TRANSFER AGENT AGREEMENT
Agreement dated as of October 15, 1997, between Xxxxx Xxx
Advisor Trust, a Massachusetts business trust (the "Trust")
comprised of the series of portfolios listed in Schedule A (as the
same may from time to time be amended to add or to delete one or
more series, all referred to herein as the "Fund"), and Colonial
Investors Service Center, Inc. ("CISC"), a Massachusetts
corporation.
WHEREAS, the Trust has appointed CISC as Transfer Agent,
Registrar and Dividend Disbursing Agent for each series of the
Trust listed in Schedule A, each a registered investment company,
WHEREAS, CISC desires to accept such appointment and to
perform such services upon the terms and subject to the conditions
set forth herein; and
WHEREAS, Xxxxx Xxx & Farnham, Inc. ("SRF") is the investment
adviser to the Fund and Liberty Financial Investments, Inc. is the
principal distributor ("Distributor") of its shares.
NOW THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the parties hereto agree as follows:
1. APPOINTMENT. The Trust hereby appoints CISC to act as
its agent in respect of the purchase, redemption and transfer of
Fund shares and dividend disbursing services in connection with
such shares other than with respect to Fund shares held in omnibus
accounts as to which such services are performed by other
financial institutions as described in the Fund's Prospectus from
time to time. CISC accepts such appointment and will perform the
duties and functions described herein in the manner hereinafter
set forth.
CISC agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder in
accordance with the practice of transfer agents of investment
companies registered with the Securities and Exchange Commission
and in compliance with all laws applicable to mutual fund transfer
agents and the Fund.
CISC agrees that it shall perform usual and ordinary services
as transfer agent, registrar and dividend disbursing agent, which
are necessary and appropriate for investment companies registered
with the Securities and Exchange Commission, except as otherwise
specifically excluded herein, including but not limited to:
receiving and processing payments for purchases of Fund shares,
opening shareholder accounts, receiving and processing requests
for liquidation of Fund shares, transferring and canceling stock
certificates, maintaining all shareholder accounts, preparing
annual shareholder meetings lists, mailing proxy materials,
receiving and tabulating proxies, mailing shareholder reports and
prospectuses, account research, shareholder correspondence and
telephone services, providing order room services to brokers,
withholding taxes on accounts, disbursing income dividends and
capital gains distributions, preparing and filing U.S. Treasury
Department Form 1099 for shareholders, preparing and mailing
confirmation forms to shareholders for all purchases and
liquidations of Fund shares and other confirmable transactions in
shareholder accounts, recording reinvestment of dividends and
distributions in Fund shares, and causing liquidation of shares
and disbursements to be made to withdrawal plan holders.
2. FEES AND CHARGES. The Trust will pay to CISC for the
services provided hereunder in accordance with and in the manner
set forth in Schedule B to this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF CISC. CISC represents
and warrants to the Trust that:
(a) It is a corporation duly organized and existing in good
standing under the laws of the Commonwealth of
Massachusetts;
(b) It is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(c) It is empowered under applicable state and federal laws
and by its Articles of Organization and By-Laws to enter
into and perform the services contemplated by this
Agreement and it is in compliance and shall continue
during the term of this Agreement to be in compliance
with all such applicable laws;
(d) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
(e) It has and shall continue to have and maintain the
necessary facilities, equipment and personnel to perform
its duties and obligations under this Agreement; and
(f) It has filed a Registration Statement on SEC Form TA-1
and will file timely an amendment to same respecting this
Transfer Agent Agreement with the Securities and Exchange
Commission; it is duly registered as a transfer agent as
provided in Section 17Ac of the Securities and Exchange
Act of 1934, and it will remain so registered and will
comply with all state and federal laws and regulations
relating to transfer agents throughout the term of this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF TRUST. The Trust
represents and warrants to CISC that:
(a) It is a business trust duly organized and existing in
good standing under the laws of the State of
Massachusetts;
(b) The Fund is an open-end diversified management investment
company registered under the Investment Company Act of
1940;
(c) Registration statements under the Securities Act of 1933
and applicable state laws are currently effective and
will remain effective at all times with respect to all
shares of the Fund being offered for sale;
(d) The Trust is empowered under applicable laws and
regulations and by its Agreement and Declaration of Trust
and By-Laws to enter into and perform this Agreement;
(e) All requisite proceedings and actions have been taken to
authorize it to enter into and perform this Agreement.
5. COPIES OF DOCUMENTS. The Trust promptly from time to
time will furnish CISC with copies of the following Trust and Fund
documents and all amendments or supplements thereto: the
Agreement and Declaration of Trust; the By-Laws; and the
Registration Statement under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended,
together with any other information reasonably requested by CISC.
The Prospectus and Statement of Additional Information contained
in such Registration Statement, as from time to time amended and
supplemented, are herein collectively referred to as the
"Fund's Prospectus."
On or before the date of effectiveness of this Agreement, or as
soon thereafter as is reasonably practicable, and from time-to-
time thereafter, the Trust will furnish CISC with certified copies
of resolutions of the Trustees of the Trust authorizing this
Agreement and designating authorized persons to give instructions
to CISC; if applicable, a specimen of the certificate for shares
of the Fund in the form approved by the Trustees of the Trust,
with a certificate of the Secretary of the Trust as to such
approval; and certificates as to any change in any officer,
director, or authorized person of the Trust.
6. SHARE CERTIFICATES. Unless and until the Trustees of the
Trust resolve that all of the Trust's shares of beneficial
interests, or all of the shares of a particular series or class of
such shares, shall be issued in uncertificated form, CISC shall
maintain a sufficient supply of blank share certificates
representing such shares, in the form approved from time to time
by the Trustees of the Trust. Such blank share certificates shall
be properly signed, manually or by facsimile signature by the duly
authorized officers of the Trust, and shall bear the seal or
facsimile thereof of the Trust; and notwithstanding the death,
resignation or removal of any officer of the Trust authorized to
sign such share certificates, CISC may continue to countersign
certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Trust.
7. LOST OR DESTROYED CERTIFICATES. In case of the alleged
loss or destruction of any share certificate, no new certificate
shall be issued in lieu thereof, unless there shall first be
furnished to CISC an affidavit of loss or non-receipt by the
holder of shares with respect to which a certificate has been lost
or destroyed, supported by an appropriate bond paid for by the
shareholder which is satisfactory to CISC and issued by a surety
company satisfactory to CISC. CISC shall place and maintain stop
transfer instructions on all lost certificates as to which it
receives notice.
8. PURCHASES; RECEIPT OF FUNDS FOR INVESTMENT. CISC will
maintain one or more accounts with BankBoston, N.A. ("Bank"), in
the name, or for the benefit, of the Trust into which it will
deposit funds payable to CISC or SteinRoe Services, Inc. as agent
for, or otherwise identified as being for the account of, the
Trust, prior to crediting such funds to the respective accounts of
the Trust and the Distributor.
Thereafter, CISC will determine the amount of any such funds
due the Trust (equal to the number of Trust shares sold by the
Trust computed pursuant to paragraph 9 hereof, multiplied by the
net asset value of Trust share next determined after receipt of
such purchase order) and the amount of funds due to the
Distributor (equal to the sales charge applicable to such sale,
computed pursuant to the Prospectus), respectively, deposit the
portion due the Distributor in its account with such bank as may
from time to time be designated by the Distributor ("Distributor's
Account"), deposit the net amount due the Trust in its account
with the financial institution from time to time selected by the
Trust as custodian of the Fund ("Custodian"), and notify the
Distributor and the Custodian, respectively, (such notification to
the Distributor to include the amount of such sales charge to be
remitted by the Distributor to the dealer participating in the
sale, of such deposits, such notification to be given as soon as
practicable on the next business day stating the total amount
deposited to said accounts during the previous business day.
9. SHAREHOLDER ACCOUNTS. Upon receipt of any funds referred
to in paragraph 8, CISC will compute the number of shares
purchased by the shareholder according to the appropriate offering
price of Fund shares determined in accordance with applicable
federal laws and regulations and as described in the Prospectus of
the Fund, and:
(a) In the case of a new shareholder, open and maintain an
open account for such shareholder in the name or names
set forth in the subscription application form;
(b) Unless the Trustees of the Trust have resolved that all
of the Trust's shares of beneficial interest, or all of
the shares of a particular series or class, shall be
issued in uncertificated form, and if specifically
requested in writing by the shareholder, countersign,
issue and mail, by first class mail, to the shareholder
at his or her address a share certificate for full shares
purchased;
(c) Send to the shareholder a confirmation indicating the
amount of full and fractional shares purchased (in the
case of fractional shares, rounded to three decimal
places) and the price per share;
(d) In the case of a request to establish a plan or program
being offered by the Fund's Prospectus, open and maintain
such plan or program for the shareholder in accordance
with the terms thereof; and
(e) Perform such other services and initiate and maintain
such other books and records as are customarily
undertaken by transfer agents in maintaining shareholder
accounts for registered investment company investors;
all subject to any requirements set forth in the Fund's Prospectus
with respect to rejection of orders.
For closed accounts, CISC will maintain account records
through June of the calendar year following the year in which the
account closed.
10. UNPAID CHECKS; ACCOUNTS ASSIGNED FOR COLLECTION. If any
check or other order for payment of money on the account of any
shareholder or new investor is returned for any reason, CISC will:
(a) Give prompt notification to the Distributor of such
non-payment; and
(b) Take such other steps, including imposition of a
reasonable processing or handling fee, as CISC may, in
CISC's discretion, deem appropriate, or as the Trust or
the Distributor may instruct CISC, provided that any
authorization to pay such order notwithstanding
insufficient shareholder account funds, is expressly on
the condition that the Trust or Distributor, as the case
may be, shall indemnify CISC and payor bank in respect of
such payment.
11. DIVIDENDS AND DISTRIBUTIONS. The Trust will promptly
notify CISC of the declaration of any dividend or distribution
with respect to Fund shares, the amount of such dividend or
distribution, the date each such dividend or distribution shall
be paid, and the record date for determination of shareholders
entitled to receive such dividend or distribution. As dividend
disbursing agent, CISC will, on or about the payment date of
any such dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay such dividend or
distribution, and the Trust agrees that on or before the mailing
date of such dividend or distribution it will instruct the
Custodian to make available to CISC sufficient funds in the
dividend and distribution account maintained by CISC with the
Bank. As dividend disbursing agent, CISC will prepare and
distribute to shareholders any funds to which they are entitled by
reason of any dividend or distribution and, in the case of
shareholders entitled to receive additional shares by reason of
any such dividend or distribution, CISC will make appropriate
credits to their accounts and cause to be prepared and mailed to
shareholders confirmation statements and, of such additional
shares. CISC will maintain all records necessary to reflect the
crediting of dividends and distributions which are reinvested in
shares of the Fund.
12. REDEMPTIONS. As agent for the Trust, CISC will receive
and process in accordance with the Fund's Prospectus, share
certificates and requests for redemptions of shares, as follows:
(a) If such certificate or request complies with standards
for redemption, CISC will notify the Custodian of the
actual amount of cash required to pay redemptions, and
the Trust hereby instructs the Custodian to make
available to CISC sufficient funds in the redemption
account maintained by CISC with the Bank. CISC will
deposit any contingent deferred sales charge ("CDSC") due
the Distributor in accordance with the Fund's Prospectus,
in the Distributor's Account and pay to the shareholder
from funds deposited from time to time in the redemption
account maintained by CISC with the Bank, the appropriate
redemption price as set forth in the Fund's Prospectus;
(b) If such certificate or request does not comply with the
standards for redemption, CISC will promptly notify the
shareholder and shall effect the redemption at the price
in effect at the time of receipt of documents complying
with the standard; and
(c) CISC shall notify the Trust and the Distributor as soon
as practicable on each business day of the total number
of Trust shares and funds covered by requests for
redemption which were received by CISC in proper form on
the previous business day, and shall notify the
Distributor of deposits to its account with respect to
any CDSC.
13. TRANSFER AND EXCHANGES. CISC will receive and process
transfers of shares of the Fund and exchanges between series of
the Trust and other investments as, and to the extent, permitted
in the Prospectus of the Fund. If shares to be transferred are
represented by outstanding certificates, CISC will, upon surrender
to it of the certificates in proper form for transfer, credit the
same to the transferee on its books. If shares are to be
exchanged, CISC will process such exchange in the same manner as a
redemption and sale of shares, in accordance with the Fund's
Prospectus.
14. SYSTEMATIC WITHDRAWAL PLANS. CISC will administer
systematic withdrawal plans pursuant to the provisions of
withdrawal orders duly executed by shareholders and the Fund's
Prospectus. Prior to the payment date, CISC will withdraw from a
shareholder's account and present for redemption as many shares as
shall be sufficient to make such withdrawal payment pursuant to
the provisions of the shareholder's withdrawal plan and the
Prospectus.
15. LETTERS OF INTENT AND OTHER PLANS. CISC will process
such letters of intent for investing in shares as are provided
for in the Prospectus, and CISC will act as escrow agent
pursuant to the terms of such letters of intent duly executed by
shareholders. CISC will make appropriate deposits for the
adjustment of sales charges as therein provided and will currently
report the same to the Distributor, it being understood, however,
that computations of any adjustment of sales charge shall be the
responsibility of the Distributor or the Trust. CISC will process
such accumulation plans, group programs and other plans or
programs for investing in shares as are provided for in the
Prospectus.
16. TAX RETURNS AND REPORTS. CISC will prepare and file tax
returns and reports with the Internal Revenue Service and any
other federal, state or local governmental agency which may
require such filings, including state abandoned property laws, and
conduct appropriate communications relating thereto, and, if
required, mail to shareholders such forms for reporting dividends
and distributions paid by the Fund as are required by applicable
laws, rules and regulations, and CISC will withhold such sums as
are required to be withheld under applicable Federal and state
income tax laws, rules and regulations. CISC will also make
reasonable attempt to obtain such tax withholding information from
shareholders as is required to be obtained on behalf of the Trust
under applicable federal or state laws.
17. RECORD KEEPING. CISC will maintain records, which at
all times will be the property of the Trust and available for
inspection by the Trust and Distributor, showing for each
shareholder's account the following information:
(a) Name, address, and United States taxpayer identification
or Social Security number, if provided (or amounts
withheld with respect to dividends and distributions on
shares if a taxpayer identification or Social Security
number is not provided);
(b) Number of shares held for which certificates have not
been issued and for which certificates have been issued;
(c) Historical information regarding the account of each
shareholder, including dividends and distributions paid,
if any, and the date and price for all transactions on a
shareholder's account;
(d) Any stop or restraining order placed against a
shareholder's account;
(e) Information with respect to withholdings of taxes as
required under applicable Federal and state laws and
regulations;
(f) Any capital gain or dividend reinvestment order and plan
application relating to the current maintenance of a
shareholder's account; and
(g) Any instructions as to letters of intent, record address,
and any correspondence or instructions relating to the
current maintenance of a shareholder's account.
CISC shall maintain at its expense those records necessary to
carry out its duties under this Agreement; remaining records will
be preserved at the Trust's expense for the periods prescribed by
law. In addition, CISC shall maintain at its expense for periods
prescribed by law all records which the Fund or CISC is required
to keep and maintain pursuant to any applicable statute, rule or
regulation, including without limitation, Rule 31(a)-1 under the
Investment Company Act of 1940, relating to the maintenance of
records in connection with the services to be provided hereunder.
At the end of the period in which records must be retained by
law, such records and documents will either be provided to the
Trust or destroyed in accordance with prior written authorization
from the Trust.
18. RETIREMENT PLAN SERVICES. CISC shall provide sub-
accounting services for retirement plan shareholders representing
group relationships with special recordkeeping needs.
19. OTHER INFORMATION FURNISHED. CISC will furnish to the
Trust and the Distributor such other information, including
shareholder lists and statistical information as may be agreed
upon from time to time between CISC, the Distributor, or the
Trust. CISC shall notify the Trust of any request or demand to
inspect the share records of the Fund, and will not permit or
refuse such inspection until receipt of written instructions from
the Trust as to such permission or refusal unless required by law.
CISC shall provide to the Trust any results of studies and
evaluations of systems of internal accounting controls performed
for the purpose of meeting the requirements of Regulation
240.17Ad-13(a) of the Securities Exchange Act.
20. SHAREHOLDER INQUIRIES. CISC will respond promptly to
written correspondence from shareholders, registered
representatives of broker-dealers engaged in selling Trust
shares, the Trust and the Distributor relating to its duties
hereunder. CISC also will respond to telephone inquiries from
shareholders with respect to existing accounts.
21. COMMUNICATIONS TO SHAREHOLDERS AND MEETINGS. CISC
will determine all shareholders entitled to receive, and will
cause to be addressed and mailed, all communications by the Fund
to its shareholders, including quarterly and annual statements or
reports, proxy material for meetings and periodic communications.
CISC will cause to be received, examined and tabulated return
proxy cards for meetings of shareholders and certify the vote to
the Trust.
22. INSURANCE. CISC will not reduce or allow to lapse any
of its insurance coverage from time to time in effect, including
but not limited to errors and omissions, fidelity bond and
electronic data processing coverage, without the prior written
consent of the Trust. Attached as Schedule D to this Agreement is
a list of the insurance coverage which CISC has in effect as of
the date of execution of this Agreement.
23. DUTY OF CARE AND INDEMNIFICATION. CISC will at all
times use reasonable care, due diligence and act in good faith in
performing its duties hereunder. CISC will not be liable or
responsible for delays or errors by reason of circumstances beyond
its control, including without limitation acts of civil or
military authority, national or state emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe,
acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
CISC may rely on certifications of those individuals
designated as authorized persons to give instructions to CISC as
to proceedings or facts in connection with any action taken by the
shareholders of the Fund or Trustees of the Trust, and upon
instructions not inconsistent with this Agreement from individuals
who have been so authorized. Upon receiving an authorization from
an individual designated as an authorized person to give
instructions to CISC, CISC may apply to counsel for the Trust, or
counsel for SRF, at the Fund's expense, for advice. With respect
to any action reasonably taken on the basis of such certifications
or instructions or in accordance with the advice of counsel of the
Trust, or counsel for SRF, the Trust will indemnify and hold
harmless CISC from any and all losses, claims, damages,
liabilities and expenses (including reasonable counsel fees and
expenses).
The Trust will indemnify CISC against and hold CISC harmless
from any and all losses, claims, damages, liabilities and expenses
(including reasonable counsel fees and expenses) in respect of any
claim, demand, action or suit not resulting from CISC's bad faith,
negligence, lack of due diligence or willful misconduct and
arising out of, or in connection with its duties under this
Agreement.
CISC shall indemnify the Trust against and hold the Trust harmless
from any and all losses, claims, damages, liabilities and
expenses(including reasonable counsel fees and expenses) in
respect to any claim, demand, action or suit resulting from CISC's
bad faith, negligence, lack of due diligence or willful
misconduct, and arising out of, or in connection with, its duties
under this Agreement. For purposes of this Transfer Agent
Agreement, "lack of due diligence" shall mean the processing by
CISC of a Fund share transaction in accordance with a practice
that is not substantially in compliance with (1) a transaction
processing practice approved by the Trust's Trustees, (2)
insurance coverage's, or (3) generally accepted industry practices
of mutual fund agents.
CISC shall also be indemnified and held harmless by the
Trust against any loss, claim, damage, liability and expenses
(including reasonable counsel fees and expenses) by reason of
any act done by it in good faith with due diligence and in
reasonable reliance upon any instrument or certificate for shares
believed by it (a) to be genuine and (b) to be signed,
countersigned or executed by any person or persons authorized to
sign, countersign, or execute such instrument or certificate.
In addition, the Trust will indemnify and hold CISC harmless
against any loss, claim, damage, liability and expense (including
reasonable counsel fees and expenses) in respect of any claim,
demand, action or suit as a result of the negligence of the Fund,
the Trust or SRO as a result of Disc's acting upon any
instructions reasonably believed by CISC to have been executed or
orally communicated by a duly authorized officer or employee of
the Fund, Trust or SRO as a result of acting in reliance upon
written or oral advice reasonably believed by CISC to have been
given by counsel for the Fund, Trust, or SRO.
In any case in which a party to this Agreement may be asked
to indemnify or hold harmless the other party hereto, the party
seeking indemnification shall advise the other party of all
pertinent facts concerning the situation giving rise to the
claim or potential claim for indemnification, and each party
shall use reasonable care to identify and notify the other
promptly concerning any situation which presents or appears
likely to present a claim for indemnification. Prior to admitting
to or agreeing to settle any claim subject to this Section, each
party shall give the other reasonable opportunity to defend
against said claim in either party's name.
25. TERMINATION AND AMENDMENT. This Agreement shall continue
in effect until May 1, 1998, and will automatically be renewed for
successive one year terms thereafter unless terminated, effective
as of the expiration of the then current term, by not less than
one hundred eighty (180) days written notice prior to any renewal
date. Upon termination hereof, the Trust shall pay CISC such
compensation as may be due to CISC as of the date of such
termination for services rendered and expenses incurred, as
described in Schedule B. This Agreement may be modified or
amended from time to time by mutual agreement between the Trust
and CISC.
26. SUCCESSORS. In the event that in connection with
termination of this Agreement a successor to any of CISC's
duties or responsibilities hereunder is designated by the Trust
by written notice to CISC, CISC shall promptly, at the expense of
the Trust, transfer to such successor a certificate list of the
shareholders of the Fund (with name, address and taxpayer
identification or Social Security number), a historical record of
the account of each shareholder and the status thereof, all other
relevant books, records, correspondence and other data established
or maintained by CISC under this Agreement in machine readable
form and will cooperate in the transfer of such duties and
responsibilities, and in the establishment of books, records and
other data by such successor. CISC shall be entitled to
reimbursement of its reasonable out-of-pocket expenses in respect
of assistance provided in accordance with the preceding sentence.
27. MISCELLANEOUS. This Agreement shall be construed in
accordance with and governed by the laws of The Commonwealth of
Massachusetts.
28. LIABILITY. It is understood and expressly stipulated
that neither the shareholders of the Funds which are series of the
Trust nor the members of the Board of the Trust shall be
personally liable hereunder. The obligations of the Trust are not
personally binding upon, nor shall resort be had to the private
property of, any of the members of the Board of the Trust, nor of
the shareholders, officers, employees or agents of the Trust, but
only the Trust's property shall be bound. A copy of the
Declaration of Trust and each amendment thereto has been filed by
the Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Clerk of the City of Boston, as well as
any other governmental office where such filing may from time to
time be required.
The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions of this Agreement or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same instrument.
CISC shall keep confidential all records and information
provided to CISC by the Trust, and prior, present or prospective
shareholders of the Fund, except to the extent disclosures are
required by this Agreement, by the Fund's registration statement,
or by a reasonable request or a valid subpoena or warrant issued
by a court, state or federal agency or other governmental
authority.
Neither CISC nor the Trust may use each other's name in any
written material without written consent of such other party,
provided, however, that such consent shall not unreasonably
withheld. CISC and the Trust hereby consent to all uses of their
respective names which refer in accurate terms to appointment and
duties under this Agreement or which are required by any
governmental or regulatory authority including required filings.
The Trust, the Fund and SRF consent to use of their respective
names and logos by CISC for shareholder correspondence and
statements.
This Agreement shall be binding upon and shall inure to the
benefit of the Trust and CISC and their respective successors and
assigns. Neither the Trust nor CISC shall assign this Agreement
nor its rights and obligations under this Agreement without the
express written consent of the other party.
This Agreement may be amended only in writing by mutual
agreement of the parties.
Any notice or other instrument in writing authorized or
required by this Agreement be given to the Trust or CISC shall be
sufficiently given if addressed to that party and mailed or
delivered to it as its office set for the below or at such other
place as it may from time to time designate in writing.
The Trust and the Fund:
Xxxxx Xxx Advisor Trust
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: General Counsel
CISC:
Colonial Investors Service Center, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx XxXxxxxx; with a separate copy to Attn:
Xxxxx Xxxxxx, Esq., Legal Department
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and sealed as of the date first
above written.
XXXXX XXX ADVISOR TRUST
By: XXXXXXX X. XXXXXX
Name:
Title:
COLONIAL INVESTORS SERVICE CENTER, INC.
By: XXXX X. XXXXXXXX
Name: XXXX X XXXXXXXX
Title: President
Assented to for the limited purposes stated herein:
XXXXX XXX & XXXXXXX INCORPORATED
By: XXXXXXX X. XXXXXX
Name:
Title:
SCHEDULE A
The Trust consists of the following series of portfolios:
Xxxxx Xxx Advisor Balanced Fund
Xxxxx Xxx Advisor Growth & Income Fund
Xxxxx Xxx Advisor Growth Stock Fund
Xxxxx Xxx Advisor Young Investor Fund
Xxxxx Xxx Advisor Special Fund
Xxxxx Xxx Advisor Special Venture Fund
Xxxxx Xxx Advisor International Fund
SCHEDULE B
Fees for transfer agency and shareholder services shall be
payable by each class of shares of the Fund at the applicable
annual percentage rate set forth below of the average daily
closing value of total net assets of each Fund share class:
Xxxxx Xxx Advisor Growth Stock Fund All Other Funds
----------------------------------- -----------------------
Class K 0.30 Class K 0.30
Class A 0.236 All Other Classes 0.30
Class B 0.236
Class C 0.236
In addition, CISC shall be entitled to retain as additional
compensation all amounts due CISC for account transcripts and
other agreed separately charged shareholder services.
The Fund shall reimburse CISC for (i) any and all out-of-
pocket expenses and charges in performing services including, but
not limited to, mailing service, postage, printing, stationery,
forms and other materials used in communicating with shareholders,
the costs of equipment or service used for communicating with the
Fund's custodian bank or other agents, and all costs of telephone
communication with or on behalf of shareholders, and (ii) banking
service charges.
The Fund shall be credited each month with balance credits
earned on Fund cash balances.
Payments under the Agreement shall be made monthly, within
two weeks following the month in which a service is rendered or an
expense incurred.
XXXXX XXX &
FARNHAM
Investment Management
As of October 15, 1997
Colonial Investors Service Center, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Reference is made to Transfer Agent Agreement dated as of October
15, 1997 between Xxxxx Xxx Advisor Trust, on behalf of each series
of the Trust from time to time issued and outstanding
(collectively, "Fund") and Colonial Investors Service Center, Inc.
("CISC") and assented to by Xxxxx Xxx & Farnham Incorporated
("Agreement").
Xxxxx Xxx & Xxxxxxx Incorporated hereby agrees to reimburse CISC
all networking account fees paid by CISC to dealer firms under the
Agreement on Fund shareholder accounts established or maintained
pursuant to the National Securities Clearing Corporation's
networking system.
Such reimbursement shall be in addition to other expenses and fees
described in Schedule B of the Agreement and shall be paid
monthly, within two weeks following the month in which incurred,
retroactive to the effective date of the Agreement.
Executed as a sealed instrument.
Very truly yours,
XXXXX XXX & FARNHAM INCORPORATED
By: XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: President
Xxxxx Xxx & Xxxxxxx Incorporated
Xxx Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000-0000 312.368.7700
Chicago Cleveland New York San Francisco San Xxxx
A Liberty Financial Company
AMENDMENT TO TRANSFER AGENT AGREEMENT
This Amendment dated as of February 2, 1998, amends the
agreement dated as of October 15, 1997, as amended (the
"Agreement"), between Xxxxx Xxx Advisor Trust and Colonial
Investors Service Center, Inc. ("CISC") to add three series of
Advisor Trust to Schedule A. The Amended Schedule A is as
follows:
XXXXX XXX ADVISOR TRUST
-----------------------
Xxxxx Xxx Advisor Balanced Fund
Xxxxx Xxx Advisor Growth & Income Fund
Xxxxx Xxx Advisor Growth Stock Fund
Xxxxx Xxx Advisor Young Investor Fund
Xxxxx Xxx Advisor Special Fund
Xxxxx Xxx Advisor Special Venture Fund
Xxxxx Xxx Advisor International Fund
Xxxxx Xxx Advisor Intermediate Bond Fund
Xxxxx Xxx Advisor Income Fund
Xxxxx Xxx Advisor High-Yield Municipals Fund
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first
above written.
Xxxxx Xxx Advisor Trust
By: XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President
Colonial Investors Service Center, Inc.
By: XXXX X. XXXXXXXX
Name: XXXX X XXXXXXXX
Title: PRESIDENT
AMENDMENT TO TRANSFER AGENCY AGREEMENT
This Amendment dated as of December 15, 1998, amends the
agreement dated as of October 15, 1997, as amended (the
"Agreement"), between Liberty-Xxxxx Xxx Advisor Trust (f/k/a Xxxxx
Xxx Advisor Trust) and Liberty Funds Services, Inc. (f/k/a
Colonial Investors Service Center, Inc.) to remove four of Advisor
Trust to Schedule A.
LIBERTY-XXXXX XXX ADVISOR TRUST
-----------------------
Xxxxx Xxx Advisor Growth & Income Fund
Xxxxx Xxx Advisor Growth Stock Fund
Xxxxx Xxx Advisor Young Investor Fund
Xxxxx Xxx Advisor Special Fund
Xxxxx Xxx Advisor Intermediate Bond Fund
Xxxxx Xxx Advisor High-Yield Municipals Fund
Xxxxx Xxx Retirement Investor Fund
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first
above written.
LIBERTY-XXXXX XXX ADVISOR TRUST
By: XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: President
LIBERTY FUNDS SERVICES, INC.
By: XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Clerk
