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EXHIBIT (9)(c)
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
SEI FINANCIAL MANAGEMENT CORPORATION
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
Page
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Article 1 Terms of Appointment; Duties of the Bank............................................ 1
Article 2 Fees and Expenses................................................................... 4
Article 3 Representations and Warranties of the Bank.......................................... 5
Article 4 Representations and Warranties of the Transfer
Agent............................................................................... 5
Article 5 Data Access and Proprietary Information............................................. 6
Article 6 Indemnification..................................................................... 8
Article 7 Standard of Care.................................................................... 10
Article 8 Covenants of the Fund and the Transfer Agent........................................ 10
Article 9 Termination of Agreement............................................................ 11
Article 10 Assignment.......................................................................... 11
Article 11 Amendment........................................................................... 12
Article 12 Massachusetts Law to Apply.......................................................... 12
Article 13 Force Majeure....................................................................... 12
Article 14 Consequential Damages............................................................... 12
Article 15 Merger of Agreement................................................................. 12
Article 16 Counterparts........................................................................ 12
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SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of May, 1995, by and between SEI
Financial Management Corporation ("SFM"), a Delaware corporation, having its
principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Transfer Agent"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business
at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Bank").
WHEREAS, the Transfer Agent has been appointed by each of the
investment companies (including each series thereof) listed on Schedule A (the
"Fund(s)"), each an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended, as transfer
agent, dividend disbursing agent and shareholder servicing agent in connection
with certain activities, and the Transfer Agent has accepted each such
appointment;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and
Service Agreement with each of the Funds (including each series thereof) listed
on Schedule A pursuant to which the Transfer Agent is responsible for certain
transfer agency and dividend disbursing functions and the Transfer Agent is
authorized to subcontract for the performance of its obligations and duties
thereunder in whole or in part with the Bank;
WHEREAS, the Transfer Agent is desirous of having the Bank perform
certain shareholder accounting, administrative and servicing functions
(collectively "Shareholder and Record-Keeping Services");
WHEREAS, the Transfer Agent desires to appoint the Bank as its agent,
and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, the Transfer Agent hereby employs and appoints the Bank to act as,
and the Bank agrees to act as, the agent of
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the Transfer Agent for the Shares of each of the Funds in connection with any
accumulation, open-account, retirement plan or similar plan provided to the
shareholders of each Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information ("prospectus") of
each such Fund, including without limitation any periodic investment plan or
periodic withdrawal program. As used herein, the term "Shares" means the
authorized and issued shares of common stock, or shares of beneficial interest,
as the case may be, for each of the Funds (including each series thereof)
enumerated in Schedule A.
1.02 The Bank agrees that it will perform the following
Shareholder and Record-Keeping services:
(a) In accordance with any procedures which may be
established from time to time by written agreement between the Transfer Agent
and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
authorized pursuant to the Articles of Incorporation
or Declaration of Trust of each Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Funds
or the Distributor who shall thereby be deemed to be
acting on behalf of the Funds;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
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(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by each Fund;
(viii) Maintain records of account for and advise each Fund
and its Shareholders as to the foregoing; and
(ix) Record the issuance of shares of each Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of shares of each Fund which are
authorized, based upon data provided to it by each
Fund, and issued and outstanding. The Bank shall
also provide each Fund on a regular basis with the
total number of shares which are authorized and
issued and outstanding and shall have no obligation,
when recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares,
which functions shall be the sole responsibility of
each Fund.
(x) The Bank shall provide additional services on behalf
of the Transfer Agent (i.e., escheatment services)
which may be agreed upon in writing between the
Transfer Agent and the Bank.
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the above paragraph (a), the Bank
shall: (i) perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as relevant, agent
in connection with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, mailing Shareholder
reports and prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
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Shareholders, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable each Fund to monitor
the total number of Shares sold in each State.
(c) In addition, each Fund shall (i) identify to the Bank
in writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to the effective date of this Agreement. The
responsibility of the Bank for each Fund's blue sky State registration status
is solely limited to the initial establishment of transactions subject to blue
sky compliance by each Fund and the reporting of such transactions to each Fund
as provided above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by written agreement
between the Transfer Agent and the Bank, whereby the Bank may perform only a
portion of these services and the Transfer Agent, the Funds or other agent may
perform these services on each Fund's behalf.
Article 2 Fees and Expenses
2.01 For the performance by the Bank pursuant to this
Agreement, the Transfer Agent agrees to pay the Bank an annual maintenance fee
for each Shareholder account as set out in Schedule B attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section 2.02
below may be changed from time to time subject to mutual written agreement
between the Transfer Agent and the Bank.
2.02 In addition to the fee paid under Section 2.01 above,
the Transfer Agent agrees to reimburse the Bank for reasonable out-of-pocket
expenses incidental to the Bank's performance of its responsibilities
hereunder, including but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating proxies, records storage,
or advances incurred by the Bank or its agent for the items set out in Schedule
B attached hereto. In addition,
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any other expenses incurred by the Bank at the request or with the consent of
the Transfer Agent, will be reimbursed by the Transfer Agent.
2.03 The Transfer Agent agrees to pay all fees and
reimbursable expenses within five days following the receipt of the respective
billing notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the Bank by the
Transfer Agent at least seven (7) days prior to the mailing date of such
materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Transfer Agent that:
3.01 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing and in
good standing under the laws of the State of Delaware.
4.02 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Charter and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
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4.04 Each Fund is an open-end and diversified management
investment company registered under the Investment Company Act of 1940, as
amended.
4.05 A registration statement under the Securities Act of
1933, as amended for each Fund is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being offered for
sale.
Article 5 Data Access and Proprietary Information
5.01 The Transfer Agent acknowledges that the data bases,
computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals furnished to the Transfer Agent by the
Bank as part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Bank on data bases under the control and
ownership of the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Bank or other third
party. In no event shall Proprietary Information be deemed Customer Data. The
Transfer Agent agrees to treat all Proprietary Information as proprietary to
the Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Transfer Agent agrees for itself and its
employees and agents:
(a) to access Customer Data solely from locations as may
be designated in writing by the Bank and solely in
accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a
timely manner of such fact and dispose of such
information in accordance with the Bank's
instructions;
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(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any
unauthorized computer facility or other location,
except with the prior written consent of the Bank;
(e) that the Transfer Agent shall have access only to
those authorized transactions agreed upon by the
parties;
(f) to honor all reasonable written requests made by the
Bank to protect at the Bank's expense the rights of
the Bank in Proprietary Information at common law,
under federal copyright law and under other federal
or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Transfer Agent notifies the Bank that any of the
Data Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Bank shall endeavor
in a timely manner to correct such failure. Organizations from which the Bank
may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Transfer Agent agrees to make
no claim against the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Transfer Agent
include the ability to originate electronic instructions to the Bank in order
to (i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information (such transactions constituting a
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"COEFI"), then in such event the Bank shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any further inquiry as
long as such instruction is undertaken in conformity with security procedures
established by the Bank from time to time.
Article 6 Indemnification
6.01 The Bank shall not be responsible for, and the Transfer
Agent shall indemnify and hold the Bank harmless from and against, any and all
losses, damages, costs, charges, reasonable counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Transfer Agent's negligent or willful breach of any
material representation or warranty of the Transfer Agent hereunder.
(c) The good faith reliance on or use by the Bank or its
agents or subcontractors of information, records, documents or services which
(i) are received by the Bank or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Transfer Agent or each Fund or
any other person or firm on behalf of the Transfer Agent or each Fund including
but not limited to any previous transfer agent or registrar, provided that such
actions are taken in good faith and without negligence or willful misconduct.
(d) The good faith reliance on, or the carrying out by the
Bank or its agents or subcontractors of any instructions or requests reasonably
believed by the Bank to have been signed or authorized by the Transfer Agent
or each Fund, provided that such actions are taken in good faith and without
negligence or willful misconduct.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by any
federal agency or any state with respect to the offer or sale of such Shares in
such state, provided that such actions are taken in good faith and without
negligence or willful misconduct and further
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provided, that the Bank shall not be indemnified with respect to claims based
solely on the fact that shares of the Fund were not registered in a state and
the Bank had been notified previously by the Funds or the Transfer Agent that
the Funds are not registered in such state.
6.02 At any time the Bank may apply to any officer of the
Transfer Agent for instructions, and may consult with legal counsel acceptable
to the Transfer Agent with respect to any matter arising in connection with the
services to be performed by the Bank under this Agreement, and the Bank and its
agents or subcontractors shall not be liable and shall be indemnified by the
Transfer Agent for any action taken or omitted by it in reliance upon such
instructions or upon the written opinion of such counsel. The Bank, its agents
and subcontractors shall be protected and indemnified in acting upon any paper
or document furnished by or on behalf of the Transfer Agent or each Fund,
reasonably believed to be genuine and to have been signed by the proper person
or persons, or upon any instruction, information, data, records or documents
provided the Bank or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the Transfer Agent
and reasonably believed by the Bank to be genuine, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Transfer Agent.
6.03 In order that the indemnification provisions contained
in this Article 6 shall apply, upon the assertion of a claim for which the
Transfer Agent may be required to indemnify the Bank, the Bank shall promptly
notify the Transfer Agent of such assertion, and shall keep the Transfer Agent
advised with respect to all developments concerning such claim. The Transfer
Agent shall have the option to participate with the Bank in the defense of such
claim or to defend against said claim in its own name or in the name of the
Bank. The Bank shall in no case confess any claim or make any compromise in
any case in which the Transfer Agent may be required to indemnify the Bank
except with the Transfer Agent's prior written consent.
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Article 7 Standard of Care
7.01 The Bank shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or that of its
officers, employees and agents. Such liability hereunder shall include
reasonable counsel fees incurred by the Transfer Agent.
Article 8 Covenants of the Transfer Agent and the Bank
8.01 The Transfer Agent shall promptly furnish to the Bank
the following:
(a) A certified copy of the resolution of the Board of
Directors of the Transfer Agent authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Transfer Agent for
safekeeping of check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such forms and
devices.
8.03 The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of each Fund and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to each Fund on and in accordance with its
request.
8.04 The Bank and the Transfer Agent agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
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8.05 In case of any requests or demands for the inspection of
the Shareholder records of any of the Fund's, the Bank will endeavor to notify
the Transfer Agent and to secure instructions from an authorized officer of the
Transfer Agent as to such inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the Shareholder
records to such person.
Article 9 Termination of Agreement
9.01 This Agreement may be terminated by either party upon
one hundred twenty (120) days written notice to the other.
9.02 Should the Transfer Agent exercise its right to
terminate, all reasonable out-of-pocket expenses associated with the movement
of records and material will be borne by the Transfer Agent. Additionally, the
Bank reserves the right to charge as liquidated damages associated with such
termination a charge equivalent to the prior one month transfer agency fees if
termination occurs within the first year of this Agreement.
Article 10 Assignment
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
10.03 The Bank may, without further consent on the part of
the Transfer Agent, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is
duly registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS
subsidiary duly registered as a transfer agent pursuant to Section 17A(c)(1) or
(iii) a BFDS affiliate; provided, however, that the Bank shall be as fully
responsible to the Transfer Agent for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
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Article 11 Amendment
11.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
Article 12 Massachusetts Law to Apply
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
Article 13 Force Majeure
13.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its reasonable
control, or other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.
Article 14 Consequential Damages
14.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
Article 15 Merger of Agreement
15.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
Article 16 Counterparts
16.01 This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
SEI FINANCIAL MANAGEMENT
CORPORATION
BY: [SIG]
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ATTEST:
[SIG]
--------------------------------
STATE STREET BANK AND TRUST COMPANY
BY: [SIG]
---------------------
Executive Vice President
ATTEST:
[SIG]
--------------------------------
Assistant VP Associate Counsel
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SCHEDULE A
TO THE SUB-TRANSFER AGENCY
AND SERVICE AGREEMENT
Conestoga Cash Management Fund
Conestoga Tax-Free Fund
Conestoga U.S.Treasury Securities Fund
Conestoga Equity Fund
Conestoga International Equity Fund
Conestoga Special Equity Fund
Conestoga Bond Fund
Conestoga Intermediate Income Fund
Conestoga Pennsylvania Tax-Free Bond Fund
Conestoga Short-Term Income Fund
Conestoga Balanced Fund
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SCHEDULE B
TO THE SUB-TRANSFER AGENCY
AND SERVICE AGREEMENT
Annual fees (per class/per fund) $15,000
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee.
Account Transaction Fee $25.00/account
▇▇▇ Custodial Fees
Acceptance & Setup $5.00/account
Annual Maintenance $10.00/account
Out-of-Pocket Expenses
Out of pocket expenses include but are not limited to: confirmation
statements, postage, forms, audio response, telephone, records retention,
transcripts, microfilm, microfiche, and expenses incurred at the specific
direction of the fund.