RETAIL TRANSFER AGENT AGREEMENT
CLASS B
THIS AGREEMENT is made as of this ___th day of _____________ , 1992, by
and between CoreFunds, Inc. (the "Company"), a Maryland corporation, and SEI
Financial Management Corporation (the "Transfer Agent" or "SEI"), a Delaware
corporation.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Transfer Agent is a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Transfer Agent and the Trust are parties to an
Administration Agreement dated ____________ , (the "Administration Agreement");
WHEREAS, the Company desires the Transfer Agent to provide, and the
Transfer Agent is willing to provide, in addition to the services provided under
the Administration Agreement, retail transfer agent services to the Class B
Shareholders of the Company's portfolios listed in Schedule A which is attached
hereto and made a part of this Agreement, and such other portfolios, or classes
of portfolios, as the Company and the Transfer Agent may agree on
("Portfolios"), on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Transfer Agent hereby agree as
follows:
ARTICLE 1. Retention of the Transfer Agent. The Company hereby retains
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the Transfer Agent to act as the Transfer Agent of Class B of the Portfolios and
to furnish the Portfolios with the retail transfer agent services as set forth
below. The Transfer Agent hereby accepts such employment to perform the duties
set forth below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company. All of the Transfer Agent's duties shall
be subject always to the objectives, policies and restrictions contained in the
Company's current
registration statement under the 1940 Act, to the Company's Articles of
Incorporation and By-Laws, to the provisions of the 1940 Act, and to any other
guidelines that may be established by the Company's Directors and which are
furnished to the Transfer Agent by the Company.
ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as
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Transfer Agent for the Portfolios' retail accounts and, as such, will record in
an account (the "Account") the total number of units of beneficial interest
("Shares") of each Portfolio issued and outstanding from time to time and will
maintain Share transfer records in which it will note the names and registered
addresses of Shareholders, and the number of Shares from time to time owned by
each of them. Each Shareholder will be assigned one or more account numbers.
The Transfer Agent is authorized to set up accounts for shareholders and
record transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in an appropriate amount and form as
provided in the Company's then current prospectus. The Company will not issue
certificates representing its Shares. Whenever Shares are purchased or issued,
the Transfer Agent shall credit the Account with the Shares issued, and credit
the proper number of Shares to the appropriate Shareholder.
Likewise, whenever the Transfer Agent has occasion to redeem Shares
owned by a Shareholder, the Company authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Company's Custodian of the receipt of funds
through the Federal Reserve wire system or conversion into Federal funds of
funds transmitted by other means for the purchase of Shares in accordance with
the Company's current prospectus, the Transfer Agent shall notify the Company of
such deposits on a daily basis.
The Transfer Agent shall credit each Shareholder's account with the
number of units purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Company's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
wired in Federal funds.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be as provided for
in the then current prospectus, subject to such supplemental requirements
consistent with
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such prospectus as may be established by mutual agreement between the Company
and the Transfer Agent.
If the Transfer Agent or the Company's Distributor determines that a
request for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall effect such redemption at the price next determined
after receipt of documents complying with said standards.
On each day that the Company's Custodian and the New York Stock Exchange
are open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of this Article 2, and the Company shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as
to purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities and Exchange Commission or the Directors of the
suspension of the determination of the Company's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion
of counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
ARTICLE 3. Compensation of the Transfer Agent.
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(A) Transfer Agent. For the services to be rendered, the facilities
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furnished and the expenses assumed by the Transfer Agent pursuant to
this Agreement, the Company shall pay to the Transfer Agent
compensation at an annual rate specified in the Schedule B which is
attached hereto and made a part of this Agreement. Such compensation
shall be accrued daily, and paid to the Transfer Agent monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Transfer
Agent's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above. Payment of the
Transfer Agent's compensation for the preceding month shall be made
promptly.
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(B) Survival of Compensation Rights. All rights of compensation under
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this Agreement for services performed as of the termination date
shall survive the termination of this Agreement.
ARTICLE 4. Limitation of Liability of the Transfer Agent. The duties of
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the Transfer Agent shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Transfer Agent
hereunder. The Transfer Agent shall not be liable for any error of judgment or
mistake of law or for any act or omission in carrying out its duties hereunder,
except a loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or modified hereby.
(As used in this Article 4, the term "Transfer Agent" shall include directors,
officers, employees, sub-contracts and other corporate agents of the Transfer
Agent as well as that corporation itself.)
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Company assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses
and attorney's fees) arising directly or indirectly out of said administration,
transfer agency, and dividend disbursing relationships to the Company or any
other service rendered to the Company hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold the
Transfer Agent harmless, the Company shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Transfer Agent will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Company, but failure to do so in good faith shall not affect the rights
hereunder.
The Transfer Agent may apply to the Company at any time for instructions
and may consult counsel for the Company or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Transfer
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Agent's duties, and the Transfer Agent shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
The Transfer Agent shall be protected in acting upon any document which
it reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Transfer Agent be held to have notice of
any change of authority of any officers, employee or agent of the Company until
receipt of written notice thereof from the Company.
ARTICLE 5. Activities of the Transfer Agent. The services of the
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Transfer Agent rendered to the Company are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Transfer Agent, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Transfer Agent
and its counsel are or may be or become similarly interested in the Company, and
that the Transfer Agent may be or become interested in the Company as a
Shareholder or otherwise.
ARTICLE 6. Term of this Agreement. This Agreement shall remain in effect
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for three years after the date of the Agreement and shall continue in effect for
successive periods of ______ years subject to review at least annually by the
Directors of the Company. SEI reserves the right to terminate this Agreement if
the Administration Agreement is terminated for any reason. Upon termination of
this Agreement all out-of-pocket expenses associated with the movement of
records and material will be borne by the Company.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 7. Amendments. This Agreement may be amended by the parties
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hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Company, and (ii) by the vote of a majority of
the Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Transfer Agent may conclusively assume that any special procedure which has been
approved by the Company does not conflict with or violate any requirements of
its Articles of
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Incorporation, By-Laws or prospectus, or any rule, regulation or requirement of
any regulatory body.
ARTICLE 8. Director's Liability. A copy of the Articles of Incorporation
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of the Company is on file with the Secretary of State of the State of Maryland,
[and notice is hereby given that this instrument is executed on behalf of the
Directors of the Company as Directors and not individually and that the
obligations of this instrument are not binding upon any of the Directors,
officers or Shareholders of the Company individually, but binding only upon the
assets and property of the Company].
ARTICLE 9. Certain Records. The Transfer Agent shall maintain customary
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records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Transfer Agent
on behalf of the Company shall be prepared and maintained at the expense of the
Transfer Agent, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Transfer Agent shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Transfer Agent may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Transfer Agent against such liability.
ARTICLE 10. Definitions of Certain Terms. The terms "interested person"
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and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 11. Notice. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, and if to the
Transfer Agent at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇.
ARTICLE 12. Governing Law. This Agreement shall be construed in
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accordance with the laws of the Commonwealth of Pennsylvania and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
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Commonwealth of Pennsylvania, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 13. Multiple Originals. This Agreement may be executed in two or
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more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
CoreFunds, Inc.
By:
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SEI FINANCIAL MANAGEMENT CORPORATION
By:
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SCHEDULE A
TO THE TRANSFER AGENT AGREEMENT
DATED ____________________
BETWEEN
CoreFunds, Inc.
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to the Preamble, the Transfer Agent shall provide services to Class B
of the following Portfolios:
Treasury Reserve
Cash Reserve
Tax Free Reserve
Growth Equity
Value Equity
International Growth
Balanced
Government Income
Intermediate-Term Municipal
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