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EXHIBIT 23(h)3
AMENDED TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of November,
1998, by and between Cadre Institutional Investors Trust (the "Trust") on behalf
of the investment portfolios of the Trust identified in Schedule A of this
Agreement (each, a "Fund" and collectively, the "Funds") and Cadre Financial
Services, Inc., a corporation organized under the laws of the State of Delaware
(hereinafter referred to as the "Agent") for the purpose of amending the
Transfer Agent Agreement between the Trust and the Agent dated as of August 1,
1997.
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company which is
registered under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Agent is registered under the Securities Exchange Act of 1934
(the "1934 Act") as a transfer agent;
NOW, THEREFORE, the Trust, on behalf of the Funds, and the Agent do
mutually promise and agree as follows:
1. Terms of Appointment; Duties of the Agent
Subject to the terms and conditions set forth in this Agreement, the Trust
hereby employs and appoints the Agent to act as transfer agent, dividend
disbursing agent, and shareholder servicing agent for the Funds.
With respect to each of the Funds, the Agent shall perform all of the
customary services of a transfer agent, dividend disbursing agent and
shareholder servicing agent, 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 the following and as more fully described in Exhibit A:
A. Receive orders for the purchase of shares, with prompt delivery, where
appropriate, of payment and supporting documentation to the Funds' custodian;
B. Process purchase orders and issue the appropriate number of
uncertificated shares with such uncertificated shares being held in the
appropriate shareholder account;
C. Process redemption requests received in good order and, where relevant,
deliver appropriate documentation to the Funds' custodian;
D. Pay moneys (upon receipt from the Funds' custodian, where relevant) in
accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
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F. Process exchanges between the Funds and any other funds within the same
family of funds, if applicable;
G. Prepare and transmit payments for dividends and distributions declared
by the Funds;
H. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic investment,
dividend reinvestment, etc.);
I. Record the issuance of shares of the Funds and maintain, pursuant to
Rule 17Ad-10(e) under the 1934 Act, a record of the total number of shares of
the Funds which are authorized, issued and outstanding and such other records as
are required to be maintained by a transfer agent for open-end registered
investment companies by the rules adopted under the 1934 Act;
J. Prepare shareholder meeting lists and, if applicable, mail, receive and
tabulate proxies;
K. Mail shareholder reports and prospectuses to current shareholders;
L. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
M. Provide shareholder account information upon request and prepare and
mail confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the Trust;
and
N. Provide a Blue Sky System which will enable the Funds to monitor the
total number of shares sold in each state. In addition, the Trust, on behalf of
the Funds, shall identify to the Agent in writing those transactions and assets
to be treated as exempt from the Blue Sky reporting for each state. The
responsibility of the Agent for the Funds' Blue Sky state registration status is
solely limited to the initial compliance by the Fund and the reporting of such
transactions to the Fund.
2. Compensation and Expenses
As full compensation for the services and facilities furnished to the Trust
and the expenses assumed by the Agent under this Agreement, the Trust shall pay
to the Agent a fee with respect to each Fund, as calculated in accordance with
Schedule B hereto. The Agent shall bear all of the costs of providing services
hereunder.
The Trust agrees to pay all reimbursable expenses within thirty (30) days
following receipt of a notice for reimbursement of such expenses.
3. Representations of Agent
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The Agent represents and warrants to the Trust that:
A. It is a corporation duly organized, existing and in good standing under
the laws of Delaware.
B. It is duly qualified to carry on its business and duly registered as a
transfer agent under the 1934 Act;
C. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement; and
E. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations of the Trust
The Trust represents and warrants to the Agent that:
A. The Trust is registered under the 1940 Act as an open-ended, diversified
management investment company;
B. The Trust is a business trust organized, existing, and in good standing
under the laws of Delaware;
C. The Trust is empowered under applicable laws and by its Declaration of
Trust and other governing documents to enter into and perform this Agreement;
D. All necessary proceedings required to be taken by the Trust to authorize
it to enter into and perform this Agreement;
E. The Trust will comply with all applicable requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, and all other laws, rules
and regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 covering
shares of the Funds is currently effective and will remain effective.
Appropriate state securities law filings have been made and will continue to be
made, with respect to all shares of the Funds being offered and sold.
5. Covenants of the Trust and the Agent
The Trust shall furnish the Agent a certified copy of the resolution of the
Board of Trustees of the Trust authorizing the appointment of the Agent and the
execution of this Agreement. The Trust shall provide to the Agent a copy of its
Declaration of Trust and all amendments.
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The Agent 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 1940 Act and the rules thereunder, the Agent
agrees that all such records prepared or maintained by the Agent relating to the
services to be performed by the Agent hereunder are the property of the Trust
and will be preserved, maintained and made available in accordance with such
section and rules and will be surrendered to the Trust on and in accordance with
its request.
6. Liability; Indemnification
The Agent agrees to use reasonable care and to act in good faith in
performing its duties hereunder and shall not be liable for any error in
judgment or mistake of law or for any loss suffered by the Trust or any Fund in
connection with the matters to which this Agreement relates, provided that the
Agent has acted in accordance with such standard and with the terms of this
Agreement.
Notwithstanding the foregoing, the Agent shall not be liable or responsible
for delays or errors occurring by reason of circumstances beyond its control,
including acts of civil or military authority, national or state emergencies,
fire, mechanical or equipment failure, flood or catastrophe, acts of God,
insurrection or war. In the event of a mechanical breakdown beyond its control,
the Agent shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond the Agent's control. The
Agent will make every reasonable effort to restore any lost or damaged data, and
the correct of any errors resulting from such a breakdown will be at the Agent's
expense. The Agent agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available.
The Trust will indemnify and hold the Agent harmless against any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) ("Losses") resulting from any claim, demand, action or suit
and arising out of or in connection with the Agent's duties on behalf of the
Trust hereunder, except insofar as such Losses result from the willful
misfeasance, bad faith or gross negligence of the Agent in the performance of
its duties hereunder or from its reckless disregard of such duties.
In performing services hereunder, Agent shall be entitled to rely and to
act upon: (i) telephone instructions relating to the exchange or redemption of
shares received by the Agent and reasonably believed by the Agent to have
originated from the record owner of the subject shares; (ii) any instructions
executed or orally communicated by a duly authorized officer or employee of the
Trust, according to such lists of authorized officers and employees furnished to
the Agent and as amended from time to time in writing by a resolution of the
Board of Directors of the Trust; and (iii) any genuine instrument signed,
countersigned or executed by any person or persons authorized to sign,
countersign or execute the same.
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7. New York Law to Apply
This Agreement shall be deemed to have been executed in New York and shall
be construed and the provisions thereof interpreted under and in accordance with
the substantive laws of the State of New York, without regard to the conflicts
of laws provisions of such state.
8. Term, Amendment, Assignment, Termination and Notice
A. This Agreement shall become effective as of the date set forth above for
an initial term of two years and shall continue in effect from year to year
thereafter provided that each such continuance is approved annually by the Board
of Trustees of the Trust, including the vote of a majority of the Trustees who
are not "interested persons" of the Trust, as defined by the 1940 Act and the
rules thereunder.
B. This Agreement, including the Schedules and Exhibit hereto, may be
amended by the mutual written consent of the parties.
C. This Agreement may be terminated upon ninety (90) days written notice
given by one party to the other.
D. This Agreement and any right or obligation hereunder may not be assigned
by either party without the signed, written consent of the other party;
provided, however, that the Agent may assign this Agreement without such consent
in a transaction which does not constitute an "assignment" as defined by the
1940 Act and the rules thereunder.
E. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered, or mailed
to the principal place of business of the other party.
F. In the event that the Trust gives to the Agent written notice of its
intention to terminate this Agreement and appoint a successor transfer agent,
the Agent agrees to cooperate in the transfer of its duties and responsibilities
to the successor, including the transfer of any and all relevant books, records
and other data established or maintained by the Agent under this Agreement.
G. Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be paid by
the Trust.
9. Nature of the Trust
A. Article 5 of the Declaration of Trust contains provisions limiting the
liability of the Trustees, officers, employees and agents of the Trust. The
obligations of the Trust created hereunder are not personally binding upon, nor
shall resort be had to the property of, any of the Trustees, officers, employees
or agents of the Trust or of the shareholders of the
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Funds, and only that portion of a Fund's property necessary to satisfy the
obligations of that Fund arising hereunder shall be bound or affected by the
operation of this Agreement.
B. Third Parties. When dealing with third parties on behalf of the Trust or
any Fund, the Agent shall include such recitals in written documents as may be
reasonably requested by the Trust regarding the limitation of liability of the
Board of Trustees, the Trust's shareholders, and the Trust's officers, employees
and agents to third parties.
C. Separate Series. It is agreed that the Agent's responsibilities and
obligations to each Fund are separate from its responsibilities and obligations
to each other Fund, and that each Fund's responsibilities and obligations to the
Agent are separate from the responsibilities and obligations of each other Fund.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto
have executed this Agreement as of the date first written above.
Cadre Institutional Investors Trust Cadre Financial Services, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attest: Attest:
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SCHEDULE A
The Agreement shall apply to the following Funds:
Liquid Asset U.S. Government Money Market Fund
Liquid Asset Money Market Fund
Sponsored Liquid Asset U.S. Government Money Market Fund
Sponsored Liquid Asset Money Market Fund
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund
Institutional Cash U.S. Government Money Market Fund
Institutional Cash Money Market Fund
U.S. Government Money Market Portfolio
Money Market Portfolio
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SCHEDULE B
As full compensation for the services and facilities furnished to the Trust
and the expenses assumed by the Agent under this Agreement, each Fund shall pay
to the Agent monthly compensation calculated daily at the following annual
rates:
Liquid Asset U.S. Government Money Market Fund
Liquid Asset Money Market Fund
Sponsored Liquid Asset U.S. Government Money Market Fund
Sponsored Liquid Asset Money Market Fund
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund
Institutional Cash U.S. Government Money Market Fund
Institutional Cash Money Market Fund
0.05% of each such Fund's net assets up to $250,000,000, 0.04% of the Fund's net
assets greater the $250,000,000 and less than $1,000,000,000, and 0.03% of the
Fund's net assets above $1,000,000,000. Such calculations shall be made by
applying 1/365th of the annual rate to the Fund's net assets each day determined
as of the close of business on that day or the last previous business day. If
this Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above.
U.S. Government Money Market Portfolio
Money Market Portfolio
No fee.
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EXHIBIT A
Duties of the Agent
1. Shareholder Information
The Agent shall maintain a record of the number of shares held by each
holder of record which shall include their addresses and taxpayer identification
numbers.
2. Shareholder Services
The Agent will investigate all shareholder inquiries relating to
shareholder accounts, and will answer all correspondence from shareholders and
others relating to its duties hereunder and such other correspondence as may
from time to time be mutually agreed upon between the Agent and the Trust. The
Agent shall keep records of shareholder correspondence and replies thereto, and
of the lapse of time between the receipt of such correspondence and the mailing
of such replies.
3. State Registration Reports
The Agent shall furnish the Trust on a state-by-state basis, sales reports,
such periodic 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 Agent.
4. Uncertificated Shares
(a) With respect to shares held in open accounts or uncertificated form
(i.e., no certificate being issued with respect thereto), the Agent shall
maintain comparable records of the recordholders thereof, including their names,
addresses, and taxpayer identification numbers.
5. Mailing Communications to Shareholders: Proxy Materials
At the expense of the Trust, the Agent will address and mail to
shareholders of the Funds, all reports to shareholders, dividend and
distribution notices, and proxy material for meetings of shareholders. In
connection with the meetings of shareholders, the Agent will prepare shareholder
lists, mail, and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to meetings (act as
inspector of election at meetings and certify shares voted at meetings).
6. Sales of Shares
(a) Processing of Investment Checks or Other Investments
Upon receipt of any check or other instrument drawn or endorsed to it as
agent for, or identified as being for the account of a Fund, or drawn or
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endorsed to the Distributor of the Funds' shares for the purchase of shares, the
Agent shall stamp the check with the date of receipt, shall forthwith process
the same for collection and, shall record the number of shares sold, the trade
date and price per share, and the amount of money to be delivered to the
custodian of the Funds for the sale of such shares.
(b) Issuance of Shares
Upon receipt of notification that the Funds' custodian has received the
amount of money specified in the immediately preceding paragraph, the Agent
shall issue to and hold in the account of the purchaser/shareholder, or if no
account is specified therein, in a new account established in the name of the
purchaser, the number of shares such purchaser is entitled to receive, as
determined in accordance with applicable Federal law and regulations.
(c) Confirmations
The Agent shall send to purchasers of shares confirmations of their
purchases and periodic statements which will show the new share balance, the
shares held under a particular plan, if any, for withdrawing investments, the
amount invested, and the price paid for the newly purchased shares, or will be
in such other form as the Trust and the Agent may agree from time to time. Such
confirmations and statements will be sent at such times as may be required by
applicable laws and regulations or as may otherwise be agreed to by the Trust
and the Agent in compliance with such laws and regulations.
(d) Suspension of Sale of Shares
The Agent shall not be required to issue any shares of the Funds where it
has received a written instruction from the Trust or written notice from any
appropriate Federal or state authority that the sale of the shares of that Fund
has been suspended or discontinued, and the Agent shall be entitled to rely upon
such written instructions or written notification.
(e) Taxes in Connection with Issuance of Shares
Upon the issuance of any shares in accordance with the foregoing provisions
of this Section, the Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks
In the event that any check or other order for the payment of money is
returned unpaid for any reason, the Agent will: (i) give prompt notice of such
return to the Trust or its designee; (ii) place a stop transfer order against
all shares issued as a result of such check or order; and (iii) take such
actions as the Agent may from time to time deem appropriate.
7. Redemptions
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(a) Requirements for Transfer or Redemption of Shares
The Agent shall process all requests from shareholders to transfer or
redeem shares of each Fund in accordance with the procedures set forth in the
Prospectus for the Fund, including, but not limited to, all requests from
shareholders to redeem shares and all determinations of the number of shares
required to be redeemed to fund designated monthly payments, automatic payments,
or any other such distribution or withdrawal plan.
The Agent will transfer or redeem shares upon receipt of written
instructions, accompanied by such documents as the Agent reasonably may deem
necessary to evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock transfer
taxes, if any.
The Agent reserves the right to refuse to transfer or redeem shares until
it is satisfied that the endorsement on the instructions is valid and genuine,
and for that purpose it may require a guarantee of signature by a member firm of
a national securities exchange, by any national bank or trust company, by any
member bank of the Federal Reserve system or by other eligible guarantor
institution. The Agent also 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 Agent, in its judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Agent may, in effecting transactions, rely upon the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the State of New York, 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. The Trust may authorize the Agent to waive the signature guarantee in
certain cases by written instructions.
For the purposes of the redemption of shares of the Funds which have been
purchased within 15 days of a redemption request, the Trust shall provide the
Agent with written instructions concerning the time within which such requests
may be honored.
(b) Notice to Custodian and Funds
When shares are redeemed, the Agent shall, upon receipt of the instructions
and documents in proper form, deliver to the Funds' custodian and the Trust a
notification setting forth the number of shares to be redeemed. Such redemptions
shall be reflected on appropriate accounts maintained by the Agent reflecting
outstanding shares of the Funds and shares attributed to individual accounts
and, if applicable, any individual withdrawal or distribution plan.
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(c) Payment of Redemption Proceeds
The Agent shall, upon receipt of the moneys paid to it by the Funds'
custodian for the redemption of shares, pay to the shareholder, or his
authorized agent or legal representative, such moneys as are received from the
custodian, all in accordance with the redemption procedures described in the
applicable Prospectus; provided, however, that the Agent shall pay the proceeds
of any redemption of shares purchased within a period of time agreed upon in
writing by the Agent and the Trust, only in accordance with procedures agreed to
in writing by the Agent and the Trust, for determining that good funds have been
collected for the purchase of such shares. The Trust shall indemnify the Agent
for any payment of redemption proceeds or refusal to make such payment, if the
payment or refusal to pay is in accordance with said written procedures.
The Agent shall not process or effect any redemptions of shares of a Fund
pursuant to a plan of distribution or redemption, or in accordance with any
other shareholder request upon the receipt by the Agent of notification of the
suspension of the determination of that Fund's net asset value.
8. Dividends
(a) Notice to Agent and Custodian
Upon the declaration of each dividend and each capital gains distribution
by the Board of Trustees of the Trust with respect to shares, the Trust shall
furnish to the Agent a copy of a resolution of its Board of Trustees, certified
by the Secretary of the Trust, setting forth the date of the declaration of such
dividend or distribution, the ex-dividend date, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be determined,
the amount payable per share to the shareholders of record as of that date, the
total amount payable to the Agent on the payment date, and whether such dividend
or distribution is to be paid in shares of such class at net asset value.
On or before the payment date specified in such resolution of the Board of
Trustees, the Trust will cause the custodian of the Funds to pay to the Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.
(b) Payment of Dividends by the Agent
The Agent will, on the designated payment date, automatically reinvest all
dividends required to be reinvested in additional shares at the net asset value
of the applicable Fund (determined on such date), and mail to shareholders
statements at such times as may be required by applicable law or agreed to by
the Trust and the Agent showing the number of full and fractional shares
(rounded to three decimal places) then currently owned by the shareholders and
the net asset value of the shares so credited to the shareholders' accounts.
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(c) Insufficient Funds for Payments
If the Agent does not receive sufficient cash from the Funds' custodian to
make total dividend and/or distribution payments to all shareholders as of the
record date, the Agent will, upon notifying the Trust, withhold payment to all
shareholders of record as of the record date, until such sufficient cash is
provided to the Agent.
(d) Information Returns
It is understood that the Agent shall file such appropriate information
returns concerning the payment of dividends, return of capital, and capital gain
distributions with the proper Federal, state, and local authorities as are
required by law to be filed and shall be responsible for the withholding of
taxes, if any, due on such dividends or distributions to shareholders when
required to withhold taxes under applicable law.