions that occur within thirty
(30) days of account establishment or maintenance;
(d) Review wires sent pursuant to banking instructions other
than those on file with the Transfer Agent;
(e) Review accounts with small balances followed by large
purchases;
(f) Review accounts with frequent activity within a
specified date range followed by a large redemption;
(g) On a daily basis, review purchase and redemption
activity per tax identification number ("TIN") within the Funds
to determine if activity for that TIN exceeded the $100,000
threshold on any given day;
(h) Compare all new accounts and registration maintenance
through the Known Offenders database and notify the Fund of any
match.
(i) Monitor and track cash equivalents under $10,000 for a
rolling twelve-month period and file IRS Form 8300 and issue the
Shareholder notices required by the IRS;
(j) Determine when a suspicious activity report ("SAR")
should be filed as required by regulations applicable to mutual
funds; prepare and file the SAR. Provide the Fund with a copy of
the SAR within a reasonable time after filing; notify Fund if
any further communication is received from U.S. Department of
the Treasury or other law enforcement agencies regarding the
SAR;
(k) Compare account information to any FinCEN request
received by the Fund and provided to the Transfer Agent pursuant
to USA PATRIOT Act Sec. 314(a). Provide the Fund with
documents/information necessary to respond to requests under USA
PATRIOT Act Sec. 314(a) within required time frames; and
(l) (i) verify the identity of any person seeking to
open an account with the Fund, (ii) maintain records of the
information used to verify the person's identity and (iii)
determine whether the person appears on any lists of known or
suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
4.2 In the event that the Transfer Agent detects activity as a
result of the foregoing procedures, which necessitates the
filing by the Transfer Agent of a SAR, a Form 8300 or other
similar report or notice to OFAC, then the Transfer Agent shall
also immediately notify the Fund, unless prohibited by
applicable law.
STATE STREET BANK AND TRUST COMPANY THE ENTERPRISE GROUP OF FUNDS II, INC.
By: By:
------------------------------- -------------------------------
2
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President Title: Chief Financial Officer
------------------------------- -------------------------------
3
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated ____________
1. On each day on which both the New York Stock Exchange and the
Fund are open for business (a "Business Day"), the TPA(s) shall
receive, on behalf of and as agent of the Fund, Instructions (as
hereinafter defined) from the Plan. Instructions shall mean as
to each Fund (i) orders by the Plan for the purchases of Shares,
and (ii) requests by the Plan for the redemption of Shares; in
each case based on the Plan's receipt of purchase orders and
redemption requests by Participants in proper form by the time
required by the terms of the Plan, but not later than the time
of day at which the net asset value of a Fund is calculated, as
described from time to time in that Fund's prospectus. Each
Business Day on which the TPA receives Instructions shall be a
"Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on
which it accepted Instructions for the purchase and redemption
of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of
the net amount of such purchases or redemptions, as the case may
be, for each of the Plans. In the case of net purchases by any
Plan, the TPA(s) shall instruct the Trustees of such Plan to
transmit the aggregate purchase price for Shares by wire
transfer to the Transfer Agent on (TD+1). In the case of net
redemptions by any Plan, the TPA(s) shall instruct the Fund's
custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1).
The times at which such notification and transmission shall
occur on (TD+1) shall be as mutually agreed upon by each Fund,
the TPA(s), and the Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which
record shall reflect Shares purchased and redeemed, including
the date and price for all transactions, and Share balances. The
TPA(s) shall maintain on behalf of each of the Plans a single
master account with the Transfer Agent and such account shall be
in the name of that Plan, the TPA(s), or the nominee of either
thereof as the record owner of Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions
of Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans,
periodic account statements showing the total number of Shares
owned by that Plan as of the statement closing date, purchases
and redemptions of Shares by the Plan during the period covered
by the statement, and the dividends and other distributions paid
to the Plan on Shares during the statement period (whether paid
in cash or reinvested in Shares).
4
7. The TPA(s) shall, at the request and expense of each Fund,
transmit to the Plans prospectuses, proxy materials, reports,
and other information provided by each Fund for delivery to its
shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and
transmit to each Fund or any agent designated by it such
periodic reports covering Shares of each Plan as each Fund shall
reasonably conclude are necessary to enable the Fund to comply
with state Blue Sky requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase
orders and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account
balance information for the Plan(s) and daily and monthly
purchase summaries expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that
prospectuses, proxy materials, periodic reports and other
materials relating to each Fund be furnished to Participants in
which event the Transfer Agent or each Fund shall mail or cause
to be mailed such materials to Participants. With respect to any
such mailing, the TPA(s) shall, at the request of the Transfer
Agent or each Fund, provide at the TPA(s)'s expense a complete
and accurate set of mailing labels with the name and address of
each Participant having an interest through the Plans in Shares.
STATE STREET BANK AND TRUST COMPANY THE ENTERPRISE GROUP OF FUNDS II, INC.
By: By:
------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President Title: Chief Financial Officer
------------------------------- -------------------------------
5
