1838 INVESTMENT ADVISORS FUNDS
MBIA MUNICIPAL INVESTORS SERVICE CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 1st day of January,
2005, between 1838 Investment Advisers Funds, a Delaware, business trust (the
"Trust"), and MBIA Municipal Investors Service Corporation, ("MBIA") a
corporation organized under the laws of the State of Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and offers for public sale one or more distinct series of shares of beneficial
interest ("Series"), par value $0.001 per share, each corresponding to a
distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in
the assets, subject to the liabilities, allocated to that Series and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Trust has established two Series:
1838 International Equity Fund and 1838 Fixed Income Fund;
WHEREAS, the Trust desires to avail itself of the services of MBIA to
serve as the Trust's transfer agent; and
WHEREAS, MBIA is willing to furnish such services to the Trust with
respect to each Series listed in Schedule A to this Agreement (each, a
"Portfolio," and together the "Portfolios") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Trust and MBIA agree as follows:
1. APPOINTMENT. The Trust hereby appoints MBIA as transfer agent,
registrar and dividend disbursing agent for the shares of beneficial interest of
the Trust (the "Shares") and as servicing agent in connection with the
disbursements of dividends and distributions and as shareholders' servicing
agent for the Trust, each such appointment to take effect as of the date first
written above, and MBIA shall act as such and perform its obligations thereof
upon the terms and conditions hereafter set forth and in accordance with the
principles of principal and agent enunciated by the common law.
2. DOCUMENTS. The Trust has furnished MBIA with copies properly
certified or authenticated of each of the following:
a. The Trust's Declaration of Trust filed with the Secretary of the
State of Delaware on December 9, 1994 and all amendments thereto and
restatements thereof;
b. The Trust's By-laws and all amendments thereto and restatements
thereof (such By-laws, as presently in effect and as they shall from time to
time be amended or restated, are herein called "By-laws");
c. Resolutions of the Trust's Board of Trustees authorizing the
appointment of MBIA to provide certain transfer agency services to the Trust and
approving this Agreement;
d. The Trust's Notification of Registration filed pursuant to Section
8(a) of the Investment Company Act as filed with the Securities and Exchange
Commission ("SEC") on December 13, 1994;
e. The Trust's most recent Registration Statement on Form N-1A under
the Securities Act of 1933 (the "1933 Act") (File No. 33-87298 ) and under the
Investment Company Act (File No. 811-8902), as filed with the SEC relating to
shares of beneficial interest in the Trust, and all amendments thereto;
f. The Trust's most current Prospectuses and Statements of Additional
Information relating to the Portfolio(s); and
g. The executed Trust agreements listed on Schedule B hereto; and
h. If required, a copy of either (i) a filed notice of eligibility to
claim the exclusion from the definition of "commodity pool operator" contained
in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in
Rule 4.5 under the CEA, together with all supplements as are required by the
Commodity Futures Trading Commission ("CFTC"), or (ii) a letter which has been
granted the Trust by the CFTC which states that the Trust will not be treated as
a "pool" as defined in Section 4. 10(d) of the CFTC's General Regulations, or
(iii) a letter which has been granted the Trust by the CFTC which states that
CFTC will not take any enforcement action if the Trust does not register as a
"commodity pool operator."
The Trust will furnish MBIA from time to time with copies, properly
certified or authenticated, of all additions, amendments or supplements to the
foregoing, if any.
3. DEFINITIONS.
a. Authorized Person. As used in this Agreement, the term "Authorized
Person" means any officer of the Trust and any other person, whether or not any
such person is an officer or employee of the Trust, duly authorized by the
Trustees of the Trust to give Oral and Written Instructions on behalf of the
Portfolio(s) and certified by the Secretary or Assistant Secretary of the Trust
or any amendment thereto as may be received by MBIA from time to time.
b. Oral Instructions. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by MBIA from an
Authorized Person or from a person reasonably believed by MBIA to be an
Authorized Person. The Trust agrees to deliver to MBIA, at the time and in the
manner specified in Section 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
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c. Written Instructions. As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand, mail, telegram,
cable, telex or facsimile, signed by an Authorized Person and received by MBIA.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
a. Unless otherwise provided in this Agreement, MBIA shall act only
upon Oral or Written Instructions. Although MBIA may know of the provisions of
the Declaration of Trust and Bylaws of the Trust, MBIA may assume that any Oral
or Written Instructions received hereunder are not in any way inconsistent with
any provision of such Declaration of Trust or Bylaws or any vote, resolution or
proceeding of the shareholders, or of the Trustees, or of any committee thereof.
b. MBIA shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by MBIA pursuant to this Agreement. The
Trust agrees to forward to MBIA Written Instructions confirming Oral
Instructions in such manner that the Written Instructions are received by MBIA
by the close of business of the same day that such Oral Instructions are given
to MBIA. The Trust agrees that the fact that such confirming Written
Instructions are not received by MBIA shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by such Oral
Instructions. The Trust agrees that MBIA shall incur no liability to the Trust
in acting upon Oral Instructions given to MBIA hereunder concerning such
transactions, provided such instructions reasonably appear to have been received
from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, MBIA is authorized to take the following actions:
a. Issuance of Shares. Upon receipt of a purchase order from the
Distributor, as defined in the Underwriting Agreement between the Trust and the
Distributor or a prospective shareholder for the purchase of Shares and
sufficient information to enable MBIA to establish a shareholder account or to
issue Shares to an existing shareholder account, and after confirmation of
receipt or crediting of Federal funds for such order from MBIA's designated
bank, MBIA shall issue and credit the account of the investor or other record
holder with Shares in the manner described in the Prospectus. MBIA shall deposit
all checks received from prospective shareholders into an account on behalf of
the Trust, and shall promptly transfer all Federal funds received from such
checks to the Custodian, as defined in the Custodian Agreement between the Trust
and the Custodian. (References herein to "Custodian" shall also be construed to
refer to a "Sub-Custodian" if such appointment has been made.) If so directed by
the Distributor, the confirmation supplied to the shareholder to ▇▇▇▇ such
issuance will be accompanied by a Prospectus.
b. Transfer of Shares; Uncertificated Securities. If a shareholder
does not hold a certificate representing the number of Shares owned and provides
MBIA with instructions for the transfer of such Shares which include a signature
guaranteed by a commercial bank, trust company or member firm of a national
securities exchange and such other appropriate documentation to permit a
transfer, then MBIA shall register such Shares and shall deliver them pursuant
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to instructions received from the transferor, pursuant to the rules and
regulations of the SEC, and the laws of the State of Delaware relating to the
transfer of shares of beneficial interest.
c. Share Certificates. If at any time a Portfolio issues share
certificates, the following provisions will apply:
(1) The Trust will supply MBIA with a sufficient supply of share
certificates representing Shares, in the form approved from time to time by the
Trustees of the Trust, and, from time to time, shall replenish such supply upon
request of MBIA. Such share certificate shall be properly signed, manually or by
facsimile signature, by the duly authorized officers of the Trust, and shall
bear the corporate seal or facsimile thereof of the Trust, and notwithstanding
the death, resignation or removal of any officer of the Trust, such executed
certificates bearing the manual or facsimile signature of such officer shall
remain valid and may be issued to shareholders until MBIA is otherwise directed
by Written Instructions.
(2) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof, unless
there shall first have been furnished an appropriate bond of indemnity issued by
a surety company approved by MBIA.
(3) Upon receipt of signed share certificates, which shall be in
proper form for transfer, and upon cancellation or destruction thereof, MBIA
shall countersign, register and issue new certificates for the same number of
Shares and shall deliver them pursuant to instructions received from the
transferor, the rules and regulations of the SEC, and the laws of the State of
Delaware relating to the transfer of shares of beneficial interest.
(4) Upon receipt of the share certificates, which shall be in proper
form for transfer, together with the shareholder's instructions to hold such
share certificates for safekeeping, MBIA shall reduce such Shares to
uncertificated status, while retaining the appropriate registration in the name
of the shareholder upon the transfer books.
(5) Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of shares in its
account, MBIA will issue such share certificates and deliver them to the
shareholder.
d. Redemption of Shares. Upon receipt of a redemption order from the
Distributor or a shareholder, MBIA shall redeem the number of Shares indicated
thereon from the redeeming shareholder's account and receive from the Trust's
Custodian and disburse pursuant to the instructions of a redeeming shareholder
or his or her agent the redemption proceeds therefor, or arrange for direct
payment of redemption proceeds by the Custodian to the redeeming shareholder or
as instructed by the shareholder or his or her agent, in accordance with such
procedure, and controls as are mutually agreed upon from time to time by and
among the Trust, MBIA and the Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust agrees to
notify MBIA promptly of any change in the number of authorized Shares and of any
change in the number of Shares registered under the 1933 Act, as amended or
termination of the Trust's declaration under Rule 24f-2 of the 1940 Act. The
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Trust has advised MBIA, as of the date hereof, of the number of Shares (i) held
in any redemption or repurchase account, and (ii) registered under the 1933 Act,
as amended, which are unsold. In the event that the Trust shall declare a stock
dividend, a stock split or a reverse stock split, the Trust shall deliver to
MBIA a certificate, upon which MBIA shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, (ii) that all appropriate
corporate action has been taken, and (iii) that any amendment to the Declaration
of Trust of the Trust
which may be required has been filed and is effective. Such certificate shall be
accompanied by an opinion of counsel to the Trust relating to the legal adequacy
and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish MBIA with
appropriate evidence of action by the Trust's Trustees authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After deducting any amount required to be withheld by any applicable
tax laws, rules and regulations or other applicable laws, rules and regulations,
MBIA shall in accordance with the instructions in proper form from a shareholder
and the provisions of the Trust's Declaration of Trust and Prospectus, issue and
credit the account of the shareholder with Shares, or, if the shareholder so
elects, pay such dividends or distributions in cash to the shareholder in the
manner described in the Prospectus. In lieu of receiving from the Trust's
Custodian and paying to shareholders cash dividends or distributions, MBIA may
arrange for the direct payment of cash dividends and distributions to
shareholders by the Custodian, in accordance with such procedures and controls
as are mutually agreed upon from time to time by and among the Trust, MBIA and
the Trust's Custodian.
MBIA shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders such
returns and information relating to dividends and distributions paid by the
Trust as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of the
Trust, MBIA shall mail certain requests for shareholders' certifications under
penalties of perjury and pay on a timely basis, to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions paid by the
Trust, all as required by applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Trust's Trustees
that are not inconsistent with this Agreement and are provided to MBIA from time
to time, and such procedures and controls as are mutually agreed upon from time
to time by and among the Trust, MBIA and the Trust's Custodian, MBIA shall
arrange for issuance of Shares obtained through transfers of funds from
shareholders' accounts at financial institutions.
8. COMMUNICATIONS WITH SHAREHOLDERS.
a. Communications to Shareholders. MBIA will address and mail all
communications by the Trust to its shareholders, including reports to
shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy material for its
meetings of shareholders. MBIA will receive and tabulate the proxy cards for
shareholder meetings. The Trust has the responsibility for the timely
transmission of shareholder materials to MBIA.
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b. Correspondence. MBIA will answer such correspondence from
shareholders, securities brokers and others relating to its duties hereunder and
such other correspondence as may from time to time be mutually agreed upon
between MBIA and the Trust.
9. SERVICES TO BE PERFORMED. MBIA shall be responsible for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Trust's custodian bank
in connection with shareholder redemption by check) of the Trust's Shares as set
forth in Schedule C. The details of the operating standards and procedures to be
followed shall be determined from time to time by agreement between MBIA and the
Trust and may be expressed in written schedules which shall constitute
attachments to this Agreement.
10. RECORDKEEPING AND OTHER INFORMATION.
a. MBIA shall maintain records of the accounts for each Shareholder
showing the items listed in Schedule D.
b. MBIA shall create and maintain all necessary records in accordance
with all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder, as
the same may be amended from time to time, and those records pertaining to the
various functions performed by it hereunder. All records shall be the property
of the Trust at all times and shall be available for inspection and use by the
Trust. Where applicable, such records shall be maintained by MBIA for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
11. AUDIT, INSPECTION AND VISITATION. MBIA shall make available during
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Trust or
any person retained by the Trust. Upon reasonable notice by the Trust, MBIA
shall make available during regular business hours its facilities and premises
employed in connection with its performance of this Agreement for reasonable
visitation by the Trust or any person retained by the Trust.
12. EQUIPMENT FAILURE. In the event of equipment failures beyond
MBIA's control, MBIA shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. MBIA shall make reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
13. RIGHT TO RECEIVE ADVICE.
a. Advice of Trust. If MBIA shall be in doubt as to any action to be
taken or omitted by it, it may request, and shall receive, from the Trust
directions or advice, including Oral or Written Instructions where appropriate.
b. Advice of Counsel. If MBIA shall be in doubt as to any question of
law involved in any action to be taken or omitted by MBIA, it may request advice
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at its own cost from counsel of its own choosing (who may be the regularly
retained counsel for the Trust or MBIA or the in-house counsel for MBIA, at the
option of MBIA).
c. Conflicting Advice. In case of conflict between directions, advice
or Oral or Written Instructions received by MBIA pursuant to subsection a of
this Section and advice received by MBIA pursuant to subsection b of this
Section, MBIA shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.
d. Protection of MBIA. MBIA shall be protected in any action or
inaction which it takes in reliance on any directions, advice or Oral or Written
Instructions received pursuant to subsections a or b of this Section which MBIA,
after receipt of any such directions, advice or Oral or Written Instructions, in
good faith believes to be consistent with such directions, advice or Oral or
Written Instructions, as the case may be. However, nothing in this Section shall
be construed as imposing upon MBIA any obligation to seek such direction, advice
or Oral or Written Instructions. Nothing in this subsection shall excuse MBIA
when an action or omission on the part of MBIA constitutes willful misfeasance,
bad faith, negligence or reckless disregard by MBIA of its duties under this
Agreement.
14. COMPENSATION. Compensation for services and duties performed
pursuant to this Agreement is provided in Schedule E hereto. Certain other fees
due and expenses incurred pursuant to this Agreement are payable by the Trust or
the shareholder on whose behalf the service is performed and are also listed in
Schedule E.
The Trust shall reimburse MBIA for all reasonable out-of-pocket
expenses, as set forth in Schedule E hereto, incurred by MBIA or its agents in
the performance of its obligations hereunder. Such reimbursement for expenses
incurred in any calendar month shall be made on or before the tenth day of the
next succeeding month.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by MBIA in the performance of its obligations hereunder: the cost of
stationery and forms (including but not limited to checks, proxy cards, and
envelopes), the cost of postage, the cost of insertion of nonstandard size
materials in mailing envelopes and other special mailing preparation by outside
firms, the cost of first-class mailing insurance, the cost of external
electronic communications, as approved by the Trustees (to include telephone and
telegraph equipment and an allocable portion of the cost of personnel
responsible for the maintenance of such equipment), toll charges, data
communications equipment and line charges and the cost of microfilming of
shareholder records (including both the cost of storage as well as charges for
access to such records). If MBIA shall undertake the responsibility for
microfilming shareholder records, it may be separately compensated therefor in
an amount agreed upon by the principal financial officer of the Trust and MBIA,
such amount not to exceed the amount which would be paid to an outside firm for
providing such microfilming services.
15. USE OF MBIA'S NAME. The Trust shall not use the name of MBIA in
any Prospectus, SAI, sales literature or other material relating to the Trust in
a manner not approved by MBIA prior thereto, provided, however, that MBIA shall
approve all uses of its name which merely refer in accurate terms to its
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appointments hereunder or which are required by the SEC or a state securities
commission and, provided further, that in no event shall such approval be
unreasonably withheld.
16. USE OF TRUST'S NAME. MBIA shall not use the name of the Trust or
the Portfolios of the Trust or material relating to the Trust or the Portfolios
on any checks, bank drafts, bank statements or forms for other than internal use
in a manner not approved prior thereto, provided, however, that the Trust shall
approve all uses of its name which merely refer in accurate terms to the
appointment of MBIA hereunder or which are required by the FDIC, the SEC or a
state securities commission, and, provided, further, that in no event shall such
approval be unreasonably withheld.
17. SECURITY. MBIA represents and warrants that the various procedures
and systems which MBIA has implemented with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause (including provision for
twenty-four hours a day restricted access) the Trust's blank checks, records and
other data and MBIA's records, data, equipment, facilities and other property
used in the performance of its obligations hereunder are adequate and that it
will make such changes therein from time to time as in its judgment are required
for the secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
18. INSURANCE. Upon request MBIA shall provide the Trust with details
regarding its insurance coverage, and MBIA shall notify the Trust should any of
its insurance coverage be materially changed. Such notification shall include
the date of change and the reason or reasons therefor. MBIA shall notify the
Trust of any material claims against it, whether or not they may be covered by
insurance and shall notify the Trust from time to time as may be appropriate of
the total outstanding claims made by MBIA under its insurance coverage.
19. ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any
rights or obligations hereunder may be assigned by MBIA without the written
consent of the Trust. MBIA may, however, at any time or times in its discretion
appoint (and may at any time remove) any other bank or trust company, which is
itself qualified under the Securities Exchange Act of 1934 to act as a transfer
agent, as its agent to carry out such of the services to be performed under this
agreement as MBIA may from time to time direct; provided, however, that the
appointment of any agent shall not relieve MBIA of any of its responsibilities
or liabilities hereunder.
20. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless MBIA, its
directors, officers, employees, agents and representatives from all taxes,
charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the Securities Exchange Act
of 1934, the 1940 Act and any applicable state and foreign laws, and amendments
thereto (the "Securities Laws"), and expenses, including without limitation
reasonable attorneys' fees and disbursements arising directly or indirectly from
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any act or omission which MBIA takes (i) at the request of or on the direction
of or in reliance on the advice of the Trust or (ii) upon Oral or Written
Instructions. Neither MBIA nor any of its nominees shall be indemnified against
any liability (or any expenses incident to such liability) arising out of MBIA's
or its directors', officers', employees', agents' and representatives' own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
b. MBIA agrees to indemnify and hold harmless the Trust from all
taxes, charges, expenses, assessments, claims, liabilities (including, without
limitation, liabilities arising under the Securities Laws, and any state and
foreign securities and blue sky laws, and amendments thereto) and expenses
(including without limitation reasonable attorneys' fees and disbursements)
arising directly or indirectly out of MBIA's or its directors', officers',
employees', agents' and representatives' willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
c. In order that the indemnification provisions contained in this
Section 20 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
21. RESPONSIBILITY OF MBIA. MBIA shall be under no duty to take any
action on behalf of the Trust except as specifically set forth herein or as may
be specifically agreed to by MBIA in writing. MBIA shall be obligated to
exercise due care and diligence in the performance of its duties hereunder, to
act in good faith and to use its best efforts in performing services provided
for under this Agreement. MBIA shall be liable for any damages arising out of or
in connection with MBIA's performance of or omission or failure to perform its
duties under this Agreement to the extent such damages arise out of MBIA's
negligence, reckless disregard of its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, MBIA, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and shall
not be liable for (i) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, and which MBIA reasonably
believes to be genuine; or (ii) delays or errors or loss of data occurring by
reason of circumstances beyond MBIA's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrections, war, riots or failure of the
mails, transportation, communication or power supply, under which circumstances
MBIA shall take maximum actions to minimize loss of data therefor.
22. AMENDMENTS. Neither this Agreement nor any provisions hereof may
be changed, waived, discharged or terminated orally, but only by written
instrument which shall make specific reference to this Agreement and which shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
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MBIA and the Trust shall regularly consult with each other regarding
MBIA's performance of its obligations and its compensation hereunder. In
connection therewith, the Trust shall submit to MBIA at a reasonable time in
advance of filing with the SEC copies of any amended or supplemented
registration statements (including exhibits) under the 1933 Act and the 1940
Act, and a reasonable time in advance of their proposed use, copies of any
amended or supplemented forms relating to any plan, program or service offered
by the Trust. Any change in such material which would require any change in
MBIA's obligations hereunder shall be subject to MBIA's approval, which shall
not be unreasonably withheld. In the event that such change materially increases
the cost to MBIA of performing its obligations hereunder, MBIA shall be entitled
to receive reasonable compensation therefor.
23. DURATION, TERMINATION, ETC.
This Agreement shall become effective as of the date first written
above, and shall continue in effect for one year. Thereafter, the Agreement will
continue from year to year unless terminated pursuant to this paragraph 23. This
Agreement may be terminated at any time by six months' written notice given by
MBIA to the Trust or six months' written notice given by the Trust to MBIA; and
provided further that this Agreement may be terminated immediately at any time
for cause either by the Trust or by MBIA in the event that such cause remains
unremedied for a period of time not to exceed ninety days after receipt of
written specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 20 hereof.
Upon the termination hereof, the Trust shall reimburse MBIA any fees
incurred as a result of the termination for any out-of-pocket expenses
reasonably incurred by MBIA including or during the period prior to the date of
such termination. In the event that the Trust designates a successor to any of
MBIA's obligations hereunder, MBIA shall, at the expense and direction of the
Trust, transfer to such successor a certified list of the shareholders of the
Trust (with name, address, and, if provided, tax identification or Social
Security number), a complete record of the account of each shareholder, and all
other relevant books, records and other data established or maintained by MBIA
hereunder. MBIA shall be liable for any losses sustained by the Trust as a
result of MBIA's failure to accurately and promptly provide these materials.
24. REGISTRATION AS A TRANSFER AGENT. MBIA represents that it is
currently registered with the appropriate Federal agency for the registration of
transfer agents, and that it will remain so registered for the duration of this
Agreement. MBIA agrees that it will promptly notify the Trust in the event of
any material change in its status as a registered transfer agent. Should MBIA
fail to be registered as a transfer agent at any time during this Agreement, the
Trust may, on written notice to MBIA, immediately terminate this Agreement.
25. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
26. FURTHER ACTIONS. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof
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27. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
28. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
29. SHAREHOLDER LIABILITY. MBIA acknowledges that it has received
notice of and accepts the limitations of liability set forth in the Trust's
Declaration of Trust. MBIA agrees that the Trust's obligations hereunder shall
be limited to the Trust, and that MBIA shall have recourse solely against the
assets of the Portfolio with respect to which the Trust's obligations hereunder
relate and shall have no recourse against the assets of any other Portfolio or
against any shareholder, Trustee, officer, employee, or agent of the Trust.
30. MISCELLANEOUS. Both parties agree to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the day and year first above written.
1838 INVESTMENT ADVISORS FUNDS
By: ________________________________
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, President
MBIA MUNICIPAL INVESTORS
SERVICE CORPORATION
By: ________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
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TRANSFER AGENCY AGREEMENT
SCHEDULE A
1838 INVESTMENT ADVISORS FUNDS
PORTFOLIO LISTING
1838 International Equity Fund
1838 Fixed Income Fund
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TRANSFER AGENCY AGREEMENT
SCHEDULE B
1838 INVESTMENT ADVISORS FUNDS
TRUST AGREEMENTS SCHEDULE
1. The Investment Advisory Agreements between 1838 Investment Advisors
Funds (the "Trust"), and 1838 Investment Advisors, LP (the "Adviser") on behalf
of 1838 International Equity Fund and 1838 Fixed Income Fund (each a "Fund"),
dated as of July 20, 2004.
2. The Administration Agreement between the Trust and MBIA Municipal
Investors Service Corporation, dated as of November 1, 2004.
3. The Accounting Services Agreement between the Trust and MBIA
Municipal Investors Service Corporation, dated as of May 13, 2004.
4. The Custodian Agreement between the Trust and Wachovia National
Bank, dated as of March 2, 1998.
5. The Underwriting Agreement between the Trust and MBIA Capital
Management Corp., dated as of August 2, 1999.
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TRANSFER AGENCY AGREEMENT
SCHEDULE C
1838 INVESTMENT ADVISORS FUNDS
SERVICES TO BE PERFORMED
MBIA will perform the following functions as transfer agent on an ongoing basis
with respect to each Portfolio:
a. furnish state-by-state registration reports to the Trust's blue sky
service provider;
b. provide toll-free lines for direct shareholder use relating to
account specific information, plus customer liaison staff with
on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients' activity,
whether executed through the Service Organization or directly
with MBIA;
d. provide detail for underwriter or Service Organization
confirmations and other Service Organization shareholder
accounting, in accordance with such procedures as may be agreed
upon between the Trust and MBIA;
e. provide shareholder lists and statistical information concerning
shareholder accounts to the Trust;
f. provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time between MBIA
and the Portfolio or the Custodian, to the Trust or the Custodian;
and
g. with respect to dividends and distributions, prepare and file
required reports with the Internal Revenue Service ("IRS"),
prepare and mail reports to shareholders as required by the IRS
and described in the Prospectus and Statement of Additional
Information.
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TRANSFER AGENCY AGREEMENT
SCHEDULE D
1838 INVESTMENT ADVISORS FUNDS
SHAREHOLDER RECORDS
MBIA shall maintain records of the accounts for each shareholder showing the
following information:
a. name, address and United States Tax Identification or Social
Security number;
b. number of Shares held and number of Shares for which certificates,
if any, have been issued, including certificate numbers and
denominations;
c. historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price
for all transactions on a shareholder's account;
d. any stop or restraining order placed against a shareholder's
account;
e. any correspondence relating to the current maintenance of a
shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for MBIA to perform any
calculations contemplated or required by this Agreement.
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TRANSFER AGENCY AGREEMENT
SCHEDULE E
1838 INVESTMENT ADVISORS FUNDS
FEE SCHEDULE
For the services MBIA provides under the Transfer Agency Agreement attached
hereto, 1838 Investment Advisors Funds (the "Trust") agrees to pay MBIA a fee
for transfer agency services as follows, subject to a minimum of $20,000 with
respect to each Portfolio listed below beginning at each Portfolio's
commencement of operations, per annum, plus out-of-pocket expenses, all payable
monthly:
Type of Trust/Account Fee Per Annum/Account
Annual Dividend $10.00
Semi-Annual Dividend $10.00
Quarterly Dividend $10.00
Monthly Dividend $15.00
Daily Dividend $18.00
Portfolios:
1838 International Equity Fund
1838 Fixed Income Fund
Out-of-Pocket Expenses:
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Out-of-pocket expenses shall be reimbursed by the Trust to MBIA or paid directly
by the Trust. Such expenses include but are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort first-class at current prevailing rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fees for receipt or disbursement
g. Mailing fees
h. Cost of proxy solicitation, mailing and tabulation (if required)
i. Certificates issuance
j. Record retention storage
k. Development/programming costs/special projects - time and material
l. ACH transaction charges
m. "B" notice mailings
h. Locating lost shareholders in anticipation of escheating
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i. Trust's NSCC membership fees and transaction costs, including
broker related maintenance charges
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