SHAREHOLDER ACCOUNT SERVICING AGREEMENT
THIS AGREEMENT, made this 13th day of December, 1995, by and between Piper
Funds Inc.--II, a Minnesota corporation (the "Company"), on behalf of Adjustable
Rate Mortgage Securities Fund, the Company's sole series of common stock, and
Xxxxx Xxxxxxx Inc., a Delaware corporation ("Xxxxx Xxxxxxx").
WITNESSETH:
WHEREAS, the Company has entered into an Agency Agreement with Investors
Fiduciary Trust Company ("IFTC") pursuant to which IFTC was appointed as
Transfer Agent and Dividend Disbursing Agent for the Funds; and
WHEREAS, management of the Company has determined that it would be in the
best interests of each Fund and its shareholders to maintain with IFTC certain
omnibus accounts, with each such account representing the accounts of a number
of individual shareholders who maintain accounts with Xxxxx Xxxxxxx, and to have
Xxxxx Xxxxxxx provide transfer agent and dividend disbursing agent services for
such underlying individual shareholder accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. SCOPE OF APPOINTMENT.
(a) Subject to the conditions set forth in this Agreement, the Company
hereby appoints Xxxxx Xxxxxxx to perform certain transfer agent and dividend
disbursing agent services, and Xxxxx Xxxxxxx accepts such appointment.
(b) Such services shall be provided with respect to all individual
shareholder accounts encompassed within the omnibus accounts referenced above.
(c) Xxxxx Xxxxxxx agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder in accordance with
industry practice.
(d) Xxxxx Xxxxxxx agrees to perform the usual and ordinary services of
transfer agent and dividend disbursing agent not performed by IFTC with respect
to the shareholder accounts outlined in Section 1(b), including, without
limitation, the following: maintaining all shareholder accounts; preparing
shareholder meeting lists; mailing shareholder reports and prospectuses;
tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding
taxes on non-resident alien and foreign corporation accounts; preparing and
mailing checks for disbursement of income dividends and capital gains
distributions; preparing and filing U.S. Treasury Department Form 1099 for all
shareholders; preparing and mailing confirmation
forms to shareholders and dealers with respect to all purchases, exchanges and
liquidations of Fund shares and other transactions in shareholder accounts for
which confirmations are required; recording reinvestments of dividends and
distributions in Fund shares; recording redemptions of Fund shares; and
preparing and mailing checks for payments upon redemption and for disbursements
to withdrawal plan holders.
(e) Xxxxx Xxxxxxx shall perform all services relating to shareholder
transactions, share redemptions and maintaining shareholder accounts on the same
business day as the request for the transaction is received. Xxxxx Xxxxxxx
shall perform all services relating to payouts of monies no later than three
business days following the date of receipt of the request for the transaction.
Xxxxx Xxxxxxx shall perform all services relating to the provision of
confirmations no later than three business days following the transaction. Any
activities not enumerated will be fulfilled no later than the time required by
applicable law. In each case the time standards will be adjusted to meet any
applicable requirements of law. The time frames above include not only the
performance of the activity, but the appropriate quality control and mailing of
the related checks, confirms, letters or other documents.
Xxxxx Xxxxxxx will maintain records of its performance, available to the
Company for inspection upon reasonable notice.
2. COMPENSATION. As compensation for the services to be provided by Xxxxx
Xxxxxxx hereunder, each Fund will pay to Xxxxx Xxxxxxx an annual per-account fee
as set forth in Exhibit A hereto. Such fee shall be payable on a monthly basis
at a rate of 1/12th of the annual per-account charge, with payment being made
within ten business days following the end of the month covered by such payment.
Such fee covers all services outlined in Section 1(d) with the exception of
preparing shareholder meeting lists and mailing shareholder reports and
prospectuses. These services, along with proxy processing (if applicable) and
other special service requests, will be billable as performed at a mutually
agreed upon fee in addition to the annual fee as noted, provided that such
mutually agreed upon fee shall be fair and reasonable in light of the usual and
customary charges made by others for services of the same nature and quality.
3. RECORDS.
(a) Xxxxx Xxxxxxx will maintain customary records in connection with its
agency appointment hereunder, and in particular will maintain those records
required to be maintained pursuant to subparagraph 2(iv) of paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
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(b) To the extent required by Section 31 of the 1940 Act and the rules and
regulations thereunder, Xxxxx Xxxxxxx agrees that all records maintained by
Xxxxx Xxxxxxx relating to the services to be performed by it under this
Agreement are the property of the Company and will be preserved in accordance
with Rule 31a-2 under the 1940 Act and will be surrendered promptly to the
Company upon request.
4. COMPLAINTS AND REGULATORY ACTIONS. Xxxxx Xxxxxxx and the Company shall
cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to Xxxxx Xxxxxxx, the Company, their affiliates
(as defined in the 0000 Xxx) and/or their agents, representatives or employees
to the extent that such investigation or proceeding is in connection with the
services subject to this Agreement. Without limiting the foregoing, the parties
shall notify each other promptly of the receipt of notice of any such
investigation or proceeding and of any customer complaint relating to or learned
of in the course of the provision of services subject to this Agreement.
In the case of any such customer complaint, Xxxxx Xxxxxxx and the Company
and their affiliates shall cooperate in investigating such complaint. Any
response to a customer complaint relating to the Company must be approved in
writing by the Company prior to it being sent to the customer or any regulatory
authority. The Company agrees to review any such response to such substantive
complaint prepared by Xxxxx Xxxxxxx within three (3) business days of its
receipt by the Company, except that, if a more prompt response is required, the
Company shall review such response within the required shorter time period. Any
response by Xxxxx Xxxxxxx to a customer complaint which relates to Xxxxx Xxxxxxx
or its affiliates shall be provided to the Company no later than the time it is
provided to the customer or any regulatory authority.
5. FUND SHARES HELD ON BEHALF OF XXXXX XXXXXXX CLIENTS. Fund shares held
by Xxxxx Xxxxxxx on behalf of a client of Xxxxx Xxxxxxx shall be carried in a
custody account for the exclusive benefit of clients of Xxxxx Xxxxxxx and shall
not be subject to any right, charge, security interest, lien or other claim
against Xxxxx Xxxxxxx in favor of the Company or any Fund.
6. INDEMNIFICATION.
(a) Xxxxx Xxxxxxx will not be responsible for, and the Company will hold
harmless and indemnify Xxxxx Xxxxxxx from and against, any loss by or liability
to the Company or a third party, including attorneys' fees, in connection with
any claim or suit asserting any such liability arising out of or attributable to
actions taken by Xxxxx Xxxxxxx pursuant to this Agreement, unless Xxxxx Xxxxxxx
has acted negligently or in bad faith. Without limitation of the foregoing:
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(i) at any time Xxxxx Xxxxxxx may apply to any officer of the Company
for instructions, and may consult with legal counsel for the Company or its
own legal counsel at the expense of the Company, with respect to any matter
arising in connection with its agency, and Xxxxx Xxxxxxx will not be liable
for any action taken or omitted by it in good faith reliance upon such
instructions or upon the opinion of such counsel; and
(ii) Xxxxx Xxxxxxx may rely upon and will be protected in acting upon
any paper or document reasonably believed by it to be genuine and to have
been signed by the proper person or persons and will not be held to have
notice of any change of authority of any person until receipt of written
notice thereof from the Company.
(b) Xxxxx Xxxxxxx will hold harmless and indemnify the Company from and
against any loss or liability arising out of Xxxxx Xxxxxxx'x failure to comply
with the terms of this Agreement or arising out of Xxxxx Xxxxxxx'x negligence,
misconduct or bad faith.
7. INTERPRETATION; GOVERNING LAW. This Agreement shall be subject to and
interpreted in accordance with all applicable provisions of law, including,
without limitation, the 1940 Act and the rules and regulations promulgated
thereunder. To the extent the provisions herein contained conflict with any
such applicable provisions of law, the latter shall control. The laws of the
State of Minnesota shall otherwise govern the construction, validity and effect
of this Agreement.
8. EFFECTIVE DATE; DURATION; TERMINATION.
(a) This Agreement shall be effective as of the date first set forth
above.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect from year to year but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act), by vote cast in person at a meeting called for the purpose of voting on
such approval.
(c) This Agreement may be terminated at any time without the payment of
any penalty by either party upon not less than 60 days' written notice to the
other party. Upon the effective termination date, Xxxxx Xxxxxxx shall make
available to the Company or its designated record keeping successor all of the
records of the Company maintained under this Agreement then in Xxxxx Xxxxxxx'x
possession.
(d) This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the 0000 Xxx) unless such assignment
is
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approved in advance by the Board of Directors, including a majority of the
directors of the Company who are not parties to this Agreement or "interested
persons" of any such party (as defined in the 1940 Act).
9. AMENDMENTS. No material amendment to this Agreement shall be effective
until approved by Xxxxx Xxxxxxx and by a vote of the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: PIPER FUNDS INC.--II
/s/ XXXXX X. XXXXXXXXX By /s/ XXXXXX X. XXXXXX
-------------------------------- -----------------------------
Its SENIOR VICE PRESIDENT
----------------------------
ATTEST: XXXXX XXXXXXX INC.
/s/ XXXXX X. XXXXXXXXX By /s/ XXXXXXX X. XXXXX
-------------------------------- -----------------------------
Its PRESIDENT
----------------------------
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EXHIBIT A TO SHAREHOLDER ACCOUNT SERVICING AGREEMENT
SCHEDULE OF CHARGES
FUND PER ACCOUNT CHARGE
---- ------------------
Adjustable Rate Mortgage $7.50 per active account
Securities Fund
$1.60 per closed account
An active account is defined as an account that has a balance of shares. A
closed account is defined as an account that does not have a balance of shares
but has had activity within the past 12 months.
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