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Exhibit 99.2(k)(2)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL SERVICES LLC
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL ENTREPRENEURS FUND
JANUARY 16, 2001
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 16th day of January, 2001, by and between ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Capital Services LLC (the "Transfer Agent"), a Delaware limited liability
company having its principal office and place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Entrepreneurs
Fund (the "Fund"), a Delaware business trust having its principal place of
business at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the Fund desires that Transfer Agent perform certain services for the
Fund; and
WHEREAS, the Transfer Agent is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein
contained, the parties hereto agree as follows:
1. Appointment as Agent Services
1.1. Transfer Agency Services. Subject to the terms and conditions set forth in
this Agreement, (a) the Fund hereby engages the Transfer Agent to act as
transfer and dividend disbursing agent for the Fund and to provide the transfer
agency services set forth in Appendix A hereto (the "Transfer Agency Services")
and (b) the Transfer Agent hereby accepts such appointment and agrees to provide
the Transfer Agency Services to the Fund pursuant to the terms of this
Agreement.
1.2. Delegation. The Transfer Agent may, in its discretion, appoint in writing
other parties qualified to perform transfer agency services reasonably
acceptable to the Fund (individually, a "Sub-Transfer Agent") to carry out some
or all of its responsibilities under this Agreement; provided, however, that the
Sub-Transfer Agent shall be the agent of the Transfer Agent and not the agent of
the Fund, and that the Transfer Agent shall be fully responsible for the acts of
such Sub-Transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-Transfer Agent.
1.3. New Accounts; Investor Restrictions. (a)Upon receipt of a purchase order
from an investor who is not then a shareholder or, where appropriate, from a
broker or other representative for such a shareholder, accompanied by sufficient
information to enable the Transfer Agent to establish a new shareholder account,
the Transfer Agent shall establish a new account for such investor and shall
credit such account according to such purchase order.
(b) The Fund is subject to restrictions with respect to investor qualification
standards. Accordingly, the Transfer Agent shall not establish an account for an
investor unless such investor has provided a fully executed application, the
form of which has been provided to the Transfer Agent (the "Application"),
certifying that such investor meets the applicable investor qualification
standard. The Transfer Agent will not accept orders received from a broker or
other representative of an investor ("intermediary") with respect to shares of
the Fund unless the
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intermediary has entered into a Selling Group Agreement or equivalent agreement
with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital, LLC ("SWC"). Such intermediaries will be
identified to the Transfer Agent by SWC.
1.4. Transfers of Shares. The Fund issues shares that are subject to
restrictions as to transfer. Accordingly, the Transfer Agent shall not effect
the transfer of shares of the Fund without first obtaining a certification from
the transferee (the substance of which is contained in the Application) that
the transferee meets the Fund's investor qualification.
1.5. Recordkeeping. The Transfer Agent shall keep adequate records relating to
the Transfer Agency Services provided hereunder, as required by applicable law
and consistent with good industry practice. All such records prepared or
maintained by the Transfer Agent relating to the Transfer Agency Services
provided hereunder shall be the property of the Transfer Agent or, to the
extent required under the Investment Company Act of 1940, as amended (the "1940
Act") and rules thereunder, of the Fund. Such records shall be preserved and
maintained and shall be made available to or surrendered to the Fund on request
in accordance with the provisions of the 1940 Act and such rules and in
accordance with the requirements of other applicable laws and rules. Records
surrendered hereunder shall be in a format consistent with good industry
practice. This provision shall survive termination of this Agreement.
1.4. Demand Deposit and Other Bank Accounts. The Fund shall establish and
manage demand deposit accounts and other bank accounts with such banks as are
necessary in order that the Transfer Agent may perform the services required to
be performed hereunder. To the extent the performance of such services shall
require the Transfer Agent directly to disburse amounts for payments of
dividends, repurchase proceeds or other purposes, the Fund shall provide such
bank or banks with all instructions and authorizations necessary for the
Transfer Agent to effect such disbursements.
1.5. Document Safekeeping. The Transfer Agent shall establish and maintain
facilities and procedures, as required by applicable laws and consistent with
good industry practice, for the preparation, use and safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
investment checks, checks payable by the Funds and other negotiable and bearer
instruments and things of value.
1.6. Processing of Investment Checks. The Transfer Agent shall receive
investment checks from Fund shareholders and prospective shareholders and shall
process such checks. In the event of the return unpaid of any investment check
processed by the Transfer Agent, the Transfer Agent shall place a stop transfer
order against all shares issued as a result of such investment check.
1.7. Lost Shareholder Searching and Reporting. The Transfer Agent shall provide
such services as are necessary to comply with the lost shareholder rules of the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "1934 Act") and with the abandoned property reporting
requirements of each state.
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1.8 Additional Services. The Transfer Agent shall provide such additional
services to the Fund, at such fees, as the parties may agree upon from time to
time.
1.9 Series of Funds. In the event that any Fund establishes one or more series
of Shares, the term "Funds" herein shall include such series as if a separate
Fund and all recordkeeping and reporting shall be done separately for each
series.
2. Fees and Expenses
2.1 Fees. In consideration of the Transfer Agent's provision of the Transfer
Agency Services hereunder, the Fund shall pay to the Transfer Agent the fees
described in Appendix B hereto.
2.2 Reimbursable Expenses. In addition to paying the Transfer Agent the fees
described in Section 2 hereof, the Fund agrees to reimburse the Transfer Agent
for the Transfer Agent's out-of-pocket expenses in providing the services
hereunder, including without limitation, the following:
(a) all freight and other delivery and bonding charges incurred by
the Transfer Agent in delivering materials to and from the Fund
and in delivering all materials to shareholders;
(b) all direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by the Transfer
Agent in communication with the Fund, the Fund's investment
advisers or custodian, dealers, shareholders or others as
required for the Transfer Agent to perform the services to be
provided hereunder;
(c) costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies,
notices or other forms of printed material which shall be
required by the Transfer Agent for the performance of the
services to be provided hereunder;
(d) the cost of microfilm or microfiche of records or other
materials;
(e) all systems-related expenses associated with the provision of
special reports and services pursuant to Appendix A; and
(f) any expenses the Transfer Agent shall incur at the written
direction of an officer of the Fund thereunto duly authorized.
Reimbursable expenses shall not include any allocation of overhead or other
fixed costs. In addition, the Fund shall reimburse the Transfer Agent for its
reasonable out-of-pocket expenses incurred in the provision of any other
services performed at the request of the Fund. The Transfer Agent shall keep
track of such expenses and shall prepare an itemized statement of such expenses
to be included with each invoice hereunder.
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3. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
(a) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
(b) It is duly qualified to carry on its business in each jurisdiction
where it carries on its business.
(c) It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement, and when
executed and delivered by the Company, this Agreement will
constitute a legal, valid and binding obligation of the Fund,
enforceable against the Fund in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of
creditors and secured parties.
(d) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(e) The Fund is an investment company registered under the 1940 Act. A
registration statement under the Securities Act of 1933, as
amended, is effective for the Fund as of January __, 2001, and
appropriate state securities law filings have been made, to the
extent necessary, with respect to all shares of the Fund being
offered for sale at any time.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
(a) It is a limited liability company duly organized and existing and
in good standing under the laws of the State of Delaware.
(b) It is duly qualified to carry on its business in each jurisdiction
where it carries on its business.
(c) It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement, and when
executed and delivered by the Company, this Agreement will
constitute a legal, valid and binding obligation of the Fund,
enforceable against the Fund in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of
creditors and secured parties.
(d) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
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(e) It is and will continue to be duly registered as a transfer agent under
Section 17A of the 1934 Act.
(f) The various procedures and systems which the Transfer Agent has
implemented with regard to safekeeping from loss or damage attributable
to fire, theft or any other cause of the records and other data of the
Fund, 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 are required for the secure performance of its obligations
hereunder.
5. RECORD RETENTION AND CONFIDENTIALITY
5.1. All books, records, information and data pertaining to the business of the
other party that are exchanged or received in connection with this Agreement,
unless publicly available, shall be kept confidential and shall not be
voluntarily disclosed to any other person, except as may be required hereunder
or by law or court order. The provisions of this Article shall survive
termination of this Agreement for three (3) years, except that the Transfer
Agent shall keep the names of Fund shareholders confidential indefinitely.
5.2. Each party hereto acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to it by the other party hereto are the proprietary
information of such other party and are of a confidential nature, except to the
extent that the such information is (a) proprietary information of the
receiving party or its affiliates, (b) in the public domain, or (c) already in
the possession of the receiving party at the time of receipt. The receiving
party shall use commercially reasonable measures to prevent unauthorized
persons from gaining access to, distributing, or otherwise using such
proprietary information.
5.3. Each party shall use commercially reasonable measures to advise its
employees of their obligations in connection with this Article.
5.4. The parties acknowledge that a breach of provisions 5.1 through 5.3 of
this Article may cause irreparable harm for which money damages would not be
adequate compensation and the parties agree that injunctive relief will be
appropriate for redress of any such breach.
5.5. The Transfer Agent shall keep and maintain on behalf of the Fund all books
and records which the Fund or the Transfer Agent is, or may be, required to
keep and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating
to the maintenance of books and records in connection with the services to be
provided hereunder. The Transfer Agent further agrees that all such books and
records shall be the property of the Fund and to make such books and records
available for inspection by the Fund or by the Securities and Exchange
Commission (the "Commission") at reasonable times and otherwise to keep
confidential all books and records and other information relative to the Fund
and its shareholders, except when requested to divulge such information by
duly-constituted authorities or court process, or requested by a shareholder or
shareholder's
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agent with respect to information concerning an account as to which such
shareholder has either a legal or beneficial interest or when requested by the
Fund, the shareholder, or shareholder's agent, or the dealer of record as to
such account.
6. Notices
All notices and consents required or given hereunder shall be in writing
and shall be deemed to have been duly given when (i) delivered to the proper
party by hand, or (ii) delivered to the proper party by certified mail, return
receipt requested, or by a commercial courier, or (iii) sent to the proper party
by telecopier, facsimile or similar electronic means if (i) on the same day a
copy also is sent by certified mail, return receipt requested, or is sent for
overnight delivery by commercial courier, addressed to the proper party at its
address below (or a changed address specified by it in a notice to the other
party) and marked to the attention of the officer names below and (ii) such
communication by telecopier, facsimile or similar electronic means is addressed
to the telecopier or facsimile number provided by the other party. Each party
shall keep the other party advised of the appropriate telecopier or facsimile
number for receiving telecopier or facsimile notices hereunder and each party
shall respond promptly by telecopier, facsimile or similar electronic means to
any request of the other party for confirmation of receipt of a notice sent by
any means described above. The addresses of the parties, the names and titles of
the relationship managers to whose attention notices are to be marked, and the
facsimile and telephone numbers for such notices for each party are set forth on
Appendix C hereto.
7. Term and Termination of Agreement
7.1 The term of this Agreement shall commence on January 16, 2001, and shall
continue for one (1) year thereafter, following which such term shall continue
until terminated by either party by notice to the other party of not less than
one hundred and twenty (120) days.
7.2 The Transfer Agent may terminate this Agreement by notice to the Fund of
not less than sixty (60) days in the event that the Fund breaches its obligation
to make timely payments of fees and expense reimbursements hereunder.
7.3 Either party hereto may terminate this Agreement in its discretion for
"cause". For purposes of this provision 7.3, "cause" shall mean: (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) a material breach of
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this Agreement that has not been remedied within thirty (30) days following
receipt of written notice of such breach from the non-breaching party.
7.4 Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or proprietary materials or information
received from such other party hereunder, other than materials or information
required to be retained by such party under applicable laws or regulations. If
termination of this Agreement is by the Transfer Agent during the first year of
the term hereof, the Fund shall pay the Transfer Agent at the time of its
notice of termination a fee equal to the fees that would have been payable for
the three-month period immediately following termination. In the event of any
termination of this Agreement, the Fund shall reimburse the Transfer Agent for
its reasonable out-of-pocket expenses incurred in the return of records and of
confidential or proprietary materials or information received from the Fund
hereunder and for other reasonable out-of-pocket expenses incurred by the
Transfer Agent in connection with such termination and conversion to a new
service provider. This provision shall survive the termination of this
Agreement.
8. Limitations on Liability
8.1. Instructions. Whenever the Transfer Agent is requested or authorized to
take action hereunder pursuant to instructions from a shareholder, or a
properly authorized agent of a shareholder ("shareholder's agent"), concerning
an account in the Fund, the Transfer Agent shall be entitled to rely upon any
certificate, letter or other instrument or communication, believed by the
Transfer Agent to be genuine and to have been properly made, signed or
authorized by an officer or other authorized agent of the Fund or by the
shareholder or shareholder's agent, as the case may be, and shall be entitled
to receive as conclusive proof of any fact or matter required to be ascertained
by it hereunder a certificate signed by an officer of the Fund or any other
person authorized by the Fund's Board of Trustees or by the shareholder or
shareholder's agent, as the case may be.
8.2. Errors or Omissions. The Transfer Agent shall at all times act in good
faith and shall use its commercially reasonable efforts to ensure the accuracy,
timeliness and thoroughness of services provided hereunder, but, except as
otherwise provided herein, the Transfer Agent shall not be liable for losses
due to errors or omissions unless such errors or omissions result from (i) its
negligence, bad faith, or willful misconduct or that of its employees or
agents, (ii) its failure to comply with, or to ensure that its services
hereunder are consistent with, applicable federal and state laws and
regulations, or (iii) its breach of a representation or warranty contained
herein.
8.3 Force Majeure. In the event either party is unable to perform its duties
and obligations hereunder because of causes reasonably beyond its control,
including but not limited to fires, riots, rebellion, war, strikes, equipment
or utility or transmission failure or damage reasonably beyond its control
(provided that such party has taken such reasonable preventive measures as were
appropriate for it to take), acts of God, or other similar causes, such party
shall not be liable to the other for damages resulting from such failure to
perform or otherwise from such causes.
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8.4. Damages. Neither party to this Agreement shall be liable to the other party
for such other party's consequential damages under any provision of this
Agreement, but each party may be liable for general damages resulting from
breach hereof.
9. Indemnification
9.1. The provisions of this Article shall survive termination of this Agreement.
9.2. The Fund shall indemnify and hold the Transfer Agent harmless from and
against, any and all claims, losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liabilities arising out of or attributable to:
(a) actions of the Transfer that have been properly taken pursuant hereto,
so long as the Transfer Agent acts in good faith and without negligence
or willful misconduct;
(b) the Fund's negligence, willful misconduct, or lack of good faith;
(c) the Fund's breach of any representation or warranty hereunder;
(d) the reasonable reliance on or use by the Transfer Agent of information,
records or documents furnished to it by or on behalf of the Fund;
(e) the reasonable reliance on or carrying out of instructions of the Fund
hereunder by the Transfer Agent, so long as the Transfer Agent acts in
good faith and without gross negligence or willful misconduct;
(f) the negotiation and processing of any investment check received by the
Transfer Agent for the purchase of Fund shares, so long as the Transfer
Agent acts in good faith and without negligence or willful misconduct;
and
(g) inadvertent transactions with unqualified persons, inadvertent
transactions in restricted shares, or any other inadvertent
transactions presenting questions of lawfulness, so long as the
Transfer Agent employs its commercially reasonable efforts to comply
with the Fund's instructions, if any, with respect to such types of
transactions.
9.3. The Transfer Agent shall indemnify and hold the Fund harmless from and
against any and all claims, losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liabilities arising out of or attributable to:
(a) the Transfer Agent's refusal or failure to comply with the covenants or
terms or conditions hereof;
(b) the Transfer Agent's lack of good faith, gross negligence or willful
misconduct; and
(c) the Transfer Agent's breach of any representation or warranty
hereunder.
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9.4. In order that the foregoing indemnification provisions in this Article
shall apply, upon a loss or assertion of a claim for which either party may be
required to indemnify the other hereunder, the party seeking indemnification
(the "Indemnitee") shall promptly notify the indemnifying party (the
"Indemnitor") of such loss or assertion and shall keep the Indemnitor advised
of developments concerning such loss or claim. The Indemnitor shall have the
option to participate at its expense with the Indemnitee in the defense of such
claim or to defend against such claim in its own name or it the name of the
Indemnitee. The Indemnitee shall provide to the Indemnitor all necessary
information and other reasonable assistance to permit the Indemnitor to defend
or settle such claim. The Indemnitee shall in no case confess any claim or
make any compromise in any case in which the Indemnitor may be required to
indemnify it except with the Indemnitor's prior written consent.
10. Legal Advice
The Transfer Agent shall notify the Fund at any time the Transfer Agent
believes that it is in need of the advice of counsel (other than counsel in the
regular employ of the Transfer Agent or any affiliated companies) with regard
to the Transfer Agent's responsibilities and duties pursuant to this Agreement;
and after so notifying the Fund, the Transfer Agent, at its discretion, shall
be entitled to seek, receive and act upon advice of legal counsel of its
choosing, such advice to be at the expense of the Fund unless relating to a
matter involving the Transfer Agent's willful misfeasance, bad faith,
negligence or reckless disregard with respect to the Transfer Agent's
responsibilities and duties hereunder and the Transfer Agent shall in no event
be liable to the Fund or any shareholder or beneficial owner of the Fund for
any action reasonably taken pursuant to such advice.
11. Reports
The Transfer Agent will furnish to the Fund and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Fund in writing,
such reports at such times as are prescribed in Appendix A attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Appendix
A. The Fund agrees to cause the Fund's investment adviser(s) to examine each
such report or copy promptly and will report or cause to be reported any errors
or discrepancies therein.
12. Assignment
Except as may be provided explicitly herein, neither this Agreement nor
any rights hereunder may be assigned by either party without the written
consent of the other party. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
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13. THIRD-PARTY BENEFICIARIES
Except as may be provided explicitly herein, this Agreement shall not
convey any rights to any third parties, the obligations of each party being
taken on solely for the benefit of the other party.
14. INDEPENDENCE OF PARTIES
The parties are independent contractors hereunder and are not, and shall
not hold themselves out as, partners or agents of each other, except as may be
provided explicitly herein. Nothing herein shall make the Transfer Agent liable
for the actions or omissions of the Fund or of their parties, including but not
limited to the Postal Service.
15. AMENDMENT
This Agreement may be amended only by a written agreement executed by both
parties.
16. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Delaware.
17. NO WAIVER
The waiver or failure of any party to exercise (or to delay exercising) in
any respect any right provided for in this Agreement shall not be deemed a
waiver of any further or future right hereunder.
18. SEVERANCE
If any provision hereof is held to be invalid, void, unlawful or
unenforceable, such provision shall be severed and deleted and the remaining
provisions hereof shall remain valid, binding and enforceable.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements and arrangements with respect to the
subject matter hereof, whether oral or written.
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20. Counterparts
The parties hereto may execute this Agreement on separate counterparts and
all such counterparts taken together shall be deemed to constitute one and the
same instrument.
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, to become
effective on January 16, 2001.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL
SERVICES LLC ENTREPRENEURS FUND
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:CEO Title: President
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APPENDIX A: THE TRANSFER AGENCY SERVICES
The Transfer Agency Services shall include the following services:
(i) Receive for acceptance orders for the purchase and requests for the
repurchase of the authorized and issued shares of beneficial interest of
the Fund and promptly deliver appropriate documentation and, in the case
of purchase orders, payment therefor to the duly authorized custodian
(the "Custodian") of the Fund;
(ii) Effect transfers of shares by the registered owners thereof upon
receipt of appropriate instructions, in compliance with provision 1.4 of
the Agreement;
(iii) Pursuant to the written instructions of shareholders, cause the
reinvestment of income dividends and capital gain distributions;
(iv) Promptly after receiving monies from the Custodian with respect to any
repurchase of shares, pay over or cause to be paid over such monies as
instructed by the tendering shareholders;
(v) Prepare and transmit payments for dividends and distributions declared by
the Fund;
(vi) With respect to each purchase order received, and accepted by the Fund,
and by reference to such purchase order, cause the issuance of the proper
number of shares and record the purchase of the proper number of shares
in the account of the purchasing shareholder with the Fund;
(vii) With respect to each repurchase request received, and accepted by the
Fund, and by reference to such repurchase request, cause the repurchase
of the proper number of shares and record the repurchase of the proper
number of shares in the account of the tendering shareholder with the
Fund;
(viii) Prepare and transmit payments for commissions and fees to brokers and
other intermediaries, as instructed;
(ix) Maintain records of account for and advise the Fund and the shareholders
as to the foregoing;
(x) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of
the Securities and Exchange Commission (the "SEC") under the 1934 Act an
accurate control book and a continuous record of the total number of
shares of the Fund that are issued and outstanding, such record to be
available to the Fund on a regular basis;
(xi) Maintain shareholder accounts and (/) withhold federal withholding taxes
and state withholding taxes applicable to retirement plans or accounts
(or other state withholding taxes that may become applicable) on U.S.
resident and non-resident alien and other
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accounts, as required under federal and state laws and regulations and
in accordance with good industry practice, (ii) prepare and file U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends, distributions and taxes withheld, and (iii)
provide shareholder account information through the DST TA2000 System
and related systems;
(xii) Address and mail to shareholders communications from the Fund,
including but not limited to confirmations of purchases, sales and
repurchases of Fund shares, periodic statements, shareholder reports,
dividend and distribution notices, and repurchase notices;
(xiii) In connection with repurchase offers, prepare shareholder lists, mail
notices and certify as to the mailing of notices, and report on same;
(xiv) In connection with shareholder meetings, prepare shareholder lists,
mail proxy materials and notices and certify as to the mailing of proxy
materials and notices, and report on proxies voted prior to meetings,
act as inspector of election at meetings and certify votes taken at
meetings;
(xv) Cause the issuance of replacement certificates for share certificates
said to have been lost, stolen or destroyed, as instructed, upon
receipt of reasonably satisfactory indemnities or bonds protecting the
Transfer Agent and the Fund;
(xvi) Perform shareholder account maintenance updates (i) as requested in
writing or by electronic transmission by a shareholder or (ii) as
requested by the Fund, in either case in accordance with the reasonable
policies and procedures established by the Transfer Agent hereunder;
(xvii) Provide appropriate responses to shareholders with respect to all
correspondence and rejected trades, other than correspondence conveying
complaints;
(xviii) Perform returned mail processing;
(xix) Enter NAV data supplied by agents of the Fund;
(xx) Respond to shareholder inquiries;
(xxi) Respond to inquiries of broker's representatives; and
(xxii) Enter transactions effected on behalf of SWC's clients through U.S.
Clearing Corporation.
"As Of" Reporting. In addition, the Transfer Agent shall establish and
operate an "as of" reporting system that conforms substantially to the Transfer
Agent's policies and procedures of "as of" trades, as in effect from time to
time.
"Blue Sky" Data. In addition, for the Fund, the Transfer Agent shall
furnish to a service provider designated by the Fund "blue sky" data in
electronic format.
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APPENDIX B: FEES AND EXPENSES
The Fund will pay to the Transfer Agent a fee at an annual rate of 0.15% of
the Fund's average daily net assets.
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APPENDIX C: ADDRESSES FOR NOTICES
For notices to the Fund:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Entrepreneurs Fund
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
For notices to the Transfer Agent:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Services LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇