EXHIBIT (h)(2)
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
MARKET STREET FUND
AND
GARTMORE INVESTORS SERVICES, INC.
THIS TRANSFER AGENT AND DIVIDEND DISBURSING AGENT AGREEMENT (the
"Agreement") is made as of this 1st day of October, 2002, by and between MARKET
STREET FUND, a Delaware business trust (the "Fund"), and GARTMORE INVESTORS
SERVICES, INC., an Ohio corporation (the "Agent").
WITNESSETH:
WHEREAS, the Fund desires to enter into a "Transfer and Dividend
Disbursing Agent Agreement" with the Agent under which the Agent will provide
the services to the Fund and the series portfolios of the Fund (hereinafter, the
"Portfolios"), each of which Portfolios as are now, or may hereafter be, listed
on Exhibit A to this Agreement, and the Agent is desirous of providing these
services, as set forth in detail in this Agreement, and upon the terms and
conditions hereinafter provided; and
WHEREAS, the Fund is an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended ("1940
Act"), and has registered its shares for public offering under the Securities
Act of 1933, as amended; and
WHEREAS, the Agent is registered in good standing as a transfer agent
under the Securities Exchange Act of 1934, as amended; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, it is agreed as follows:
1. The Agent shall act as Transfer Agent for the Fund and the
Portfolios of the Fund, and, in this capacity, the Agent
shall:
a. maintain the current name and address,
issuance date, and number of shares and
fractional shares owned by all shareholders
of the Fund;
b. deposit and process all investments on a
daily basis;
c. establish new accounts;
d. process and mail redemption checks,
including, among others, Systematic
Withdrawal Plan checks;
e. examine and process all legal changes in
share registrations and transfers of
ownership;
f. respond to inquiries from investors and
representatives selling shares of the Fund;
and
g. prepare and mail confirmation statements.
2. The Agent shall act as the Dividend Disbursing Agent and
shall:
a. calculate the shareholders' dividends and
capital gains distributions;
b. prepare and mail dividend and capital gains
distribution checks;
c. cause reinvestment of these dividends and
capital gains where required; and
d. prepare and mail dividend and capital gains
distribution confirmations.
3. The Agent shall also:
a. address and mail semi-annual reports, annual
reports, and prospectuses;
b. prepare and mail all necessary reports to
investors, and to State and Federal
authorities, including Federal Form 1099,
1042, and 1042S;
c. issue replacement checks and maintain a
"Stop Payment" file;
d. solicit taxpayer identification numbers; and
e. provide comprehensive accounting controls
and reconciliations of all cash flow.
4. The Agent agrees to act in good faith in furnishing the
services provided for herein and shall at all times maintain a
staff of trained personnel for the purpose of performing the
Agent's obligations under the Agreement. The Agent assumes no
responsibility under this Agreement other than to render
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the services called for hereunder in good faith. Anything
herein to the contrary notwithstanding, Fund hereby agrees
that, while the Agent has sole responsibility for performance
of the Agent's obligations under this Agreement, any or all
duties of the Agent may be performed from time to time by one
or more third parties as the Agent, in the Agent's discretion,
shall select; provided, that the Fund shall be notified of all
contracts between the Agent and said third party or parties
and provided copies thereof upon request.
5. The Agent agrees that, in all matters relating to the services
to be performed by the Agent hereunder, the Agent will use the
Agent's best efforts to act in conformity with the terms of
the Declaration of Trust, Bylaws, Code of Ethics, Registration
Statements, and current Prospectuses of the Fund. Each of the
parties agrees that, in all matters relating to the
performance of this Agreement, that party will use that
party's best efforts to conform to and comply with the
requirements of the 1940 Act and all other applicable Federal,
State, or other laws and regulations. Nothing herein contained
shall be deemed to relieve or deprive the Board of Trustees of
the Fund of this Board's responsibility for and control of the
conduct of the affairs of the Fund.
6. The services of the Agent as provided herein are not to be
deemed to be exclusive, and the Agent shall be free to render
services of any kind to any other group, firm, individual, or
association, and to engage in other business or activity.
7. This Agreement, including Exhibit A hereto, may be amended at
any time by mutual written consent of the parties.
8. This Agreement may be terminated by either party hereto upon
sixty (60) days written notice given by one to the other;
provided, that no said notice of termination given by the
Agent to the Fund shall be effective unless and until a
substitute person or entity has been engaged by the Fund to
perform the services required hereunder for the Fund, or the
Fund has certified to the Agent that other arrangements have
been made by the Fund to provide these services.
9. For the Agent's services specified above, the Fund shall pay
to the Agent fees as provided in Exhibit A, which is attached
hereto and made a part hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
GARTMORE INVESTORS SERVICES, INC.
By:
Name:
Title:
MARKET STREET FUND
By:
Name:
Title:
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EXHIBIT A
MARKET STREET FUND
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
SCHEDULE OF FEES / PORTFOLIOS
[October 1, 2002]
The Portfolios of the Fund shall pay a combined fee at an annual rate of 0.06%
of the Fund's average daily net assets for services provided by the Agent under
this Transfer and Dividend Disbursing Agent Agreement and by Gartmore SA Capital
Trust (the "Administrator") for the provision of transfer and dividend
disbursement agency services under the Fund Administration Agreement between the
Fund and the Administrator.
Fees will be computed daily and payable monthly at the annual rate described
above. The Fund will also be responsible for out-of-pocket expenses reasonably
incurred by the Administrator and the Agent in providing services to the
Portfolios. The combined fees and expenses shall be paid by the Fund to the
Administrator on behalf of both the Administrator and the Agent.
The following Portfolios are covered by this Agreement:
Market Street Fund
All Pro Broad Equity Portfolio
All Pro Large Cap Growth Portfolio
All Pro Large Cap Value Portfolio
All Pro Small Cap Growth Portfolio
All Pro Small Cap Value Portfolio
Equity 500 Index Portfolio
International Portfolio
Mid Cap Growth Portfolio
Balanced Portfolio
Bond Portfolio
Money Market Portfolio
GARTMORE INVESTORS SERVICES, INC.
By:
Name:
Title:
MARKET STREET FUND
By:
Name:
Title:
