Exhibit (h)(1)
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of April 1, 2000 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and ALLEGHANY FUNDS, a Delaware business
trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any
other person duly authorized by the Fund's Board of Directors
or Trustees to give Oral Instructions and Written Instructions
on behalf of the Fund. An Authorized Person's scope of
authority may be limited by setting forth such limitation in a
written document signed by both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control
(not including transactions between wholly-owned direct or
indirect subsidiaries of a common parent) of 25% or more of
the beneficial ownership of the shares of common stock or
shares of beneficial interest of an entity or its parents(s).
(f) "Fund Home Page" shall mean the Fund's proprietary web site on
the Internet used by the Fund to provide information to its
shareholders and potential shareholders.
(g) "Internet" shall mean the communications network comprised of
multiple communications networks linking education,
government, industrial and private computer networks.
(h) "Oral Instructions" mean oral instructions received by PFPC
from an Authorized Person or from a person reasonably believed
by PFPC to be an Authorized Person. PFPC may, in its sole
discretion in each separate instance, consider and rely upon
instructions it receives from an Authorized Person via
electronic mail as Oral Instructions.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA. (k) "Shares" mean the shares of beneficial interest of any
series or class of the Fund. (l) "Transfer Agent Secure Net Gateway"
shall mean the system of computer hardware and software and
network established by PFPC to provide access between the PFPC
recordkeeping system and the Internet.
(m) "Transfer Agent Web Transaction Engine" shall mean the system
of computer hardware and software created and established by
PFPC in order to enable Shareholders of the Fund to perform
the transactions contemplated hereunder.
(n) "Written Instructions" mean (i) written instructions signed by
an Authorized Person and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by means of an
electronic transaction reporting system access to which
requires use of a password or other authorized identifier. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to
the Fund in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) At PFPC's request, certified or authenticated copies of the resolutions of
the Fund's Board of Trustees, approving the appointment of PFPC or its
affiliates to provide services to the Fund and approving this Agreement;
(b) A copy of the Fund's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each investment
Portfolio of the Fund;
(d) A copy of the distribution/underwriting agreement with respect to
each class of Shares;
(e) A copy of each Portfolio's administration agreements if PFPC
is not providing the Portfolio with such services;
(f) Copies of any distribution and/or shareholder servicing plans
and agreements made in respect of the Fund or a Portfolio;
(g) A copy of the Fund's organizational documents, as filed with
the state in which the Fund is organized; and
(h) Copies (certified or authenticated where applicable) of any
and all amendments or supplements to the foregoing.
4. Compliance with Rules and Regulations. PFPC undertakes to comply with
all applicable requirements of the Securities Laws and any laws, rules
and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by PFPC hereunder. Except as
specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Fund or any other entity.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person (or
from a person reasonably believed by PFPC to be an Authorized
Person) pursuant to this Agreement. PFPC may assume that any
Oral Instruction or Written Instruction received hereunder is
not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote,
resolution or proceeding of the Fund's Board of Directors or
Trustees or of the Fund's shareholders, unless and until PFPC
receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral
Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by PFPC or
differ from the Oral Instructions shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions or PFPC's ability to rely upon such Oral Instructions. Where
Oral Instructions or Written Instructions reasonably appear to have been
received from an Authorized Person, PFPC shall incur no liability to the
Fund in acting upon such Oral Instructions or Written Instructions provided
that PFPC's actions comply with the other provisions of this Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or
advice, including Oral Instructions or Written Instructions,
from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should
not take, PFPC may request advice from counsel of its own
choosing (who may be counsel for the Fund, the Fund's
investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions or advice or Oral Instructions or Written
Instructions PFPC receives from the Fund, and the advice it
receives from counsel, PFPC may rely upon and follow the
advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it takes or does
not take in reliance upon directions or advice or Oral Instructions or
Written Instructions it receives from the Fund or from counsel and which
PFPC believes, in good faith, to be consistent with those directions or
advice or Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions or advice
or Oral Instructions or Written Instructions unless, under the terms of
other provisions of this Agreement, the same is a condition of PFPC's
properly taking or not taking such action.
7. Records; Visits. The books and records pertaining to the Fund and the
Portfolios, which are in the possession or under the control of PFPC
shall be the property of the Fund. Such books and records shall be
prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records at all
times during PFPC's normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided by
PFPC to the Fund or to an Authorized Person, at the Fund's expense.
8. Confidentiality. Each party shall keep confidential any information
relating to the other party's --------------- business ("Confidential
Information"). Confidential Information shall include (a) any data or
information that is competitively sensitive material, and not generally
known to the public, including, but not limited to, information about
product plans, marketing strategies, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past, present or
future business activities of the Fund or PFPC, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them; (b) any scientific or technical information,
design, process, procedure, formula, or improvement that is commercially
valuable and secret in the sense that its confidentiality affords the Fund
or PFPC a competitive advantage over its competitors; (c) all confidential
or proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding
the foregoing, information shall not be subject to such confidentiality
obligations if it: (a) is already known to the receiving party at the time
it is obtained; (b) is or becomes publicly known or available through no
wrongful act of the receiving party; (c) is rightfully received from a
third party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) is released by the protected party to
a third party without restriction; (e) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving party will
provide the other party written notice of such requirement, to the extent
such notice is permitted); (f) is relevant to the defense of any claim or
cause of action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in
the performance of its obligations under this Agreement to ensure that
the necessary information is made available to such accountants for the
expression of their opinion, as required by the Fund.
10. PFPC System. PFPC shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts, expertise,
patents, copyrights, trade secrets, and other related legal rights
utilized by PFPC in connection with the services provided by PFPC to
the Fund.
11. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or ------------------ more agreements making
reasonable provisions for emergency use of electronic data processing
equipment to the extent appropriate equipment is available. In the event of
equipment failures, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions. PFPC shall be obligated
to exercise care and diligence in the performance of its duties hereunder
and to act in good faith in performing services provided for under this
Agreement. With respect to the loss of data or service interruptions caused
by equipment failure, PFPC shall be liable only if such loss or
interruption is caused by PFPC's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties or obligations under this
Agreement.
12. Compensation. As compensation for services rendered by PFPC during the
term of this Agreement, the Fund will pay to PFPC a fee or fees as may
be agreed to from time to time in writing by the Fund and PFPC. The
Fund acknowledges that PFPC may receive float benefits and/or
investment earnings in connection with maintaining certain accounts
required to provide services under this Agreement.
13. Indemnification.
(a) The Fund agrees to indemnify and hold harmless PFPC and its affiliates from
all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, attorneys' fees and disbursements and
liabilities arising under the Securities Laws and any state and foreign
securities and blue sky laws) arising directly or indirectly from any
action or omission to act which PFPC takes in connection with the provision
of services to the Fund. Neither PFPC, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
(b) PFPC agrees to indemnify and hold harmless the Fund and its
affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities arising
under the Securities Laws and any state and foreign securities
and blue sky laws) provided that such liability was caused by
PFPC's or its affiliates" own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations
under this Agreement.
14. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of the
Fund or any Portfolio except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Fund in a written amendment hereto.
PFPC shall be obligated to exercise care and diligence in the performance
of its duties hereunder and to act in good faith in performing services
provided for under this Agreement. PFPC shall be liable only for any
damages arising out of PFPC's failure to perform its duties under this
Agreement to the extent such damages arise out of PFPC's willful
misfeasance, bad faith, negligence or reckless disregard of its duties
under this Agreement.
(b) Without limiting the generality of the foregoing or of any other provision
of this Agreement, (i) PFPC shall not be liable for losses beyond its
control, including without limitation (subject to Section 11), delays or
errors or loss of data occurring by reason of circumstances beyond PFPC's
control, provided that PFPC has acted in accordance with the standard set
forth in Section 14(a) above; and (ii) PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine.
(c) Notwithstanding anything in this Agreement to the contrary,
neither party to this Agreement nor its affiliates shall be
liable for any consequential damages.
(d) No party may assert a cause of action against the other party
or any of its affiliates that allegedly occurred more than
three (3) years immediately prior to the filing of the suit
(or, if applicable, commencement of arbitration proceedings)
alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which the
other party may become responsible.
15. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with
shareholders to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction
with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of
activity;
(viii) Provide toll-free lines for direct shareholder use,
plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to broker-dealers of
their clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to
the Fund;
(xi) Provide detailed data for underwriter/broker
confirmations;
(xii) Prepare periodic mailing of year-end tax and statement
information;
(xiii) Notify on a timely basis the investment adviser,
accounting agent, and custodian of fund activity; and
(xiv) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Share purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in writing
by the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of
an investor, in the manner described in the Fund's prospectus,
once it receives: (i) A purchase order;
(ii) Proper information to establish a shareholder
account; and
(iii) Confirmation of receipt or crediting of funds for
such order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
function is properly authorized by the certificate of
incorporation or resolution of the Fund's Board of Trustees.
Shares shall be redeemed and payment therefor shall be made in accordance
with the Fund's prospectus, when the recordholder tenders Shares in proper
form and directs the method of redemption. If Shares are received in proper
form, Shares shall be redeemed before the funds are provided to PFPC from
the Fund's custodian (the "Custodian"). If the recordholder has not
directed that redemption proceeds be wired, when the Custodian provides
PFPC with funds, the redemption check shall be sent to and made payable to
the recordholder, unless:
(i) the surrendered certificate is drawn to the order
of an assignee or holder and transfer
authorization is signed by the recordholder; or
(ii) transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by
a customer, and the Custodian provides PFPC with funds, PFPC
shall prepare and send the redemption check to the
broker-dealer and made payable to the broker-dealer on behalf
of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the Fund's
Board of Trustees authorizing the declaration and payment of dividends and
distributions, PFPC shall issue dividends and distributions declared by the
Fund in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Fund's prospectus. Such
issuance or payment, as well as payments upon redemption as described
above, shall be made after deduction and payment of the required amount of
funds to be withheld in accordance with any applicable tax laws or other
laws, rules or regulations. PFPC shall mail to the Fund's shareholders such
tax forms and other information, or permissible substitute notice, relating
to dividends and distributions paid by the Fund as are required to be filed
and mailed by applicable law, rule or regulation. PFPC shall prepare,
maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends above a stipulated amount paid by the
Fund to its shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders,
checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus, for
a shareholder's:
- Exchange of Shares for shares of another
fund with which the Fund has exchange
privileges;
- Automatic redemption from an account where
that shareholder participates in a
automatic redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written
Instructions, PFPC shall mail all communications by the Fund
to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the accounts
for each shareholder showing the
following information:
(i) Name, address and United States Tax Identification
or Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been
issued, including certificate numbers and
denominations;
(iii) 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;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform
any calculations required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice
against any certificate reported to be lost or stolen and
comply with all applicable federal regulatory requirements for
reporting such loss or alleged misappropriation. A new
certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a
surety company approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from
any Fund shareholder to inspect stock records, PFPC will
notify the Fund and the Fund will issue instructions granting
or denying each such request. Unless PFPC has acted contrary
to the Fund's instructions, the Fund agrees to and does hereby
release PFPC from any liability for refusal of permission for
a particular shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total
amount of outstanding shares by the number of shares
surrendered by the Fund.
(l) Lost Shareholders. PFPC shall perform such services as are required in
order to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost
Shareholder Rules"), including, but not limited to, those set forth below.
PFPC may, in its sole discretion, use the services of a third party to
perform some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient
to comply with the Lost Shareholder Rules; and
(iv) preparation and submission of data required under
the Lost Shareholder Rules.
Except as set forth above, PFPC shall have no responsibility
for any escheatment services.
(m) Print Mail. In addition to performing the foregoing services, the
Fund hereby engages PFPC as its print/mail service provider with
respect to those items identified in the Fee Letter. (n) IMPRESSNetR
Services. In addition to the services rendered by PFPC as set forth in
the Agreement, PFPC agrees to provide the following services with
respect to PFPC's proprietary IMPRESSNetR product:
(i) in accordance with the written procedures established
between the Fund and PFPC, enable the Fund and its
Shareholders utilize the Internet in order to access Fund
information maintained by PFPC through the use of the Transfer
Agent Web Transaction Engine and Secure Net Gateway; (ii)
allow the Shareholders to perform account inquiries and
transactions; (iii) maintenance of the Transfer Agent Secure
Net Gateway and the Transfer Agent Web Transaction Engine.
In connection with the Fund's use of IMPRESSNetR, the Fund shall
be responsible for the following: (i) establishment and
maintenance of the Fund Home Page on the Internet; (ii)
services and relationships between the Fund and any third
party on-line service providers to enable End-Users to access
the Fund Home Page and/or the PFPC System via the Internet;
(iii) provide PFPC with access to and information regarding
the Fund Home Page in order to enable PFPC to provide the
services contemplated hereunder.
(o) DCXchange(R)Services. PFPC has developed a recordkeeping service link
("DCXchange(R)") between investment companies and benefit plan consultants
(the "Recordkeepers") which administer employee benefit plans including
plans qualified under Section 401(a) of the Internal Revenue Code (the
"Plans"). PFPC has entered into agreements with various Recordkeepers
relating to the recordkeeping and related services performed on behalf of
such Plans in connection with daily valuation and processing of orders for
investment and reinvestment of assets of the Plans in various investment
options available to the participants under such Plans (the
"Participants"). The Fund desires to participate in the DCXchange(R)Program
and retain PFPC to perform such services with respect to the Shares held by
or on behalf of the Participants as further described herein and PFPC is
willing and able to furnish such services on the terms and conditions
hereinafter set forth. PFPC agrees to perform recordkeeping and related
services for the benefit of the Plan Participants that maintain shares of
the Fund through Plans administered by certain Recordkeepers. PFPC shall
subcontract with Recordkeepers to link PFPC recordkeeping system with the
Recordkeepers in order for the Recordkeepers to maintain Fund shares
positions for each Participant. Fund positions of the Participants shall
constitute open accounts for which the Fund shall pay to PFPC the annual
fee specified in the Fee Letter. The Fund permits PFPC to include the
Fund's name on listings of DCXchange participating funds in PFPC marketing
materials. In connection with the DCXchange Program, Fund agrees that trade
instructions received in good order and accepted by PFPC or its agents
prior to the close of regular trading on the Exchange (the "Close of
Trading") on any given Business Day and transmitted to the Fund by 5:00
a.m. Eastern time on the following calendar day will be executed by the
Fund at the net asset value determined as of the Close of Trading on such
Business Day. In the event that PFPC is in receipt of Trade Instructions in
good order and is unable to transmit the Trade Instructions to the Fund by
5:00 a.m. Eastern time on the day following the Effective Trade Date, the
Fund will accept the trades after 5:00 a.m. Eastern time and before 8:30
a.m. on such day (10:00 a.m. in the event of extraordinary circumstances
beyond PFPC's control, such as the failure of PFPC to receive trade
instructions from NSCC). Payments for net purchase and net redemption
orders shall be made by wire transfer by PFPC or the Plan's Trust (for net
purchases) or by the Fund (for net redemptions) to the account designated
by the appropriate receiving party on the Business Day following the
Effective Trade Date. In order to perform reconciliations, PFPC or its
agent shall request from the Fund daily confirmation of all trade activity
and share positions for all accounts two times per month and on any day
after activity has been posted to the account. In connection with the
DCXchange Program, the Fund agrees to waive all minimum and maximum
investment requirements for the Class N Shares, as well as all CDSC fees
(except in the case of full plan liquidations). All Shares shall be
available for purchase at net asset value. In addition, the Fund agrees
that each conversion to Class A shares, if applicable, must be accomplished
via a full liquidation and subsequent purchase and must be coordinated
through PFPC. The Fund further agrees that NAV and accruals will be
transmitted to PFPC via the NSCC Price Profile.
(p) Wrap Program Services. PFPC agrees to perform the following services for
the benefit of the Fund's Shareholders
("Wrap Program Participants") who hold Shares through a mutual fund-based
asset allocation, supermarket and/or other similar product ("Wrap Program")
sponsored by a bank or other financial institution ("Clients"). (i) Receive
from Clients purchase, redemption and related instructions with respect to
Wrap Program Participants and facilitate money settlement with respect to
the Omnibus Accounts, which shall be registered as "PFPC F/B/O [Client]
Wrap Program". (ii) Facilitate payment to Wrap Program Participants of the
proceeds of redemptions, dividends and other distributions. (iii) As
determined solely by PFPC in accordance with applicable rules and
regulations, cause (a) periodic account statements, (b) 1099R
documentation, (c) proxies, prospectus revisions, annual reports of the
Fund, as are provided by the Fund to be prepared and mailed to Wrap Program
Participants. (iv) Reconcile share positions for each Wrap Program and upon
request provide certification the Fund with respect thereto. (v) Maintain
records for each Wrap Program Participant which shall reflect shares
purchased and redeemed, as well as account and share balances. (vi) Act as
service agent in connection with dividend and distribution functions;
shareholder account and administrative agent functions in connection with
the issuance, transfer, and redemption or repurchase of Fund shares. PFPC
shall create and maintain all records required of it pursuant to its duties
hereunder and as set forth herein pursuant to applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act.
Where applicable, such records shall be maintained for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
16. Duration and Termination. This Agreement shall continue until
terminated by the Fund or by PFPC on one hundred fifty (150) days'
prior written notice to the other party. In the event the Fund gives
notice of termination, all expenses associated with movement (or
duplication) of records and materials and conversion thereof to a
successor transfer agent or other service provider will be borne by the
Fund.
17. Change of Control. Notwithstanding any other provision of this
Agreement, in the event of an agreement to enter into a transaction
that would result in a Change of Control of the Fund's sponsor or any
of its affiliates, the Fund's ability to terminate the Agreement
pursuant to Section 16 will be suspended from the time of such
agreement until one year after the Change of Control.
18. Notices. Notices shall be addressed
(a) if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware
19809, Attention: President;
(b) if to the Fund, at 171 North Clark Street, Chicago, Illinois 60601,
Attention: President or
(c) if to neither of the foregoing, at such other address as shall have been
given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is
sent by messenger, it shall be deemed to have been given on the day it is
delivered.
19. Amendments. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
20. Delegation; Assignment. PFPC may assign its rights and delegate its
duties hereunder to any majority-owned direct or indirect subsidiary of
PFPC or PNC Bank Corp., provided that PFPC gives the Fund 30 days prior
written notice of such assignment or delegation.
21. Non-Solicitation. During the term of this Agreement and for a period of one
year afterward, the Fund shall not recruit or solicit, for the Fund or any
other person, any of PFPC's employees.
22. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
23. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
24. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees
not to make any modifications to its registration statement or
adopt any policies which would affect materially the
obligations or responsibilities of PFPC hereunder without the
prior written approval of PFPC, which approval shall not be
unreasonably withheld or delayed.
(c) Captions. 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.
(d) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard
to principles of conflicts of law.
(e) Partial Invalidity. 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.
(f) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided
in this Agreement, PFPC hereby disclaims all representations
and warranties, express or implied, made to the Fund or any
other person, including, without limitation, any warranties
regarding quality, suitability, merchantability, fitness for a
particular purpose or otherwise (irrespective of any course of
dealing, custom or usage of trade), of any services or any
goods provided incidental to services provided under this
Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this
Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding
execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /s/ James L. Fox
Title: Chairman
ALLEGHANY FUNDS
By: /s/ Gerald F. Dillenburg
Title: Vice President
------------------------------------
Business Approval
By:________________
------------------------------------
Date:__________
Legal Approval
By:___________________
Date:__________
EXHIBIT A
THIS EXHIBIT A, dated as of April 1, 2000, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of April 1, 2000, between PFPC Inc.
and Alleghany Funds.
PORTFOLIOS
Alleghany / Chicago Trust Money Market Fund
Alleghany / Chicago Trust Municipal Bond Fund
Alleghany / Chicago Trust Bond Fund
Alleghany/Chicago Trust Balanced Fund
Alleghany/Chicago Trust Talon Fund
Alleghany/Chicago Trust Growth & Income Fund
Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Montag & Caldwell Growth Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
