FORM OF TRANSFER AGENCY AGREEMENT
BETWEEN
THE NORTH COUNTRY FUNDS
AND
AMERICAN DATA SERVICES, INC.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
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INDEX
1. APPOINTMENT; DELIVERY OF DOCUMENTS.....................................3
2. DUTIES OF ADS..........................................................4
3. RECORDKEEPING..........................................................7
4. ISSUANCE AND TRANSFER OF SHARES........................................8
5. SHARE CERTIFICATES.....................................................9
6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS.................10
7. FEES AND EXPENSES.....................................................10
8. REPRESENTATIONS AND WARRANTIES........................................11
9. INDEMNIFICATION.......................................................12
10. PROPRIETARY INFORMATION................................................14
11. EFFECTIVENESS, DURATION, AND TERMINATION...............................14
12. ADDITIONAL FUNDS AND CLASSES...........................................15
13. ASSIGNMENT.............................................................16
14. TAXES..................................................................16
15. MISCELLANEOUS..........................................................16
SCHEDULE A..................................................................1
(A) ACCOUNT MAINTENANCE CHARGE:.............................................1
(B) TRANSACTION FEES:.......................................................1
(C) 24 HOUR AUTOMATED VOICE RESPONSE:.......................................2
(D) FUND/SERV...............................................................2
(E) INTERNET ACCESS:........................................................2
FEE INCREASES...............................................................2
(F) IRA PLAN FEES:..........................................................2
(G) EXPENSES:...............................................................3
(H) SPECIAL REPORTS:........................................................3
(I) SERVICE DEPOSIT:.......................................................3
(J) CONVERSION CHARGE: (EXISTING FUNDS ONLY)................................4
SCHEDULE B..................................................................1
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THE NORTH COUNTRY FUNDS
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FORM OF TRANSFER AGENCY AGREEMENT
AGREEMENT made this __ day of _____________, 2000, by and between The
North Country Funds, a Massachusetts business trust, having its principal office
and place of business at 250 Glen Street, Glens Falls, NY 12801 (the "Trust"),
and American Data Services, Inc., a New York corporation having its principal
office and place of business at the Hauppauge Corporate Center, 150 Motor
Parkway, Suite 109, Hauppauge, New York 11788 ("ADS").
WHEREAS, the Trust is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares ("Shares") in
separate series, with each such series representing interests in a separate
portfolio of securities and other assets, and is authorized to divide those
series into separate classes; and
WHEREAS, the Trust offers shares in the series as listed in Appendix
A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 13, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of the classes of each Fund as listed in
Appendix A hereto (each such class together with all other classes subsequently
established by the Trust in a Fund being herein referred to as a "Class," and
collectively as the "Classes"); and
WHEREAS, the Trust desires to appoint ADS as its transfer agent and
dividend disbursing agent for each Fund and Class thereof and ADS desires to
accept such appointment on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and ADS hereby agree as follows:
1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) APPOINTMENT. The Trust, on behalf of the Funds, hereby appoints ADS to
act as, and ADS agrees to act as, (i) transfer agent for the authorized
and issued shares of common stock of the Trust representing interests
in each of the respective Funds and Classes thereof ("Shares"), (ii)
dividend disbursing agent and (iii) agent in connection with any
accumulation, open-account or similar plans provided to the registered
owners of shares of any of the Funds ("Shareholders") and set out in
the currently effective prospectuses and statements of additional
information of the applicable Fund, including, without limitation, any
periodic investment plan or periodic withdrawal program.
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(B) DOCUMENT DELIVERY. The Trust has delivered to ADS copies of:
(i) the Trust's Declaration of Trust, Trust Instrument and By-laws
(collectively, as amended from time to time, "Organic
Documents"),
(ii) the Trust's Registration Statement and all amendments thereto
filed with the U.S. Securities and Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Investment Company Act of 1940, as
amended (the "1940 Act")(the "Registration Statement"),
(iii) the current Prospectus and Statement of Additional Information of
each Fund (collectively, as currently in effect and as amended or
supplemented, the "Prospectus"),
(iv) each current plan of distribution or similar document adopted by
the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each
current shareholder service plan or similar document adopted by
the Trust ("Service Plan"), and
(v) The Trust shall promptly furnish ADS with all amendments of or
supplements to the foregoing and shall deliver to ADS a certified
copy of the resolution of the Board of Directors of the Trust
(the "Board") appointing ADS and authorizing the execution and
delivery of this Agreement.
2. DUTIES OF ADS
(a) TRANSFER AGENCY SERVICES. In accordance with procedures established
from time to time by agreement between the Trust on behalf of each of
the Funds, as applicable, and ADS, ADS will perform the following
services:
(i) provide the services of a transfer agent, dividend disbursing
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) that are
customary for open-end management investment companies including:
(A) maintaining all Shareholder accounts;
(B) preparing Shareholder meeting lists;
(C) mailing Shareholder reports and prospectuses to current
Shareholders;
(D) withholding taxes on U.S. resident and non-resident alien
accounts;
(E) preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required by federal authorities with
respect to distributions for Shareholders;
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(F) preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts; and,
(G) providing account information in response to inquiries from
Shareholders.
(ii) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefore
to the Custodian of the Fund authorized by the Board of Directors
of the Fund (the "Custodian"); or, in the case of a Fund's
operating in a master-feeder or fund of funds structure, to the
transfer agent or interest-holder recordkeeper for the master
portfolios in which the Fund invests;
(iii) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iv) receive for acceptance redemption requests and deliver the
appropriate documentation therefor to the Custodian or, in the
case of Fund's operating in a master-feeder or fund of funds
structure, to the transfer agent or interest-holder recordkeeper
for the master portfolios in which the Fund invests;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as
required by the Prospectus pursuant to which the redeemed Shares
were offered and as instructed by the redeeming Shareholders;
(vi) effect transfers of Shares upon receipt of appropriate
instructions from Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by
the Trust with respect to Shares;
(viii) issue share certificates and replacement share certificates for
those share certificates alleged to have been lost, stolen, or
destroyed upon receipt by ADS of indemnification satisfactory to
ADS and protecting ADS and the Trust and, at the option of ADS,
issue replacement certificates in place of mutilated share
certificates upon presentation thereof without requiring
indemnification;
(ix) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other
sales charges, and service fees (I.E., wire redemption charges)
and prepare and transmit payments to underwriters, selected
dealers and others for commissions and service fees received;
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(x) track shareholder accounts by financial intermediary source and
otherwise as requested by the Trust and provide periodic
reporting to the Trust or its administrator or other agent;
(xi) maintain records of account for and provide reports and
statements to the Trust and Shareholders as to the foregoing;
(xii) Record the issuance of shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of shares of
the Fund which are authorized, based upon data provided to it by
the Fund, and issued and outstanding.
(xiii) provide a system which will enable the Trust to calculate the
total number of Shares of each Fund and Class thereof sold in
each State.
(b) OTHER SERVICES. ADS shall provide the following additional services on
behalf of the Trust and such other services agreed to in writing by the
Trust and ADS:
(i) monitor and make appropriate filings with respect to the
escheatment laws of the various states and territories of the
United States; and
(c) BLUE SKY MATTERS. The Trust or its administrator or other agent
(i) shall identify to ADS in writing those transactions and assets to
be treated as exempt from reporting for each state and territory
of the United States and for each foreign jurisdiction
(collectively "States"); and
(ii) shall monitor the sales activity with respect to Shareholders
domiciled or resident in each State.
(d) SAFEKEEPING. ADS shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control,
preparation and use of share certificates, check forms, and facsimile
signature imprinting devices. ADS shall establish and maintain
facilities and procedures reasonably acceptable to the Trust for
safekeeping of all records maintained by ADS pursuant to this
Agreement.
(e) COOPERATION WITH ACCOUNTANTS. ADS shall cooperate with each Fund's
independent public accountants and shall take reasonable action to make
all necessary information available to the accountants for the
performance of the accountants' duties.
(f) RESPONSIBILITY FOR COMPLIANCE WITH LAW.
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(i) IN GENERAL. Except with respect to ADS's duties as set forth in
this Section 2 and except as otherwise specifically provided
herein, the Trust assumes all responsibility for ensuring that
the Trust complies with all applicable requirements of the
Securities Act, the 1940 Act and any laws, rules and regulations
of governmental authorities with jurisdiction over the Trust. All
references to any law in this Agreement shall be deemed to
include reference to the applicable rules and regulations
promulgated under authority of the law and all official
interpretations of such law or rules or regulations.
(ii) ISSUANCE OF SHARES. The responsibility of ADS for the Trust's
state registration status is solely limited to the reporting of
transactions to the Trust, and ADS shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the issue or
sale of such Shares, which functions shall be the sole
responsibility of the Trust or its administrator or other agent.
3. RECORDKEEPING
(a) PREDECESSOR RECORDS. Prior to the commencement of ADS's
responsibilities under this Agreement, if applicable, the Trust shall
deliver or cause to be delivered over to ADS:
(i) an accurate list of Shareholders of the Trust, showing each
Shareholder's address of record, number of Shares owned and
whether such Shares are represented by outstanding share
certificates and
(ii) all Shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by
ADS under this Agreement (collectively referred to as the
"Materials"). The Trust shall on behalf of each applicable Fund
or Class indemnify and hold ADS harmless from and against any and
all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any
error, omission, inaccuracy or other deficiency of the Materials,
or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession
or control reasonably needed by ADS to perform the services
described in this Agreement.
(b) RECORDKEEPING. ADS shall keep records relating to the services to be
performed under this Agreement, in the form and manner as it may deem
advisable and as required by applicable law. To the extent required by
Section 31 of the 1940 Act, and the rules thereunder, ADS agrees that
all such records prepared or maintained by ADS relating to the services
to be performed by ADS under this Agreement are the property of the
Trust and will be preserved, maintained and made available in
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accordance with Section 31 of the 1940 Act and the rules thereunder,
and will be surrendered promptly to the Trust on and in accordance with
the Trust's request. The Trust and the Trust's authorized
representatives shall have access to ADS's records relating to the
services to be performed under this Agreement at all times during ADS's
normal business hours. Upon the reasonable request of the Trust, copies
of any such records shall be provided promptly by ADS to the Trust or
its authorized representatives.
(c) CONFIDENTIALITY OF RECORDS. ADS and the Trust agree that all books,
records, information, and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation or
the carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be
required by law.
(d) INSPECTION OF RECORDS BY OTHERS. In case of any requests or demands for
the inspection of the Shareholder records of the Fund, ADS will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. ADS reserves the
right, however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held liable for
the failure to exhibit the Shareholder records to such person, and
shall promptly notify the Fund of any unusual request to inspect or
copy the shareholder records of the Fund or the receipt of any other
unusual request to inspect, copy or produce the records of the Fund.
4. ISSUANCE AND TRANSFER OF SHARES
(a) ISSUANCE OF SHARES. ADS shall make original issues of Shares of each
Fund and Class thereof in accordance with the Trust's then current
prospectus only upon receipt of
(i) instructions requesting the issuance,
(ii) a certified copy of a resolution of the Board authorizing the
issuance,
(iii) necessary funds for the payment of any original issue tax
applicable to such Shares, and
(iv) an opinion of the Trust's counsel as to the legality and validity
of the issuance, which opinion may provide that it is contingent
upon the filing by the Trust of an appropriate notice with the
SEC, as required by Section 24 of the 1940 Act or the rules
thereunder. If such opinion is contingent upon a filing under
Section 24 of the 1940 Act, the Trust shall indemnify ADS for any
liability arising from the failure of the Trust to comply with
that section or the rules thereunder.
(b) TRANSFER OF SHARES. Transfers of Shares of each Fund and Class thereof
shall be registered on the Shareholder records maintained by ADS. In
registering transfers of Shares, ADS may rely upon the Uniform
Commercial Code as in effect in the State of New York or any other
statutes that, in the opinion of ADS's counsel, protect ADS and the
Trust from liability arising from:
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(i) not requiring complete documentation;
(ii) registering a transfer without an adverse claim inquiry;
(iii) delaying registration for purposes of such inquiry; or,
(iv) refusing registration whenever an adverse claim requires such
refusal. As Transfer Agent, ADS will be responsible for delivery
to the transferor and transferee of such documentation as is
required by the Uniform Commercial Code.
5. SHARE CERTIFICATES
(a) SURCHARGE FOR ISSUANCE OF SHARE CERTIFICATIONS. If the Trust issues
share certificates, the Trust shall pay the surcharge for issuance of
certificates set forth in Schedule A, item (f).
(b) PROCEDURES FOR ISSUANCE OF CERTIFICATES. In the event the Trust elects
to issue share certificates, the following provisions shall apply:
(i) CERTIFICATES. The Trust shall furnish to ADS a supply of blank
share certificates of each Fund and Class thereof and, from time
to time, will renew such supply upon ADS's request. Blank share
certificates shall be signed manually or by facsimile signatures
of officers of the Trust authorized to sign by the Organic
Documents of the Trust and, if required by the Organic Documents,
shall bear the Trust's seal or a facsimile thereof. Unless
otherwise directed by the Trust, ADS may issue or register Share
certificates reflecting the manual or facsimile signature of an
officer who has died, resigned or been removed by the Trust.
(ii) ENDORSEMENT; TRANSPORTATION. New Share certificates shall be
issued by ADS upon surrender of outstanding Share certificates in
the form deemed by ADS to be properly endorsed for transfer and
satisfactory evidence of compliance with all applicable laws
relating to the payment or collection of taxes. ADS shall forward
Share certificates in "non-negotiable" form by first-class or
registered mail, or by whatever means ADS deems equally reliable
and expeditious. ADS shall not mail Share certificates in
"negotiable" form unless requested in writing by the Trust and
fully indemnified by the Trust to ADS's satisfaction.
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6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) PURCHASE ORDERS. Shares shall be issued in accordance with the terms of
a Fund's or Class' prospectus after ADS or its agent receives either:
(i) (A) an instruction directing investment in a Fund or Class, (B) a
check (other than a third party check) or a wire or other
electronic payment in the amount designated in the instruction
and (C), in the case of an initial purchase, a completed account
application; or,
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(b) DISTRIBUTION ELIGIBILITY. Shares issued in a Fund after receipt of a
completed purchase order shall be eligible to receive distributions of
the Fund at the time specified in the prospectus pursuant to which the
Shares are offered.
(c) DETERMINATION OF FEDERAL FUNDS. Shareholder payments shall be
considered Federal Funds no later than on the day indicated below
unless other times are noted in the prospectus of the applicable Class
or Fund:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System,
on the second Fund Business Day following receipt of the check;
and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as ADS is credited with
Federal Funds with respect to that check.
7. FEES AND EXPENSES
(a) For the services provided by ADS pursuant to this Agreement, the Trust,
on behalf of each Fund, agrees to pay ADS the fees set forth in
Schedule A. Fees will begin to accrue for each Fund on the latter of
the date of this Agreement or the date of commencement of operations of
the Fund.
(b) In addition to the fees paid under subsection (a), the Trust agrees to
reimburse ADS for out-of-pocket expenses or advances incurred by ADS
for the items set out in the Schedule A attached hereto. In addition,
the Trust will reimburse any other expenses incurred by ADS at the
request or with the consent of the Trust.
(c) The fees, out-of pocket expenses and advances identified in the
foregoing subsections (a) and (b) above may be changed from time to
time subject to written agreement between the Trust and ADS, as set
forth in the Schedule A attached.
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(d) The Trust agrees to pay all fees and reimbursable expenses within ten
days following the receipt of the respective billing notice.
8. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS OF ADS. ADS represents and warrants to the Trust that:
(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of New York;
(ii) it is duly qualified to carry on its business in the State of New
York;
(iii) it is empowered under applicable laws and by its Article of
Incorporation and Bylaws to enter into this Agreement and perform
its duties under this Agreement;
(iv) it has access to the necessary facilities, equipment, and
personnel to perform its duties and obligations under this
Agreement; and,
(v) it is registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934 and shall continue to be
registered throughout the remainder of this Agreement.
(b) REPRESENTATIONS OF THE TRUST. The Fund represents and warrants to ADS
that
(i) it is a Trust duly organized and existing and in good standing
under the laws of the State of Massachusetts;
(ii) it is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organic Documents have been
taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company registered under
the Investment Company Act of 1940; and,
(v) a registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and
appropriate state securities law filings as required, have been
or will be made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
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9. INDEMNIFICATION
(a) INDEMNIFICATION OF ADS. ADS shall not be responsible for, and the Trust
shall on behalf of each applicable Fund or Class thereof indemnify and
hold ADS harmless from and against, any and all losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and liability
arising out of or attributable to:
(i) all actions of ADS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are
taken in good faith and without gross negligence or willful
misconduct; the Trust's lack of good faith or the Trust's gross
negligence or willful misconduct;
(ii) the reliance on or use by ADS or its agents or subcontractors of
information, records or documents which (i) are received by ADS
or its agents or subcontractors and furnished to it by or on
behalf of the Fund, and (ii) have been prepared or maintained by
the Trust or any other person or firm on behalf of the Trust,
including but not limited to any previous transfer agent or
registrar;
(iii) the reasonable reliance on, or the carrying out by ADS or its
agents or subcontractors of, any instructions or requests of the
Trust on behalf of the applicable Fund;
(iv) the Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack good faith,
gross negligence or willful misconduct or which arise out of the
breach of any representation or warranty of the Fund hereunder
and,
(v) the offer or sale of Shares in violation of any requirement under
the Federal securities laws or regulations or the securities laws
or regulations of any State that such Shares be registered in
such State or in violation of any stop order or other
determination or ruling by any federal agency or any State with
respect to the offer or sale of such Shares in such State.
(B) INDEMNIFICATION OF THE TRUST. ADS shall indemnify and hold the Trust
and each Fund or Class thereof harmless from and against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liability arising out of or attributed to any action or
failure or omission to act by ADS as a result of ADS's lack of good
faith, gross negligence or willful misconduct with respect to the
services performed under or in connection with this Agreement.
(C) RELIANCE. At any time ADS may apply to any officer of the Trust for
instructions, and may consult with legal counsel to the Trust or to ADS
with respect to any matter arising in connection with the services to
be performed by ADS under this Agreement, and ADS and its agents or
subcontractors shall not be liable and shall be indemnified by the
Trust on behalf of the applicable Fund for any action taken or omitted
by it in reasonable reliance upon such instructions or upon the advice
of such counsel. ADS, its agents and subcontractors shall be protected
and indemnified in acting upon
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(i) any paper or document furnished by or on behalf of the Trust,
reasonably believed by ADS to be genuine and to have been signed
by the proper person or persons;
(ii) any instruction, information, data, records or documents provided
ADS or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the
Trust; and,
(iii) any authorization, instruction, approval, item or set of data, or
information of any kind transmitted to ADS in person or by
telephone, vocal telegram or other electronic means, reasonably
believed by ADS to be genuine and to have been given by the
proper person or persons. ADS shall not be held to have notice of
any change of authority of any person, until receipt of written
notice thereof from the Trust. ADS, its agents and subcontractors
shall also be protected and indemnified in recognizing share
certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and
the proper countersignature of any former transfer agent or
former registrar or of a co-transfer agent or co-registrar of the
Trust.
(d) RELIANCE ON ELECTRONIC INSTRUCTIONS. If the Trust has the ability to
originate electronic instructions to ADS in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event ADS shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by ADS
from time to time.
(e) USE OF FUND/SERV AND NETWORKING. The Trust has authorized or in the
future may authorize ADS to act as a "Mutual Fund Services Member" for
the Trust or various Funds and Classes. Fund/SERV and Networking are
services sponsored by the National Securities Clearing Trust ("NSCC")
and as used herein have the meanings as set forth in the then current
edition of NSCC RULES AND PROCEDURES published by NSCC or such other
similar publication as may exist from time to time. The Trust shall
indemnify and hold ADS harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses
and liability arising directly or indirectly out of or attributed to
any action or failure or omission to act by NSCC.
(f) NOTIFICATION OF CLAIMS. In order that the indemnification provisions
contained in this Section 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
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to indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim or to defend
against said claim in its own name or in the name of the other party.
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.
10. PROPRIETARY INFORMATION
(a) PROPRIETARY INFORMATION OF ADS. The Trust acknowledges that the
databases, computer programs, screen formats, report formats,
interactive design techniques, and documentation manuals maintained by
ADS on databases under the control and ownership of ADS or a third
party constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to ADS or the third party. The Trust agrees to treat all
Proprietary Information as proprietary to ADS and further agrees that
it shall not divulge any Proprietary Information to any person or
organization except as may be provided under this Agreement.
(b) PROPRIETARY INFORMATION OF THE TRUST. ADS acknowledges that the
Shareholder list and all information related to Shareholders furnished
to ADS by the Trust or by a Shareholder in connection with this
Agreement (collectively, "Customer Data") constitute proprietary
information of substantial value to the Trust. In no event shall
Proprietary Information be deemed Customer Data. ADS agrees to treat
all Customer Data as proprietary to the Trust and further agrees that
it shall not divulge any Customer Data to any person or organization
except as may be provided under this Agreement or as maybe directed by
the Trust.
11. EFFECTIVENESS, DURATION, AND TERMINATION
(a) EFFECTIVE DATE. This Agreement shall become effective on the date first
above written.
(b) TERM. This Agreement shall remain in effect for a period of three (3)
years from the date of its effectiveness and shall continue in effect
for successive twelve-month periods; provided that such continuance is
specifically approved at least annually by the Board and by a majority
of the Directors who are not parties to this Agreement or interested
persons of any such party.
(c) TERMINATION FOR CAUSE. In the event of a material breach of this
Agreement by either party, the non-breaching part shall notify the
breaching party in writing of such breach and upon receipt of such
notice, the breaching party shall by 45 days to remedy the breach. If
said breach is not remedied to the reasonable satisfaction of the
non-breaching party, the non-breaching party may thereafter terminate
this Agreement immediately. Compensation due ADS and unpaid by the
Trust upon such termination shall be immediately due and payable upon,
and notwithstanding, such termination. If after such termination for so
long as ADS, with the written consent of the Trust, in fact continues
to perform any one or more of the services contemplated by this
Agreement, the provisions of this Agreement, including without
limitation, the provisions dealing with indemnification, shall continue
in full force and effect.
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(d) PAYMENT UPON TERMINATION. If at any time during the initial or any
subsequent term of this Agreement, ADS is replaced as transfer agent or
dividend disbursing agent for any reason other than for a material
breach of this Agreement which ADS does not cure within a reasonable
time, or a Fund is merged into or sells all (or substantially all) of
its assets to another fund or family of funds for which ADS does not
serve as transfer agent or dividend disbursing agent, then the Fund
shall, immediately upon demand by ADS, make a one time cash payment
equal to the net present value of the revenues ADS would have earned
during the remainder of the initial or subsequent term of the
Agreement, as the case may be, at the fee rate in effect at the time of
such event (including any applicable minimum). For purposes of this
paragraph, the figure used to calculate the fee due ADS hereunder shall
be the highest monthly fees paid by the Fund at any time during the 12
months immediately preceding the termination of ADS (or the merger or
sale of assets) of the Fund.
(e) REIMBURSEMENT OF ADS'S EXPENSES. If this Agreement is terminated with
respect to a Fund or Funds, ADS shall be entitled to collect from the
Fund or Funds, in addition to the compensation described under Sections
7 and 11(d) hereof, the amount of all of ADS's reasonable labor charges
and cash disbursements for services in connection with ADS's activities
in effecting such termination, including without limitation, the labor
costs and expenses associated with the de-conversion of the
Corporations records of each Fund from its computer systems, and the
delivery to the Trust and/or its designees of the Trust's property,
records, instruments and documents, or any copies thereof. Subsequent
to such termination, for a reasonable fee, ADS will provide the Trust
with reasonable access to all Trust documents or records, if any,
remaining in its possession.
(f) SURVIVAL OF CERTAIN OBLIGATIONS. The obligations of Sections 7, 9 and
10 shall survive any termination of this Agreement
(g) FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.
12. ADDITIONAL FUNDS AND CLASSES.
If the Trust establishes one or more series of Shares or one or more classes of
Shares after the effectiveness of this Agreement, such series of Shares or
classes of Shares, as the case may be, shall become Funds and Classes under this
Agreement; PROVIDED, however, that either ADS or the Trust may elect not to make
and such series or classes subject to this Agreement.
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13. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this Agreement nor any
rights or obligations under this Agreement 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. ADS may, without further consent on the part of the
Trust, subcontract for the performance hereof with any entity, including
affiliated persons of ADS; provided however, that ADS shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as ADS
is for its own acts and omissions.
14. TAXES
ADS shall not be liable for any taxes, assessments or governmental charges that
may be levied or assessed on any basis whatsoever in connection with the Trust
or any Shareholder or any purchase of Shares, excluding taxes assessed against
ADS for compensation received by it under this Agreement.
15. MISCELLANEOUS
(a) AMENDMENTS. No provisions of this Agreement may be amended or modified
in any manner except by a written agreement properly authorized and
executed by both parties hereto.
(b) CHOICE OF LAW. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State
of New York.
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
(d) COUNTERPARTS. The parties may execute this Agreement on any number of
counterparts, and all of the counterparts taken together shall be
deemed to constitute one and the same instrument.
(e) SEVERABILITY. If any part, term or provision of this Agreement is held
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
(f) HEADINGS. Section and paragraph headings in this Agreement are included
for convenience only and are not to be used to construe or interpret
this Agreement.
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(g) NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent
by telex or facsimile, and shall be given to the following addresses
(or such other addresses as to which notice is given):
To the Fund: To ADS:
John E. Arsenault Michael Miola
President President
The North Country Funds American Data Services, Inc.
250 Glen Street 150 Motor Parkway, Suite 900
Glens Falls, NY 12801 Hauppauge, NY 11788
(h) BUSINESS DAYS. Nothing contained in this Agreement is intended to or
shall require ADS, in any capacity hereunder, to perform any functions
or duties on any day other than a Fund Business Day. Functions or
duties normally scheduled to be performed on any day which is not a
Fund Business Day shall be performed on, and as of, the next Fund
Business Day, unless otherwise required by law.
(i) DISTINCTION OF FUNDS. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of each
Fund of the Trust are separate and distinct from the assets and
liabilities of each other Fund and that no Fund shall be liable or
shall be charged for any debt, obligation or liability of any other
Fund, whether arising under this Agreement or otherwise.
(j) CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision of
this Agreement or for any act or failure to act hereunder.
(k) NONLIABILITY OF AFFILIATES. No affiliated person (as that term is
defined in the 1940 Act), employee, agent, director, officer or manager
of ADS shall be liable at law or in equity for ADS's obligations under
this Agreement.
(l) REPRESENTATION OF SIGNATORIES. Each of the undersigned expressly
warrants and represents that they have full power and authority to sign
this Agreement on behalf of the party indicated and that their
signature will bind the party indicated to the terms hereof
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<PAGE>
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 persons,
as of the day and year first above written.
THE NORTH COUNTRY FUNDS AMERICAN DATA SERVICES, INC.
By: ______________________________ By: ________________________________
John E. Arsenault Michael Miola
President Chairman & CEO
<PAGE>
THE NORTH COUNTRY FUNDS
TRANSFER AGENCY AGREEMENT
SCHEDULE A
FEES AND ACCOUNT CHARGES
For the services rendered by ADS in its capacity as transfer agent,
the Fund shall pay ADS a fee, calculated as a combination of account maintenance
charges plus transaction charges as follows:
(A) ACCOUNT MAINTENANCE CHARGE:
The Greater of (No prorating for partial months) (1) a minimum maintenance
charge per Fund/Class $1,000.00/ month; or, (2) charges based upon the total of
all open/closed accounts (1) per Fund/class upon the following annual rates:
TYPE OF FUND CHARGE PER ACCOUNT
------------ ------------------
Dividend calculated and
paid annually, semi-annually, quarterly $ 10.00
Dividend calculated and paid monthly $ 13.00
Dividend accrued daily and paid monthly $ 16.00
Closed Accounts $ 2.00(2)
(1) All accounts closed during a month will be considered as open accounts for
billing purposes in the month the account is closed.
(2) Closed accounts remain on the shareholder files until all 1099's and 5498's
have been distributed to the shareholders and send via mag-media to the IRS.
PLUS,
(B) TRANSACTION FEES:
Trade Entry (purchase/liquidation) and
maintenance transactions .......................................$ 1.50 each
New account set-up ..................................................$ 3.00 each
Customer service calls ..............................................$ 3.00 each
Correspondence/ information requests ................................$ 1.75 each
Check preparation ...................................................$ .50 each
Liquidations paid by wire transfer ..................................$ 3.00 each
ACH charge ..........................................................$ .45 each
SWP .................................................................$ 1.25 each
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(C) 24 HOUR AUTOMATED VOICE RESPONSE:
Initial set-up (one-time) charge: $5,000.00/fund
Minimum monthly maintenance charge: $ 50.00/fund
Or,
Rate per call: $ 1.00
All calls processed through automated voice response will be billed as a
customer service call listed above.
(D) FUND/SERV
All Funds processed through Fund/SERV will be subject to an additional monthly
charge of $250.00.
All transactions processed through Fund/SERV will be billed at the transaction
fee rates listed in (b) above.
(E) INTERNET ACCESS:
Initial set-up: $1,000/fund
Each shareholder/adviser/broker hit: $ 0.25/hit
(F) ISSUANCE OF SHARE CERTIFICATES:
For each share certificate issued by ADS, a $15.00 charge will be assessed to
the Fund for which the certificate was issued.
FEE INCREASES
On each annual anniversary date of this Agreement, the fees
enumerated above will be increased by the greater of the change in the Consumer
Price Index for the Northeast region (CPI) for the twelve-month period ending
with the month preceding such annual anniversary date, or five percent (5%). In
addition, ADS reserves the right to increase fees on ninety (90) days prior
written notice to the Trust. ADS represents that fees will not be increased
until after the first anniversary date of this agreement.
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(g) IRA PLAN FEES:
The following fees will be charged directly to the shareholder account:
Annual maintenance fee ........................................$15.00 /account *
Incoming transfer from prior custodian ........................$12.00
Distribution to a participant .................................$15.00
Refund of excess contribution .................................$15.00
Transfer to successor custodian ...............................$15.00
Automatic periodic distributions ............................ $15.00/year
per account
* Includes $8.00 Bank Custody Fee.
(h) EXPENSES:
The Fund shall reimburse ADS for any out-of-pocket expenses,
exclusive of salaries, advanced by ADS in connection with but not limited to the
costs for printing fund documents, (i.e. printing of confirmation forms,
shareholder statements, redemption/dividend checks, envelopes, financial
statements, proxy statement, fund prospectus, etc.) proxy solicitation and
mailing expenses, travel requested by the Fund, telephone toll charges, 800-line
costs and fees, facsimile and data transmission costs, stationery and supplies
(related to Fund records), record storage, postage (plus a $0.085 service charge
for all mailings), pro-rata portion of annual SAS-70 audit letter, telex and
courier charges incurred in connection with the performance of its duties
hereunder. ADS shall provide the Fund with a monthly invoice of such expenses
and the Fund shall reimburse ADS within fifteen (15) days after receipt thereof.
(i) SPECIAL REPORTS:
All reports and/or analyses requested by the Fund that are not
included in the fee schedule, shall be subject to an additional charge, agreed
upon in advance, based upon the following rates:
Senior staff.............$150.00/hr.
Junior staff ............$ 75.00/hr.
Computer time............$ 45.00/hr.
(j) SERVICE DEPOSIT:
The Fund will remit to ADS upon execution of this Agreement a service
deposit of equal to one (1) month's shareholder service fee. The service deposit
computation will be based either on the total number of shareholder accounts
(open and closed) of each Fund to be serviced or the minimum fee, whichever is
greater, as of the execution date of this Agreement. The Fund will have the
option to have the service deposit applied to the last month's service fee, or
applied to any new contract between the Fund and ADS. The Fund will be charged
only once for the service deposit, upon the execution of the first original
Agreement. That deposit shall apply to the Fund's Agreement thereafter until the
relationship between ADS and the Fund is terminated.
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However, if the Fund elects or is forced to terminate this Agreement
for any reason what-so-ever other than a material breach by ADS (including, but
not limited to, the voluntary or involuntary termination of the Fund,
liquidation of the Fund's assets, the sale or merger of the Fund or it's assets
to any successor entity) prior to the termination date of this Agreement as
specified in Section 7 of this Agreement, the Fund will forfeit the Service
Deposit paid to ADS upon execution of this Agreement
(k) CONVERSION CHARGE: (EXISTING FUNDS ONLY)
There will be a charge to convert the Fund's shareholder accounting
records on to the ADS stock transfer system. In addition, ADS will be reimbursed
for all out-of-pocket expenses, enumerated in paragraph (b) above and data media
conversion costs, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to be
converted and the condition of the previous service agent's records.
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<PAGE>
THE NORTH COUNTRY FUNDS
TRANSFER AGENCY AGREEMENT
SCHEDULE B
FUNDS AND CLASSES TO BE SERVICED UNDER THIS AGREEMENT
North Country Equity Growth Fund
North Country Intermediate Bond Fund
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