TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this First day of November, 1996,
by and between Lord Asset Management Trust, which sponsors the Xxxxxx Xxxxx
World Fund (the "Fund"), an open-end investment company (the Trust) and Firstar
Trust Company, a corporation organized under the laws of the State of Wisconsin
(the "Agent").
W I T N E S S E T H:
WHEREAS, the Trust is an open-ended management investment company which is
registered under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers;
NOW, THEREFORE, the Trust, on behalf of the Fund, and the Agent do mutually
promise and agree as follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints the Agent to act as transfer agent and dividend
disbursing agent.
The Agent shall perform all of the customary services of a transfer agent
and dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:
A. Receive orders for the purchase of shares, with prompt delivery, where
appropriate, of payment and supporting documentation to the Fund's
custodian;
B. Process purchase orders and issue the appropriate number of certificated
or uncertificated shares with such uncertificated shares being held in
the appropriate shareholder account;
C. Process redemption requests received in good order and, where relevant,
deliver appropriate documentation to the Fund's custodian;
D. Pay monies (upon receipt from the Fund's custodian, where relevant) in
accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between funds within the same family of funds;
G. Issue and/or cancel certificates as instructed; replace lost, stolen or
destroyed certificates upon receipt of satisfactory indemnification or
surety bond;
H. Prepare and transmit payments for dividends and distributions declared by
the Fund;
I. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the Fund and maintain, pursuant to
Section Rule 17ad-10(e), a record of the total number of shares of the
Fund which are authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail, receive and
tabulate proxies;
L. Mail shareholder reports and prospectuses to current shareholders;
M. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and .
distributions for all shareholders;
N. Provide shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all
purchases, redemptions and other confirmable transactions as agreed upon
with the Fund; and
O. Provide a Blue Sky System which will enable the Fund to monitor the total
number of shares sold in each state.
2. Compensation
The Fund agrees to pay the Agent for performance of the duties listed in
this Agreement; the fees and out-of-pocket expenses include, but are not limited
to the following: printing, postage, forms, stationery, record retention,
mailing, insertion, programming, labels, shareholder lists and proxy expenses.
The Agent agrees to the performance based servicing standards detailed in
the attached Schedule A.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Trust, on behalf of the Fund,
and the Agent.
The Fund agrees to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
3. Representations of Agent
The Agent represents and warrants to the Fund that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is duly qualified to carry on its business in the state of Wisconsin;
C. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement; and
E. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
F. It will use its best efforts to ensure the individuals primarily
responsible for daily communications with the Fund remain as primary
contacts for as long as reasonably possible or as otherwise agreed to
from time to time between the Fund and the Agent.
4. Representations of the Fund
The Fund represents and warrants to the Agent that:
A. The Trust is an open-ended diversified investment company under the
Investment Company Act of 1940;
B. The Trsut is a business trust organized, existing, and in good standing
under the laws of Delaware;
C. The Fund is empowered under applicable laws and by its Trust Instrument
and bylaws to enter into and perform this Agreement on behalf of the
Fund;
D. All necessary proceedings required by the Trust Instrument have been
taken to authorize it to enter into and perform this Agreement;
E. The Fund will comply with all applicable requirements of the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,
the Investment Company Act of 1940, as amended, and any laws, rules and
regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 is currently
effective and will remain effective.
5. Covenants of Fund and Agent
The Fund shall furnish the Agent a certified copy of the resolution of the
Board of Trustees of the Trust authorizing the appointment of the Agent and the
execution of this Agreement. The Fund shall provide to the Agent a copy of the
Trust Instrument, bylaws of the Trust, and all amendments.
The 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 Agent agrees that all such records prepared or
maintained by the Agent relating to the services to be performed by the Agent
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such section and rules and wil be surrendered
to the Fund on and in accordance with its request.
6. Indemnification; Remedies Upon Breach
The Agent agrees to use reasonable care and act in good faith in performing
its duties hereunder.
Notwithstanding the foregoing, the Agent shall not be liable or responsible
for delays or errors occurring by reason of circumstances beyond its control,
including acts of civil or military authority, national or state emergencies,
fire mechanical or equipment failure, flood or catastrophe, acts of God,
insurrection or war. In the event of a mechanical breakdown beyond its control,
the Agent shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond the Agent's control. The
agent will make every reasonable effort to restore any lost or damaged data, and
the correcting of any errors resulting from such a breakdown will be at the
Agent's expense. The Agent agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be entitled to
inspect the Agent's premises and operating capabilities at any time during
regular business hours of the Agent, upon reasonable notice to the Agent.
The Agent will indemnify and hold the Fund harmless against any and all
losses claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit resulting
from the Agent's bad faith or negligence, and arising out of or in connection
with the Agent's duties on behalf of the Fund hereunder. The Fund will
indemnify and hold the Agent harmless against any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action, or suit not resulting from
the Agent's bad faith or negligence, and arising out of or in connection with
the Agent's duties on behalf of the Fund hereunder.
Further, the Fund will indemnify and hold the Agent harmless against any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action, or suit
as a result of the negligence of the Fund or the principal underwriter, if any,
(unless contributed to by the Agent's own negligence or bad faith); or as a
result of the Agent acting upon telephone instructions relating to the exchange
or redemption of shares received by the Agent and reasonably believed by the
Agent to have originated from the record owner of the subject shares; or as a
result of the Agent upon any instructions executed or orally communicated by a
duly authorized officer or employee of the Fund, according to such lists of
authorized officers and employees furnished to the Agent and as amended from
time to time in writing by a resolution of the Board of Trustees of the Trust;
or as a result of acting in reliance upon any genuine instrument or stock
certificate signed, countersigned, or executed by any person or persons
authorized to sign, countersign, or execute the same.
In order for this section to apply, it is understood that if in any case
the Fund may be asked to indemnify or hold harmless the Agent, the Fund shall
be advised of all pertinent facts concerning the situation in question, and it
is further understood that the Agent will use reasonable care to notify the Fund
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Fund. The Fund shall have the option to
defend the Agent against any claim which may be the subject of this
indemnification and, in the event the Fund so elects, the Agent will so notify
the Fund, and thereupon the Fund shall take over complete defense of the claim,
and the Agent shall sustain no further legal or other expenses in such situation
for which the Agent shall seek indemnification under this section. The Agent
will in no case confess any claim or make any compromise in any case in which
the Fund will be asked to indemnify the Agent, except with the Trust's prior
written consent, on behalf of the Fund.
7. Confidentiality
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Fund and its
shareholders and shall not be disclosed to any other party, except after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Agent may be exposed to
civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities.
Additional Series. The Lord Asset Management Trust is authorized to issue
separate classes of shares of beneficial interest representing interests in
separate investment portfolios. The parties intend that each portfolio
established by the Trust, now or in the future, be covered by the terms and
conditions of this agreement.
8. Wisconsin Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the state of Wisconsin.
9. Amendment, Assignment, Termination and Notice
A. This Agreement may be amended by the mutual written consent of the
parties.
B. After the first full year, this Agreement may be terminated upon ninety
(90) day's written notice given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be assigned
by either party without the signed, written consent of the other party.
D. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered, or
mailed to the principal place of business of the other party.
E. In the event that the Fund gives to the Agent its written intention to
terminate and appoint a successor transfer agent, the Agent agrees to
cooperate in the transfer of its duties and responsibilities to the
successor, including any and all relevant books, records and other data
established or maintained by the Agent under this Agreement.
F. Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
paid by the Fund.
10. Disclaimer of Liability
This Agreement is executed on behalf of the Fund by its officers in their
capacities as officers and not individually. The obligations of the Fund
under this Agreement are not binding upon the Fund's trustees, officers, or
shareholders individually, but are binding only upon the assets and property
of the Fund to which the services performed pursuant to this Agreement relate.
Lord Asset Management Trust Firstar Trust Company
By: ______________________________ By: ______________________________
Attest: __________________________ Attest: __________________________
Assistant Secretary
Schedule A
Transfer Agent Performance Standards
Service Standard
I. Transaction Processing
Financial Transactions 100% on date of receipt in good form
Nonfinancial Transactions 100% within two business days
Transfers 100% within one business day
Adjustment Transactions 100% within two business days
Error Ratio Less than .20% of total financial
transactions
Quality Control 100% on date of receipt
II. Mailing of Shareholder Items
Shareholder Statements 100% within two business days
Certificates 100% within three business days
Liquidation Checks 100% within one business days
Client Reports
Daily 100% within one business day
Month-End 100% within three business day
Wire Order Confirms 100% within one business day
III. Investor Services-Reital and Institutional
Average Speed of Answer Less than 20 seconds
Call answered in 20 Seconds Greater than 90%
Abandon Rate (Calls > 20 seconds) Less than 3% of all calls
Research Requests 95% within one hour
100% within one business day
IV. Correspondence
Respond to written requests 97% same day
100% within two business days
Qualified Plan Transfer-in Requests 100% within one business day
Qualified Plan Second Requests 100% within three business weeks
Rejected Transaction Requests 100% wihtin one business day
V. Communications
Daily Cash information to Client Prior to 9:30 a.m. each day
