TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 20th day of November
2000, by and between Ayco Series Trust, a business trust organized under the
laws of the State of Delaware (hereinafter referred to as the "Trust") and
Firstar Mutual Fund Services, LLC, a limited liability company organized under
the laws of the State of Wisconsin (hereinafter referred to as "FMFS").
WHEREAS, the Trust is an open-end management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with its
own separate investment portfolio;
WHEREAS, FMFS is a limited liability company and, among other things, is in
the business of administering transfer agency and dividend disbursing agent
functions for the benefit of its customers; and
WHEREAS, the Trust desires to retain FMFS to provide certain transfer and
dividend disbursing agent services to each series of the Trust listed on Exhibit
A attached hereto (each hereinafter referred to as a "Fund"), as it may be
amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and FMFS agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Trust hereby appoints FMFS as Transfer Agent of the Trust on the terms
and conditions set forth in this Agreement, and FMFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein
2. DUTIES AND RESPONSIBILITIES OF FMFS
FMFS shall perform all of the customary services of a transfer agent and
dividend disbursing agent, including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where appropriate, of
payment and supporting documentation to the Trust's custodian, 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 Trust's custodian;
D. Pay monies upon receipt from the Trust's custodian, where relevant, in
accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareholder's
instructions;
F. Prepare and transmit payments for dividends and distributions declared
by the Trust with respect to the Fund, after deducting any amount
required to be withheld by any applicable laws, rules and regulations
and in accordance with shareholder instructions;
G. Make changes to shareholder records;
H. Record the issuance of shares of the Fund and maintain, pursuant to
Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), a record of the total number of
shares of the Fund which are authorized, issued and outstanding;
I. Prepare shareholder meeting lists and, if applicable, mail, receive
and tabulate proxies or voting instructions;
J. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
K. 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;
L. Mail 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
regulations;
M. Provide a Blue Sky System which will enable the Trust to monitor the
total number of shares of the Fund sold in each state, other than
shares of the Funds offered and sold to separate accounts of insurance
companies funding variable insurance contracts. In addition, the
Trust or its agent, including FMFS, shall identify to FMFS in writing
all other transactions and assets to be treated as exempt from the
Blue Sky reporting for each state. The responsibility of FMFS for the
Trust's Blue Sky state registration status is solely limited to the
initial compliance by the Trust and the reporting of such transactions
to the Trust or its agent;
N. Answer correspondence from shareholders, securities brokers and others
relating to FMFS's duties hereunder and such other correspondence as
may from time to time be mutually agreed upon between FMFS and the
Trust.
Reimburse the Fund each month for all material losses resulting from "as
of" processing errors for which FMFS is responsible in accordance with the "as
of" processing guidelines set forth in the attached exhibit B.
3. COMPENSATION
The Trust agrees to pay FMFS for the performance of the duties listed in
this agreement as set forth on Exhibit A attached hereto; the fees and
documented out-of-pocket expenses include, but are not limited to the following:
printing, postage, forms, stationery, record retention (if requested by the
Trust), mailing, insertion, programming (if requested by the Trust), labels,
shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Trust and FMFS.
The Trust agrees to pay all fees and reimbursable expenses within twenty
(20) business days following the receipt of the billing notice and appropriate
documentation for reimbursable expenses.
Notwithstanding anything to the contrary, amounts owed by the Trust to FMFS
shall only be paid out of assets and property of the particular Fund involved.
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants to the Trust that:
A. It is a limited liability company duly organized, existing and in good
standing under the laws of Wisconsin;
B. It is a transfer agent duly registered under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
E. All requisite company proceedings have been taken to authorize it to
enter and perform this Agreement;
F. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement; and
G. It will comply with all applicable requirements of the Securities Act
of 1933, as amended ("Securities Act"), the Exchange Act, the 1940
Act, and any laws, rules, and regulations of governmental authorities
having jurisdiction.
5. REPRESENTATIONS OF THE TRUST
The Trust represents and warrants to FMFS that:
A. The Trust is an open-end management investment company under the 1940
Act;
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 Bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Declaration of Trust have
been taken to authorize it to enter into and perform this Agreement;
E. The Trust will comply with all applicable requirements of the
Securities Act, the Exchange Act, the 1940 Act, and any laws, rules
and regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act will be made
effective and will remain effective, with respect to all shares of the
Trust being offered for sale.
6. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FMFS shall exercise reasonable care in the performance of its duties
under this Agreement. FMFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with matters
to which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond FMFS's
control, except a loss arising out of or relating to FMFS's refusal or failure
to comply with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provision of this Agreement, if FMFS has
exercised reasonable care in the performance of its duties under this Agreement,
the Trust shall indemnify and hold harmless FMFS from and against any and all
claims, demands, losses, expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature (including reasonable attorneys'
fees) which FMFS may sustain or incur or which may be asserted against FMFS by
any person arising out of any action taken or omitted to be taken by it in
performing the services hereunder, except for any and all claims, demands,
losses expenses, and liabilities arising out of or relating to FMFS's refusal or
failure to comply with the terms of this Agreement or from bad faith, negligence
or from willful misconduct on its part in performance of its duties under this
Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance
upon any written or oral instruction provided to FMFS by any duly authorized
officer of the Trust, such duly authorized officer to be included in a list of
authorized officers furnished to FMFS and as amended from time to time in
writing by resolution of the Board of Trustees of the Trust.
FMFS shall indemnify and hold the Trust, and its Trustees and officers,
harmless from and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any and every
nature (including reasonable attorneys' fees) which the Trust, and its Trustees
and officers, may sustain or incur or which may be asserted against the Trust,
and its Trustees and officers, by any person arising out of any action taken or
omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply
with the terms of this Agreement, its bad faith, negligence, or willful
misconduct.
In the event of a mechanical breakdown or failure of communication or power
supplies beyond its control, FMFS shall take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
FMFS's control. FMFS will make every reasonable effort to restore any lost or
damaged data and correct any errors resulting from such a breakdown at the
expense of FMFS. FMFS 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. Representatives of the Trust shall be entitled to
inspect FMFS's premises and operating capabilities at any time during regular
business hours of FMFS, upon reasonable notice to FMFS.
Regardless of the above, FMFS shall immediately notify the Manager of
administrative errors and shall immediately reprocess and correct such errors at
its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation which presents or
appears likely to present the probability of a claim for indemnification. The
indemnitor shall have the option to defend the indemnitee against any claim
which may be the subject of this indemnification. In the event that the
indemnitor so elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other expenses for which it
shall seek indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the indemnitor
will be asked to indemnify the indemnitee except with the indemnitor's prior
written consent.
FMFS is hereby expressly put on notice of the limitation of shareholder
liability as set forth in the Trust's Declaration of Trust and agrees that
obligations assumed by the Trust pursuant to this Agreement shall be limited in
all cases to the Trust and its assets, and if the liability relates to one or
more series, the obligations hereunder shall be limited to the respective assets
of such series. FMFS further agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of a series
of the Trust, nor from the Trustees or any individual Trustee of the Trust.
7. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and prior, present, or potential
shareholders (and clients of said shareholders) and not to use such records and
information for any purpose other than the performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and may not be
withheld where FMFS may be exposed to civil or criminal contempt proceedings for
failure to comply after being requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
8. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of two years. Subsequent to the initial two year
term, the Agreement may continue from year to year thereafter, if approved by
the Trust. This Agreement may be terminated by either party upon giving 120
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. In addition, this Agreement may be
terminated by either party ("Terminating Party") if the Terminating Party shall
determine, in its sole judgment, exercised in good faith, that the other party
("Terminated Party") is in material breach of its duties under this Agreement,
suffered a material adverse change in its business, operations, financial
condition, or prospects since the date of this Agreement or is the subject of
material adverse publicity; but no termination shall be effective under this
Section 8 until the Terminated Party has been afforded not more than ten (10)
business days to respond to a statement by the Terminating Party concerning the
reason for notice of termination hereunder. This Agreement also may be amended
by mutual written consent of the parties
9. RECORDS
FMFS shall keep records relating to the services to be performed hereunder,
in the form and manner, and for such period as it may deem advisable and is
agreeable to the Trust but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act,
and the rules thereunder. FMFS agrees that all such records prepared or
maintained by FMFS relating to the services to be performed by FMFS hereunder
are the property of the Trust and will be preserved, maintained, and made
available with such section and rules of the Investment Company Act and will be
promptly surrendered to the Trust on and in accordance with its request.
10. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation promulgated by the Securities and Exchange Commission
thereunder. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is relaxed by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or of
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
11. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
FMFS's duties or responsibilities hereunder is designated by the Trust by
written notice to FMFS, FMFS will promptly, upon such termination and at the
reasonable and documented expense of the Trust, transfer to such successor all
relevant books, records, correspondence, and other data established or
maintained by FMFS under this Agreement in a form reasonably acceptable to the
Trust (if such form differs from the form in which FMFS has maintained those
books, records, correspondence and other data, the Trust shall pay any
reasonable and documented expenses associated with transferring the data to such
form), and will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from FMFS's personnel in the establishment of
books, records, correspondence and other data by such successor.
12. NOTICES
Notices of any kind to be given by either party to the other party shall be
in writing and shall be duly given if mailed or delivered as follows: Notice to
FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
and notice to the Trust shall be sent to:
Ayco Series Trust
c/o Ayco Asset Management
One Wall Street
Albany, New York 12205-3894
c/o John Mastriani
copies to General Counsel
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
AYCO SERIES TRUST FIRSTAR MUTUAL FUND SERVICES, LLC
By:/s/John J. Collins
-------------------------------- By: -----------------------------------
John J. Collins, III
Chief Financial Officer and Controller
Attest: ---------------------------- Attest: -------------------------------
TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
EXHIBIT A
Separate Series of Ayco Series Trust
<TABLE>
NAME OF SERIES DATE ADDED
-------------- -----------
<S> <C>
Ayco Large Cap Growth Fund I
Annual Fee
$16.00 per shareholder account - no-load fund
$18.00 per shareholder account - load fund
Minimum annual fee for an omnibus account of $15,000 per year
and $16.00 per any non-omnibus accounts.
Extraordinary services quoted separately.
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone - toll free lines Retention of records
Postage Microfilm/fiche of records
Programming Special reports
Stationery/envelopes ACH fees
Insurance NSCC charges
Proxies All other out-of-pocket expenses
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per ACH item
$5.00 per correction, reversal, return item
File Transfer - $160/month and $.01/record
Qualified Plan Fees (Billed to Investors) *
Annual maintenance fee per account $ 12.50 / acct. (Cap at $25.00 per SSN)
Education IRA $ 5.00 / acct. (Cap at $25.00 / per SSN)
Transfer to successor trustee $ 15.00 / trans.
Distribution to participant $ 15.00 / trans. (Exclusive of SWP)
Refund of excess contribution $ 15.00 / trans.
Select requests $ 200.00 / trans
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $12.00 / wire
Return check fee $20.00 / item
Stop payment $20.00 / stop
(Liquidation, dividend, draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous] to the request)(Cap at $25.00)
Fees and out-of-pocket expenses are billed to the fund monthly.
NSCC
Out-of-Pocket Charges
NSCC Interfaces
Set Up
Fund/SERV, Networking, ACATS, Exchanges $5,000 set-up (one time)
DCCS, TORA
Commission Settlement $5,000 set-up (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
FundServ Transactions $ .35 / trade
Networking - per item $ .025 / monthly dividend fund
Networking - per item $ .015 / non-mo. Dividend fund
First Data $ .10 / next-day FundServ trade
First Data $ .15 / same-day FundServ trade
NSCC Implementation
8 to 10 weeks lead time
Mutual Fund Services
Out-of-Pocket Expense Items
Forms Costs
Statement Paper $ .038 / item
#9, #10 Envelopes $ .043 / item
Check/Statement Paper $ .25 / item
Certificate $ 1.00 / item
Wire Order Confirm (non-NSCC) $ .22 / item
Firstar Fulfillment Envelope $ .25 / item
Presort Postage (one ounce) $ .34 / item
Shareholder System Select Request $ 200.00 / request
Systems Development/Programming $ 150.00 / hour
Fund Group Addition $2,000.00 / fund group*
Fund Additions $1,000.00 / fund or class*
Fund Group Restore $1,000.00 / occurrence
Lost Shareholder Search (Keane Tracers) $ 3.00 / search
DAZL ($5,000 setup) $1,000.00 / month
Price record transmission $ .015 / price record
Other record $ .025 / record
NSCC Setup (Fund/SERV, Networking Exchanges, ACATS, MF Profile, $5,000.00 / fund group
DCCS, TORA)
NSCC Commission Settlement $5,000.00 / fund group
</TABLE>
Note - All rates subject to change
EXHIBIT B
FIRSTAR MUTUAL FUND SERVICES, LLC AS OF PROCESSING POLICY
Firstar Mutual Fund Services, LLC (FMFS) will reimburse the Fund(s) for any
net material loss that may exist on the Fund(s) books and for which FMFS is
responsible, at the end of each calendar month. "Net Material Loss" shall be
defined as any remaining loss, after netting losses against any gains, which
impacts a Fund's net asset value per share by more than 1/2 cent. Gains and
losses will be reflected on the Fund's daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. FMFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. FMFS will notify the Manager to the Fund(s) on the daily
share sheet of any losses for which the Manager may be held accountable.
In addition, FMFS shall on a daily basis monitor whether any purchase and
redemption order was effected at a price not based on the correct net asset
value per share of the Fund(s) next computed after that order was received in
good order. In the event that FMFS causes any purchase or redemption order to
be effected at a price not based on the correct net asset value per share of the
relevant Fund, FMFS shall determine whether the price per share at which that
order was effected differed from the net asset value per share of that Fund by
one cent (1 cents) or more.
1. If the price per share at which that order was effected differs from the
net asset value per share of that Fund by less than by one cent (1 cents),
then FMFS's obligations shall be limited to those set forth in the
preceding paragraph.
2. If the price per share at which that order was effected differs from the
net asset value per share of that Fund by one cent (1 cents) or more, then
FMFS shall then be required to determine whether the price per share at
which that order was effected differed from the net asset value per share
of that Fund by one-half of one percent (1/2 of 1%) or more.
3. If the price per share at which that order was effected differed from the
net asset value per share of that Fund by less than one-half of one percent
(1/2 of 1%), then FMFS shall:
A. Reimburse that Fund for any loss incurred; or
B. Reprocess that order at the net asset value per share of the Fund next
computed after that order was received in good order.
4. If the price per share at which that order was effected differed from the
net asset value per share of that Fund by one-half of one percent (1/2 of
1%) or more, then FMFS shall:
A. Reimburse that Fund for any loss incurred; and
B. Reprocess that order at the net asset value per share of the Fund next
computed after that order was received in good order, provided,
however, that if the value of the purchase or redemption order as
effected differed from the correct value of the purchase or redemption
order by less than ten dollars ($10), then FMFS shall not be required
to reprocess that order.
