EX.10.4
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 21st day of September 1994, by and between
Accolade Funds, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, having its principal office and place of business
at 7900 Callaghan Road, San Antonio, Texas 78229 (hereinafter referred to as the
"Trust"), and United Shareholder Services, Inc., a Texas corporation authorized
to do business at 7900 Callaghan Road, San Antonio, Texas 78229 (hereinafter
referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth,
the Trust on behalf of each Sub-Trust and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Authorized Person" shall be deemed to include the President, any
Vice President, the Secretary, Treasurer, the persons listed in
Appendix A hereto, or any other person, whether or not any such
person is an Officer or employee of the Trust, duly authorized to
give Oral Instructions and Written Instructions on behalf of the
Trust as indicated in a certification pursuant to Section 6(d) or
6(e) hereof as may be received by the Transfer Agent from time to
time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement
to be given to the Transfer Agent, which is actually received by
the Transfer Agent and signed on behalf of the Trust by any two
Officers thereof;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Custodian" refers to the custodian of all of the securities and
other moneys owned by the Trust;
(e) "Declaration of Trust" shall mean the Master Trust Agreement and
Declaration of Trust of Accolade Funds dated April 15, 1993, as
the same is amended from time to time;
(f) "Officer" shall mean the President, Vice President, Secretary and
Treasurer;
(g) "Oral Instructions" shall mean instructions orally communicated
and actually received by the Transfer Agent from an Authorized
Person or from a person reasonably believed by the Transfer Agent
to be an Authorized Person;
(h) "Prospectus" shall mean the most current effective prospectus
relating to the particular Sub-Trust's Shares under the
Securities Act of 1933, as amended;
(i) "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Sub-Trust of the
Trust (as the context may require) shall be divided from time to
time;
(j) "Shareholder" means a record owner of Shares;
(k) "Sub-Trust" shall mean each series of Shares established and
designated under or in accordance with the provisions of Article
IV of the Declaration of Trust, including the SIF Government
Money Fund and the SIF Government Short-Term Fund and such other
separate and distinct sub-trusts as may from time to time be
created by the Trust;
(l) "Trust" refers to the Massachusetts business trust established
under the Declaration of Trust;
(m) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(n) "Written Instruction" shall mean a written communication actually
received by the Transfer Agent from an Authorized Person or from
a person reasonably believed by the Transfer Agent to be an
Authorized Person by telex or any other such system whereby the
receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity
of the sender of such communication; and
(o) The "1940 Act" refers to the Investment Company Act of 1940 and
regulations thereunder.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does hereby
represent and warrant to the Trust that it is duly registered as a
transfer agent as provided in Section 17A(C) of the Securities
Exchange Act of 1934.
3. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the Shares
of each Sub-Trust of the Trust in existence as of the date hereof, and
as shareholder servicing agent for the Trust and the Transfer Agent
accepts such appointments and agrees to perform the duties herein set
forth. If the Board of Trustees, pursuant to Article IV of the
Declaration of the Trust, hereafter designates and establishes a new
Sub-Trust, the Transfer Agent agrees that it will act as transfer
agent and shareholders servicing agent for such new Sub-Trust on the
terms set forth herein. The Trust shall cause a written notice to be
sent to the Transfer Agent to the effect that it has established a new
Sub-Trust and that it appoints the Transfer Agent as transfer agent
and shareholder servicing agent for the new Sub-Trust. Compensation of
the Transfer Agent shall be established pursuant to Section 4 hereof.
The Trust shall be obligated to provide such Documents and Further
Documents as are specified in Sections 5 and 6 hereof as the Transfer
Agent may reasonably request.
4. COMPENSATION.
(a) Each Sub-Trust will initially compensate the Transfer Agent for
its services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein for the existing Sub-Trusts. The Fee Schedule
shall specify out-of-pocket disbursements of the Transfer Agent
for which the Transfer Agent shall be entitled to bill
separately. No sub-Trust shall be liable for any expenses, debts
or obligations arising under this Agreement of any other
Sub-Trust.
(b) The parties hereto will agree upon the compensation for acting as
Transfer Agent for any Sub-Trust hereafter designated and
established at the time that the Transfer Agent commences serving
as such for said Sub-Trust, and such agreement shall be reflected
in a Fee Schedule for that Sub-Trust, dated and signed by an
authorized officer of each party hereto, to be attached to this
Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching a revised Fee Schedule, approved by the Board
of Trustees of the Trust and dated and signed by an Officer of
each party hereto, to this Agreement.
(d) The Transfer Agent will bill the Trust for each Sub-Trust as soon
as practicable after the end of each calendar month, and said
billings will be detailed in accordance with the Fee Schedule for
each Sub- Trust. The Trust will promptly pay to the Transfer
Agent the amount of such bill.
5. DOCUMENTS. In connection with the appointment of the Transfer Agent,
the Trust shall, on or before the date this Agreement goes into
effect, file with the Transfer Agent the following documents:
(a) A copy of the Declaration of Trust as then in effect;
(b) A copy of the By-laws of the Trust, as then in effect;
(c) A copy of the resolution of the Trustees authorizing this
Agreement;
(d) If applicable, a specimen of the certificate for Shares of each
Sub-Trust of the Trust in the form approved by the Trustees, with
a certificate of the Secretary of the Trust as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts or relating to any plan, program or service
offered by the Trust;
(f) If applicable, a list of Shareholders of the existing Sub-Trusts
with the name, address and tax identification number of each
Shareholder, and the number of Shares of the existing Sub-Trusts
held by each, certificate numbers and denominations (if any
certificates have been issued), lists of any accounts against
which stops have been placed, together with the reasons for said
stops, and the number of Shares redeemed by the Sub-Trusts; and
(g) A copy of the opinion of counsel for the Trust with respect to
the validity of the Shares and the status of such shares under
the Securities Act of 1933.
6. FURTHER DOCUMENTATION. The Trust will also furnish from time to time
the following documents:
(a) Each resolution of the Trustees authorizing the original issue of
Shares or establishing a new Sub- Trust;
(b) Each Registration Statement filed with the Commission, and all
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Trust;
(c) A copy of each amendment to the Declaration of Trust by the
By-laws of the Trust;
(d) Copies of each vote of the Trustees designating Authorized
Persons to give instructions to the Transfer Agent;
(e) Certificates as to any change in an Officer or Trustee of the
Trust;
(f) Specimens of all new certificates for Shares, accompanied by the
Trustees' resolutions approving such forms; and
(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Transfer Agent in the
proper performance of its duties.
7. REPRESENTATION OF THE TRUST. The Trust represents to the Transfer
Agent that, as of the date hereof, all outstanding Shares are validly
issued, fully paid and non-assessable by the Trust. The Trust may
hereafter issue an unlimited number of Shares of each Sub-Trust
presently existing or hereafter created. When Shares are hereafter
issued in accordance with the terms of the Prospectus, such Shares
shall be validly issued, fully paid and non-assessable by the Trust.
8. DUTIES OF THE TRANSFER AGENT.
(a) The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions, for acting as service agent
in connection with dividend and distribution functions and for
performing shareholder account administrative agent functions in
connection with the issuance, transfer and redemption or
repurchase (including coordination with the Custodian) of the
Trust's Shares. The details of the operating standards and
procedures to be followed shall be determined from time to time
by agreement between the Transfer Agent and the Trust.
(b) The Transfer Agent shall create and maintain all necessary
records including those specified in Section 17 hereof, in
accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of
the 1940 Act, and those records pertaining to the various
functions performed by it hereunder. All records shall be
available for inspection and use by the Trust. Where applicable,
such records shall be maintained by the Transfer Agent for the
periods and in the places required by Rule 31a-2 under the 1940
Act. All such records shall be the property of the Trust and the
Transfer Agent shall deliver such records to the Trust or its
designee upon request.
(c) The Transfer Agent shall make available during regular business
hours all records and other data created and maintained pursuant
to this Agreement for reasonable audit and inspection by the
Trust, or any person retained by the Trust. Upon reasonable
notice by the Trust, the Transfer Agent shall make available
during regular business hours its facilities and premises
employed in connection with its performance of this Agreement for
reasonable visitation by the Trust, or any person retained by the
Trust.
(d) At the expense of the Trust, the Transfer Agent shall maintain an
adequate supply of blank share certificates for each Sub-Trust
providing for the issuance of certificates to meet the Transfer
Agent's requirements therefor. Such share certificates shall be
properly signed by facsimile. The Trust agrees that,
notwithstanding; the death, resignation, or removal of any
officer of the Trust whose signature appears on such
certificates, the Transfer Agent may continue to countersign
certificates which bear such signatures until other directed by
the Trust. Share certificates may be issued and accounted for
entirely by the Transfer Agent and do not require any third party
registrar or other endorsing party.
(e) The Transfer Agent shall issue replacement share certificates in
lieu of certificates which have been lost, stolen or destroyed,
without any further action by the Board of Trustees or any
Officer of the Trust, upon receipt by the Transfer Agent of
properly executed affidavits and lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Trust and the
Transfer Agent as obligees under replacement certificates without
requiring the affidavits and lost certificate bonds described
above and the Transfer Agent agrees to indemnify the Trust
against any and all losses or claims which may arise by reason of
the issuance of such new certificates in the place of the one
allegedly lost, stolen or destroyed.
(f) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and
the holder of record. With respect to shares held in open
account, i.e. no certificate being issued with respect thereto,
the Transfer Agent shall maintain comparable records of the
record holders thereof, including their addresses and tax
identification numbers. The Transfer Agent shall further maintain
a stop transfer record on lost and/or replaced certificates.
(g) The Transfer Agent will address and mail all account
communication by the Trust to its Shareholders, including reports
to Shareholders and dividend and distribution notices.
(h) The Transfer Agent will investigate all Shareholder inquiries
relating to Shareholder accounts and will answer all
correspondence from Shareholders, securities brokers and other
relating to its duties hereunder and such other correspondence as
may from time to time be mutually agreed upon between the
Transfer Agent and the Trust.
(i) The Transfer Agent shall furnish the Trust state by state
registration reports, such period and special reports as the
Trust may reasonably request, and such other information,
including Shareholder lists and statistical information
concerning accounts as may be agreed upon from time to time
between the Trust and the Transfer Agent.
(j) In connection with special meetings of Shareholders, the Transfer
Agent will prepare Shareholder lists, process and tabulate
returned proxy cards, report on proxies voted prior to meetings,
act as teller at meetings and certify Shares voted at meetings.
9. SALE OF TRUST SHARES.
(a) Whenever the Trust shall sell or cause to be sold any Shares of a
Sub-Trust, the Trust shall deliver or cause to be delivered to
the Transfer Agent a Certificate duly specifying: (i) the name of
the Sub-Trust whose Shares were sold; (ii) the number of Shares
sold, trade date, and price; (iii) the amount of money to be
delivered to the Custodian for the sale of such Shares and
specifically allocated to such Sub-Trust; and (iv) in the case of
a new account, a new account application or sufficient
information to establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or other
payment identified by it as an investment in Shares of one of the
Sub-Trusts and drawn or endorsed to the Transfer Agent as agent
for, or identified as being for the account of, one of the
Sub-Trusts, promptly deposit such check or other payment to the
appropriate account, postings necessary to reflect the
investment. The Transfer Agent will notify the Trust, or its
designee, and the Custodian of all purchases and related account
adjustments.
(c) Under procedures as established by mutual agreement between the
Trust and the Transfer Agent, the Transfer Agent shall issue to
the purchaser or his authorized agent such Shares as he is
entitled to receive, based on the appropriate net asset value of
the Sub-Trust's Shares, determined in accordance with applicable
Federal law or regulation. In issuing Shares to a purchaser or
his authorized agent, the Transfer Agent shall be entitled to
rely upon the latest directions, if any, previously received by
the Transfer Agent from the purchaser or his authorized agent
concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any Shares of
the Trust where it has received a Written Instruction from the
Trust or written notification from any appropriate Federal or
state authority that the sale of the Shares of the Sub-Trust in
question has been suspended or discontinued, and the Transfer
Agent shall be entitled to rely upon such written Instructions or
written notification.
(e) Upon the issuance of any Shares of any Sub-Trust in accordance
with the foregoing provision of this Section, the Transfer Agent
shall not be responsible for the payment of any original issue or
other taxes required to be paid by the Trust in connection with
such issuance.
(f) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of Shares as
it may deem advisable and consistent with such rules and
regulations generally adopted by transfer agents.
10. RETURNED CHECKS. In the event that any check or other order for the
transfer of money is returned unpaid for any reason, the Transfer
Agent will take such steps as the Transfer Agent may, in its
discretion, deem appropriate to protect the Trust from financial loss
or as the Trust or its designee may instruct. Provided that the
standard procedures, as agreed upon from time to time, between the
Trust and the Transfer Agent, regarding purchases and redemptions of
shares, are adhered to by the Transfer Agent, the Transfer Agent shall
not be liable for any loss suffered by the Sub-Trust as a result of
returned or unpaid purchase or redemption transactions. Legal or other
expenses incurred to collect amounts owed to a Sub-Trust as a
consequence of returned or unpaid purchase or redemption transaction
shall be an expense of that Sub-Trust. A Sub-Trust may, at its option,
purchase insurance to reduce its potential losses from collection
activities.
11. REDEMPTIONS. Shares of any Sub-Trust may be redeemed in accordance
with the procedures set forth in the Prospectus of the Trust and the
Transfer Agent will duly process all redemption requests.
12. TRANSFER AND EXCHANGES. The Transfer Agent is authorized to review and
process transfers of Shares of each Sub-Trust, exchanges between
Sub-Trusts on the records of the Sub-Trusts maintained by the Transfer
Agent, and exchanges between the Trust and other funds as may be
permitted by the prospectus of the Trust. If Shares to be transferred
are represented by outstanding certificates, the Transfer Agent will,
upon surrender to it of the certificates in proper form for transfer,
and upon cancellation thereof, countersign and issue new certificates
for a like number of Shares and deliver the same. If the Shares to be
transferred are not represented by outstanding certificates, the
Transfer Agent will, upon an order therefor by or on behalf of the
registered holder thereof in proper form, credit the same to the
transferee on its books. If Shares are to be exchanged for Shares of
another fund, the Transfer Agent will process such exchange in the
same manner as a redemption of sale of Shares, except that it may in
its discretion waive requirements for information and documentation.
13. RIGHT TO SEE ASSURANCES. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers
or redemptions which the Transfer Agent, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no
basis for any claim adverse to such transfer or redemption. The
Transfer Agent may, in effecting transfers, rely upon the provisions
of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended
from time to time, which in the opinion of legal counsel for the Trust
or of its own legal counsel protect it in not requiring certain
documents in connection with the transfer or redemption of Shares of
any Sub- Trust, and the Trust shall indemnify the Transfer Agent for
any act done or omitted by it in reliance upon such laws of opinions
of counsel of the Trust or its own counsel.
14. DISTRIBUTIONS.
(a) The Trust will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Trust shall
furnish to the Transfer Agent a resolution of the Board of
Trustees of the Trust certified by the Secretary; (i) authorizing
the declaration of dividends on a specified period basis and
authorizing the Transfer Agent to rely on Oral Instructions or a
Certificate specifying the date of the declaration of such
dividend or distribution, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be
determined and the amount payable per share to Shareholders of
record as of that date and the total amount payable to the
Transfer Agent of the Trust on the payment date; or (ii) setting
forth the date of the declaration of any dividend or distribution
by a Sub-Trust, the date of payment thereof, the record date as
of which Shareholders entitled to payment shall be determined,
and the amount payable per share to the Shareholders of record as
of that date and the total amount payable to the Transfer Agent
on the payment date.
(b) The Transfer Agent, on behalf of the Trust, shall instruct the
Custodian to place in a dividend disbursing account funds equal
to the cash amount of any dividend or distribution to be paid
out. The Transfer Agent will calculate, prepare and mail checks
to, or (where appropriate) credit such dividend or distribution
to the account of, Sub-Trust Shareholders, and maintain and
safeguard all underlying records.
(c) The Transfer Agent will replace lost checks at its discretion and
in conformity with regular business practices.
(d) The Transfer Agent will maintain all records necessary to reflect
the crediting of dividends which are reinvested in Shares of the
Trust, including without limitation daily dividends.
(e) The Transfer Agent shall not be liable for any improper payments
made in accordance with a resolution of the Board of Trustees of
the Trust.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all shareholders of the Trust
as of the record date, the Transfer Agent shall, upon notifying
the Trust, withhold payment to all Shareholders of record as of
the record date until such sufficient cash is provided to the
Transfer Agent.
15. OTHER DUTIES. In addition to the duties expressly provided for herein,
the Transfer Agent shall perform such other duties and functions and
shall be paid such amounts therefor as may from time to time be agreed
in writing.
16. TAXES. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper Federal, State and
local authorities as are required by law to be filed by the Trust and
shall withhold such sums as are required to be withheld by applicable
law.
17. BOOKS AND RECORDS.
(a) The Transfer Agent shall maintain records showing for each
Shareholder's account the following: (i) names, addresses and tax
identification numbers; (ii) number of Shares held; (iii)
historical information regarding the account of each Shareholder,
including dividends paid and date and price of all transactions
on a Shareholder's account; (iv) any stop or restraining order
placed against a Shareholder's account; (v) information with
respect to withholdings; (vi) any capital gain or dividend
reinvestment order, plan application, dividend address and
correspondence relating to the current maintenance of a
Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates; (viii)
any information required in order for the Transfer Agent to
perform the calculations contemplated or required by this
Agreement; and (ix) such other information and data as may be
required by applicable law.
(b) Any records required to be maintained by Rule 31a-1 under the
1940 Act will be preserved for the periods prescribed in Rule
31a-2 under the 1940 Act. Such records may be inspected by the
Trust at reasonable times. The Transfer Agent may, at its option
at any time, and shall forthwith upon the Trust's demand, turn
over to the Trust and cease to retain in the Transfer Agent's
files, records and documents created and maintained by the
Transfer Agent in performance of its services or for its
protection. At the end of the six-year retention period, such
records and documents will either be turned over to the Trust, or
destroyed in accordance with the Trust's authorization.
18. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to have been signed by
an Authorized Person and shall not be held to have any notice of
any change of authority of any person until receipt of written
certification thereof from the Trust. It shall also be protected
in processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures.
(b) At any time the Transfer Agent may apply to any Authorized Person
of the Trust for Written Instructions, and, at the expense of the
Trust, may seek advice from legal counsel for the Trust or its
own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for
any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or with the opinion of
such counsel. In addition, the Transfer Agent, its officers,
agents or employees, shall accept instructions or requests given
to them by any person representing or acting on behalf of the
Trust only if said representative is known by the Transfer Agent,
its officers, agents or employees, to be an Authorized Person.
The Transfer Agent shall have no duty or obligation to inquire
into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of
Authorized Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issue or sale of any Shares of the Trust, or the
sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares of the Trust, or the
propriety of the amount to be paid therefor; (iii) the legality
of the declaration of any dividend by the Trust, or the legality
of the issue of any Shares of the Trust in payment of any stock
dividend; or (iv) the legality of any recapitalization of
readjustment of the Shares of the Trust.
19. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this Agreement, employ
agents or attorneys in fact, and shall not be liable for any loss
arising out of or in connection with its actions under this
Agreement so long as it acts in good faith and with due
diligence, and is not negligent or guilty of any willfully
misconduct.
(b) The Trust hereby agrees to indemnify and hold harmless the
Transfer Agent from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in fact
of law) of any and every nature which the Transfer Agent may
sustain or incur or which may be asserted against the Transfer
Agent by any person by reason of, or as a result of: (i) any
action taken or omitted to be taken by the Transfer Agent in good
faith in reliance upon any Certificate, instrument, order or
stock certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the
Oral Instructions or Written Instructions of an Authorized Person
of the Trust or upon the opinion of legal counsel for the Trust
or its own counsel; or (ii) any good action taken or permitted to
be taken by the Transfer Agent in connection with its appointment
in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter
have been altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or omissions
of the Transfer Agent or its directors, officers, employees or
agents in cases of its own negligence, willful misconduct, bad
faith, or reckless disregard of its or their own duties
hereunder.
20. AFFILIATION BETWEEN TRUST AND TRANSFER AGENT. It is understood that
the Trustees, officers, employees, agents and Shareholders of the
Trust are or may be interested in the Transfer Agent as directors,
officers, employees, agents, stockholders, or otherwise, and that the
directors, officers, employees, agents or stockholders of the Transfer
Agent may be interest in the Trust as Trustees, officers, employees,
agents, Shareholders, or otherwise. The fact that the officers,
Trustees, employees, agents or Shareholders of the Trust are or may be
affiliated persons (as defined in the 1940 Act) of the Transfer Agent
shall not affect the validity of this Agreement.
21. TERM.
(a) This Agreement shall become effective on the date hereof (the
"Effective Date") and shall continue in effect until September
21, 1994 and thereafter with respect to each Sub-Trust, so long
as such continuance with respect to any such Sub-Trust is
specifically approved on or prior to the anniversary date of the
Effective Date and at least annually thereafter by either a
majority of the Trustees or the vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of
such Sub-Trust.
(b) This Agreement may be terminated at any time without payment of
any penalty by vote of the Trustees of the Trust or by the
Transfer Agent on sixty (60) days' written notice to the other
party. In the event such notice is given by the Trust, it shall
be accompanied by a resolution of the Board of Trustees,
certified by the Secretary, electing to terminate this Agreement
and designating a successor transfer agent.
22. AMENDMENT. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the
formality of this Agreement, and (i) authorized or approved by a
resolution of the Board of Trustees, including a majority of the
Trustees of the Trust who are not interested persons of the Trust as
defined in the 1940 Act, or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
23. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided
hereunder.
24. SECURITY. The Transfer Agent represents and warrants that, to the best
of its knowledge, the various procedures and systems which the
Transfer Agent has implemented with regard to safeguarding from loss
or damage attributable to fire, theft or any other cause (including
provision for twenty-four hours a day restricted access) the Trust's
blank checks, records and other data and the Transfer Agent's records,
data, equipment, facilities and other property used in the performance
of its obligations hereunder are adequate and that it will make such
changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
25. MISCELLANEOUS.
(a) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Trust or the Transfer Agent,
shall be sufficiently given if addressed to that party and mailed
or delivered to it at its office set forth below or at such other
place as it may from time to time designate in writing.
To the Trust: To The Transfer Agent:
Accolade Funds United Shareholder Services, Inc.
7900 Callaghan Road 7900 Callaghan Road
San Antonio, Texas 78229 San Antonio, Texas 78229
Attention: President Attention: President
(b) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by
the Trust or the Transfer Agent without the written consent of
the other.
(c) This Agreement shall be construed in accordance with the laws of
the State of Texas.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
26. LIMITATION OF LIABILITY. The term "Accolade Funds" means and refers to
the Trustees from time to time serving under the Master Trust
Agreement of the Trust dated April 15, 1993, as the same may
subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that obligations of the Trust hereunder shall not
be binding upon any Trustee, Shareholder, nominees, officers, agents
or employees of the Trust, personally, but bind only the assets and
property of the Trust, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the
Trustees and signed by an authorized officer of the Trust, acting as
such, and neither such authorization nor such execution and delivery
shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only
the assets and property of the Trust as provided in the Master Trust
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: ACCOLADE FUNDS
By:/S/ Thomas Tays By:/S/ Bobby D. Duncan
Attest: UNITED SHAREHOLDER SERVICES, INC.
By:/S/ Thomas Tays By:/S/ Bobby D. Duncan
APPENDIX A
I, Bobby D. Duncan, Executive Vice President, Chief Operating Officer,
and I, Charles W. Lutter, Jr., Secretary of ACCOLADE FUNDS, a Massachusetts
business trust (the "Trust"), do hereby certify that:
The following individuals have been duly authorized by the Board of
Trustees of the Trust in conformity with the Trust's Declaration of Trust and
By-Laws to give Oral Instructions and Written Instructions on behalf of the
Trust, and the signatures set forth opposite their respective names are their
true and correct signatures:
NAME POSITION SIGNATURE
- - - ----------------------- ---------------------- ---------------------
Frank E. Holmes President and Chief
Executive Officer /S/ Frank E. Holmes
Elizabeth A. Applin Vice President,
Shareholder Services /S/
Charles W. Lutter, Jr. Vice President and /S/ Charles W. Lutter, Jr.
Secretary
Bobby D. Duncan Executive Vice President,
Chief Financial Officer,
and Chief Operating
Officer /S/ Bobby D. Duncan
Kelli D. Shomaker Vice President, Chief
Accounting Officer
and Treasurer /S/ Kelli D. Shomaker
FEE SCHEDULE
As compensation for all services rendered and to be rendered by the
Transfer Agent hereunder, each Sub-Trust (including SIF Government Money Fund
and SIF Government Short-Term Fund) shall pay to the Transfer Agent an annual
fee per investor account. For all Funds, including equity, bond and "money
market" funds, the annual fee is $20.00 per account. At the discretion of the
Board of Trustees of the Trust, the annual fees may be increased in future
years.
The Transfer Agent shall be entitled to bill the Trust separately for all
out-of-pocket disbursements incurred at the direction of the Trust, including,
without limitation:
(a) costs of postage, envelopes, statements, confirmations, forms, labels
and any other materials required to be sent to shareholders;
(b) costs of stationery and postage for communications with individual
shareholders regarding investment accounts;
(c) costs of microfilm and microfilm storage;
(d) costs of storage of records to be maintained under applicable law;
(e) telephone and line charges, including "800 service", used by
shareholders to contact the Transfer Agent, telephone equipment and
maintenance contracts;
(f) processing forms and printing thereof;
(g) other usual and customary miscellaneous items;
(h) voice response unit;
(i) electronic image storage of communications.