TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 22nd day of
December, 1998, by and between La Crosse Funds, Inc.,
a Wisconsin corporation (the "Corporation"), and
Sunstone Financial Group, Inc., a Wisconsin corporation
("Sunstone"):
WHEREAS, the Corporation is registered under the
Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company and
is authorized to issue shares of common stock
("Shares") in separate series with each such series
representing the interests in a separate portfolio of
securities and other assets;
WHEREAS, the Corporation and Sunstone desire to
enter into an agreement pursuant to which Sunstone
shall provide certain transfer agency services to such
investment portfolios of the Corporation as are listed
on Schedule A hereto and any additional investment
portfolios the Corporation and Sunstone may agree upon
and include on Schedule A as such Schedule may be
amended from time to time (such investment portfolios
and any additional investment portfolios are
individually referred to as a "Fund" and collectively
the "Funds").
NOW, THEREFORE, in consideration of the mutual
promises and agreements herein contained and other good
and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:
ARTICLE I
APPOINTMENT OF TRANSFER AGENT
A. Appointment.
1. The Corporation hereby appoints Sunstone
as transfer agent and dividend disbursing agent of all
the Shares of the Funds during the period of this
Agreement, and Sunstone hereby accepts such appointment
as transfer agent and dividend disbursing agent and
agrees to perform the duties thereof as hereinafter set
forth.
2. Sunstone shall perform the transfer agent
and dividend disbursing agent services described on
Schedule B hereto. To the extent that the Corporation
requests Sunstone to perform any additional services,
Sunstone and the Corporation shall mutually agree as to
the services to be accomplished, the manner of
accomplishment and the compensation to which Sunstone
shall be entitled with respect thereto.
3. Sunstone may, in its discretion, appoint in
writing other parties qualified to perform transfer
agency services reasonably acceptable to the
Corporation (individually, a "Sub-transfer Agent") to
carry out some or all of its responsibilities under
this Agreement with respect to a Fund; provided,
however, that unless the Corporation shall enter into a
written agreement
with such Sub-transfer Agent, the Sub-
transfer Agent shall be the agent of Sunstone and not
the agent of the Corporation or such Fund and, in such
event Sunstone shall be fully responsible for the acts
or omissions of such Sub-transfer Agent and shall not
be relieved of any of its responsibilities hereunder by
the appointment of such Sub-transfer Agent.
4. Subject to Sunstone's duty to act in good
faith with respect to the services, obligations and
covenants described in this Agreement, Sunstone shall
have no duties or responsibilities whatsoever hereunder
except such duties and responsibilities as are
specifically set forth in this Agreement, and no
covenant or obligation shall be implied in this
Agreement against Sunstone.
B. Documents/Records/Authorizations.
1. In connection with such appointment, the
Corporation shall deliver or cause to be delivered the
following documents to Sunstone:
a) A copy of the Articles of Incorporation
and By-laws of the Corporation and all amendments
thereto, each certified by the Secretary of the
Corporation;
b) A certificate signed by an officer of
the Corporation specifying: the number of authorized
Shares and the number of such authorized Shares issued
and currently outstanding, if any;
c) A certified copy of the resolutions of
the Board of Directors of the Corporation appointing
Sunstone as transfer agent and dividend disbursing
agent and authorizing the execution of this Transfer
Agency Agreement on behalf of the Funds; and
d) Copies of the Corporation's Registration
Statement, as amended to date, and the most recently
filed Post-Effective Amendment thereto, filed by the
Corporation with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "1933
Act"), and under the 1940 Act, as amended, together
with any applications filed in connection therewith.
2. The Corporation agrees to deliver or to
cause to be delivered to Sunstone in Milwaukee,
Wisconsin, at the Corporation's expense, all of its
shareholder account records relating to the Funds in a
format acceptable to Sunstone and all such other
documents, records and information as Sunstone may
reasonably request in order for Sunstone to perform its
services hereunder.
3. The Corporation agrees to deliver or cause
to be delivered to Sunstone from time to time the
certificate required by Article III, Section D(1) of
this Agreement, signed by an officer of the Corporation
and designating the names of the individuals authorized
to provide oral instructions and to sign written
instructions and requests on behalf of the Corporation
(hereinafter referred to individually as an "Authorized
Person" and collectively as "Authorized Persons").
ARTICLE II
COMPENSATION & EXPENSES
A. Compensation. In consideration for its services
hereunder as transfer agent and dividend disbursing
agent, each Fund will pay to Sunstone such compensation
as provided in Schedule C.
B. Expenses. The Corporation on behalf of each
Fund also agrees to promptly reimburse Sunstone for all
reasonable out-of-pocket expenses or disbursements
incurred by Sunstone in connection with the performance
of services under this Agreement including, but not
limited to, expenses for postage, express delivery
services, freight charges, envelopes, checks, drafts,
forms (continuous or otherwise), specially requested
reports and statements, bank account service fees and
charges, telephone calls, telegraphs, stationery
supplies, outside printing and mailing firms, magnetic
tapes, reels or cartridges (if sent to a Fund or to a
third party at a Fund's request) and magnetic tape
handling charges, on-site and off-site record storage,
media for storage of records (e.g., microfilm,
microfiche, optical platters, computer tapes and
disks), computer equipment installed at a Fund's
request at a Fund's or a third party's premises,
telecommunications equipment,
telephone/telecommunication lines between the
Corporation and its agents, on one hand, and Sunstone
on the other, proxy soliciting, processing and/or
tabulating costs, second site back-up computer
facility, transmission of statement data for remote
printing or processing, and transaction fees to the
extent any of the foregoing are paid by Sunstone. Such
expenses shall not include personnel charges except
with the prior approval of an Authorized Person. If
requested by Sunstone, postage and other out-of-pocket
expenses are payable in advance, and in the event
requested, postage is due at least seven days prior to
the anticipated mail date. Other out-of pocket expenses
are payable in advance if so requested by Sunstone. In
the event Sunstone requests advance payment, Sunstone
shall not be obligated to incur such expenses or
perform the related service(s) until payment is
received. Sunstone may, at its option, arrange to have
various service providers submit invoices directly to
the Corporation for payment of out-of pocket expenses
reimbursable hereunder.
C. Payment Procedures.
1. Amounts due hereunder shall be due and paid
by the respective Fund on or before the thirtieth
(30th) day after the date of the statement therefor
(the "Due Date"). Service fees are billed monthly, and
out-of-pocket expenses are billed as incurred (unless
prepayment is requested by Sunstone). Sunstone may, at
its option, arrange to have various service providers
submit invoices directly to the Funds for payment of
out-of-pocket expenses reimbursable hereunder. The
Corporation is aware that its failure to pay all
amounts in a timely fashion so that they will be
received by Sunstone on or before the Due Date will
give rise to costs to Sunstone not contemplated by this
Agreement, including but not limited to carrying,
processing and accounting charges. Accordingly, in the
event that any amounts due hereunder are not received
by Sunstone by the Due Date, the Corporation shall pay
a late charge equal to one percent (1.0%) per month or
the maximum amount permitted by law, whichever is less,
until paid in full. In
addition, the Corporation shall
pay reasonable attorney's fees and court costs of
Sunstone if any amounts due Sunstone are collected by
or through an attorney. The parties hereby agree that
such late charge represents a fair and reasonable
computation of the costs incurred by reason of late
payment or payment of amounts not properly due.
Acceptance of such late charge shall in no event
constitute a waiver of a Fund's default or prevent
Sunstone from exercising any other rights and remedies
available to it.
2. In the event that any charges are disputed,
the Fund shall, on or before the Due Date, pay all
undisputed amounts due hereunder and notify Sunstone in
writing of any disputed charges for out-of-pocket
expenses which it is disputing in good faith. Payment
for such disputed charges shall be due on or before the
close of the fifth (5th) business day after the day on
which Sunstone provides to the Corporation
documentation which an objective observer would agree
reasonably supports the disputed charges (the "Revised
Due Date"). Late charges shall not begin to accrue as
to charges disputed in good faith until the first day
after the Revised Due Date.
ARTICLE III
PROCESSING AND PROCEDURES
A. Issuance, Redemption and Transfer of Shares
1. Sunstone acknowledges that it has received a
copy of each Fund's Prospectus (as hereinafter
defined), which Prospectus describes how sales and
redemptions of shares of each Fund shall be made and
Sunstone agrees to accept purchase orders and
redemption requests with respect to Fund shares on each
Fund Business Day in accordance with such Prospectus.
"Fund Business Day" shall be deemed to be each day on
which the New York Stock Exchange is open for trading,
and "Prospectus" shall mean the last Fund prospectus
actually received by Sunstone from the Fund with
respect to which the Fund has indicated a registration
statement under the 1933 Act has become effective,
including the Statement of Additional Information,
incorporated by reference therein.
2. On each Fund Business Day Sunstone shall, as
of the time at which the net asset value of each Fund
is computed, issue to and redeem from the accounts
specified in a purchase order or redemption request in
proper form and accepted by the Corporation, which in
accordance with the Prospectus is effective on such
day, the appropriate number of full and fractional
Shares based on the net asset value per Share of the
respective Fund specified in a net asset value
calculation received on such Fund Business Day from or
on behalf of the Fund.
3. Upon the issuance of any Shares in
accordance with this Agreement, Sunstone shall not be
responsible for the payment of any original issue or
other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
4. Sunstone shall not be required to issue any
Shares after it has received from an Authorized Person
or from an appropriate federal or state authority
written notification that the
sale of Shares has been
suspended or discontinued, and Sunstone shall be
entitled to rely upon such written notification.
5. Upon receipt of a redemption request and
monies paid to it by the Custodian in connection with a
redemption of Shares, Sunstone shall cancel the
redeemed Shares and after making appropriate deduction
for any withholding of taxes required of it by
applicable law, make payment in accordance with the
Fund's redemption and payment procedures described in
the Prospectus.
6. (a) Except as otherwise provided in sub-
paragraph (b) of this paragraph, Shares will be
transferred or redeemed upon presentation to Sunstone
of instructions properly endorsed for transfer or
redemption, accompanied by such documents as Sunstone
deems necessary to evidence the authority of the person
making such transfer or redemption, and bearing
satisfactory evidence of the payment of stock transfer
taxes. Sunstone reserves the right to refuse to
transfer or redeem Shares until it is satisfied that
the instructions are valid and genuine, and for that
purpose it will require, unless otherwise instructed by
an Authorized Person or except as provided in sub-
paragraph (b) of this paragraph, a guarantee of
signature by an "Eligible Guarantor Institution" as
that term is defined by SEC Rule 17Ad-15. Sunstone
also reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it
shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which Sunstone,
in its judgment, deems improper or unauthorized, or
until it is satisfied that there is no reasonable basis
to any claims adverse to such transfer or redemption.
Sunstone may, in effecting transfers and redemptions of
Shares, rely upon those provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer
of securities, and the applicable Fund or Funds shall
indemnify Sunstone for any act done or omitted by it in
good faith in reliance upon such laws. In no event will
a Fund indemnify Sunstone for any act done by it as a
result of willful misfeasance, bad faith, negligence or
reckless disregard of its duties.
(b) Notwithstanding the foregoing or any
other provision contained in this Agreement to the
contrary, Sunstone shall be fully protected by each
Fund in not requiring any instruments, documents,
assurances, endorsements or guarantees, including,
without limitation, any signature guarantees, in
connection with a redemption, or transfer, of Shares
whenever Sunstone reasonably believes that requiring
the same would be inconsistent with the transfer and
redemption procedures as described in the Prospectus.
7. Notwithstanding any provision contained in
this Agreement to the contrary, Sunstone shall not be
required to request, as a condition to any transfer or
redemption of any Shares pursuant to paragraph 6 of
this Article or any redemption of shares pursuant to a
computer tape or electronic data transmission, any
documents to evidence the authority of the person
requesting the transfer or redemption and/or the
payment of any stock transfer taxes, unless Sunstone
has some reasonable basis upon which to question said
authority, and shall be fully protected in acting in
accordance with the applicable provisions of this
Article.
8. In connection with each purchase and each
redemption of Shares, Sunstone shall prepare and send
to shareholders such statements as are prescribed by
the Federal securities laws applicable to transfer
agents or as described in the Prospectus. It is
understood that certificates representing Shares will
not be offered by the Corporation or available to
investors.
9. Procedures for effecting purchase,
redemption or transfer transactions accepted from
investors by telephone or other methods shall be
established by mutual agreement between the Corporation
and Sunstone consistent with the terms of the
Prospectus. Sunstone upon written notice to the
Corporation may establish such additional procedures,
rules and regulations governing the purchase,
redemption or transfer of Shares, as it may deem
advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer
agents. Sunstone shall not be liable, and shall be held
harmless by the Corporation, for its actions or
omissions which are consistent with the foregoing
procedures.
10. Prior to the effective date of any increase
or decrease in the total number of Shares authorized to
be issued, or the issuance of any additional Shares of
a Fund pursuant to stock dividends, stock splits,
recapitalizations, capital adjustments or similar
transactions, the Corporation agrees to deliver to
Sunstone such documents, certificates, reports and
legal opinions as Sunstone may reasonably request.
B. Dividends and Distributions.
1. The Corporation shall furnish to Sunstone a
copy of a resolution of its Board of Directors,
certified by an Authorized Person, either (i) setting
forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the
case may be, thereof, the record date as of which
shareholders entitled to payment, or accrual, as the
case may be, shall be determined, the amount per Share
of such dividend or distribution, the payment date on
which all previously accrued and unpaid dividends are
to be paid, and the total amount, if any, payable to
Sunstone (as dividend disbursing agent) on such payment
date, or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis
and authorizing Sunstone to rely on a certificate of an
Authorized Person setting forth the information
described in subsection (i) of this paragraph.
2. In connection with a reinvestment of a
dividend or distribution of Shares of a Fund, Sunstone
shall as of each Fund Business Day, as specified in a
certificate or resolution described in paragraph 1,
issue Shares of the Fund based on the net asset value
per Share of such Fund specified in instructions
received from or on behalf of the Fund on such Fund
Business Day.
3. Upon the mail date specified in such
certificate or resolution, as the case may be, the
Corporation shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an
account in the name of Sunstone on behalf of a Fund, an
amount of cash, if any, sufficient for Sunstone to make
the payment, as of the mail date, specified in such
certificate or resolution, as the case may be, to the
shareholders who were of record on the record date.
Sunstone will, upon receipt of any such cash, make
payment of such cash dividends or distributions to the
shareholders of record as of the record date. Sunstone
shall not be liable for any improper payments made in
good faith and without negligence, in accordance with a
certificate or resolution described in the preceding
paragraph. If Sunstone shall not receive from the
Custodian sufficient cash to make payments of any cash
dividend or distribution to all shareholders of a Fund
as of the record date, Sunstone shall, upon notifying
the Fund, withhold payment to all shareholders of
record as of the record date until sufficient cash is
provided to Sunstone.
4. It is understood that Sunstone in its
capacity as transfer agent and dividend disbursing
agent shall in no way be responsible for the
determination of the rate or form of dividends or
capital gain distributions due to the shareholders
pursuant to the terms of this Agreement. It is
expressly agreed and understood that Sunstone is not
liable for any loss as a result of processing a
distribution based on information provided in the
Certificate that is incorrect. The Funds agree to pay
Sunstone for any and all costs, both direct and out-of-
pocket expenses, incurred in such corrective work as
necessary to remedy such error, provided that Sunstone
has acted in good faith and without negligence.
5. It is understood that Sunstone shall file
with the Internal Revenue Service and send to
shareholders such appropriate federal tax forms
concerning the payment of dividend and capital gain
distributions but shall in no way be responsible for
the collection or withholding of taxes due on such
dividends or distributions due to shareholders, except
and only to the extent required by applicable law.
C. Records.
1. Sunstone shall keep such records as are
specified in Schedule D hereto in the form and manner,
and for such period, as it may deem advisable but not
inconsistent with the rules and regulations of
appropriate government authorities, in particular Rules
31a-2 and 31a-3 under the 1940 Act. Sunstone may
deliver to the Corporation from time to time at its
discretion, for safekeeping or disposition by the
Corporation in accordance with law, such records,
papers and documents accumulated in the execution of
its duties as such transfer agent, as Sunstone may deem
expedient, other than those which Sunstone is itself
required to maintain pursuant to applicable laws and
regulations. The Corporation shall assume all
responsibility for any failure thereafter to produce
any record, paper, or other document so returned, if
and when required. To the extent required by Section
31 of the 1940 Act and the rules and regulations
thereunder, the records specified in Schedule D hereto
maintained by Sunstone, which have not been previously
delivered to the Corporation pursuant to the foregoing
provisions of this paragraph, shall be considered to be
the property of the Corporation, shall be made
available upon request for inspection by the officers,
employees, and auditors of the Corporation, and shall
be delivered to the Corporation promptly upon request
and in any event upon the date of termination of this
Agreement, in the form and manner kept by Sunstone on
such date of termination or such earlier date as may be
requested by the Corporation.
2. Sunstone agrees to keep all records and
other information relative to the Corporation, the
Funds and their shareholders confidential. In case of
any requests or demands for the inspection of the
shareholder records of a Fund, Sunstone will endeavor
to notify the Fund promptly and to secure instructions
from an Authorized Person as to such inspection.
Sunstone reserves the right, however, to exhibit the
shareholder records to any person whenever it believes
that there is a reasonable likelihood that Sunstone
will be held liable for the failure to exhibit the
shareholder records to such person; provided, however,
that in connection with any such disclosure Sunstone
shall promptly notify the Corporation that such
disclosure has been made or is to be made.
Notwithstanding the foregoing, Sunstone may disclose
information when requested by a shareholder concerning
an account as to which such shareholder claims a legal
or beneficial interest or when requested by the
Corporation, the shareholder or the dealer of record as
to such account.
D. Miscellaneous.
Upon the execution of this Agreement, the
Corporation shall provide Sunstone with a certificate
containing the names of the initial Authorized Persons.
Any officer of the Corporation has the authority to
appoint additional Authorized Persons, to limit or
revoke the authority of any previously Authorized
Person, and to certify to Sunstone the names of the
Authorized Persons from time to time. The Corporation
shall provide Sunstone with an updated certificate
evidencing the appointment, removal or change of
authority of any Authorized Person, it being understood
Sunstone shall not be held to have notice of any change
in the authority of any Authorized Person until receipt
of written notice thereof from the Corporation.
ARTICLE IV
CONCERNING THE CORPORATION
A. Representations. The Corporation represents and
warrants to Sunstone that:
(a) It is a corporation duly organized and
existing under the laws of the State of Wisconsin, it
is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform
this Agreement, and all requisite corporate proceedings
have been taken to authorize it to enter into and
perform this Agreement.
(b) It is an investment company registered under
the 1940 Act.
(c) A registration statement under the 1933 Act
with respect to the Shares is effective.
(d) Each officer of the Corporation has the
authority to appoint additional Authorized Persons, to
limit or revoke the authority of any previously
Authorized Person, and to certify to Sunstone the names
of the Authorized Persons from time to time.
B. Covenants.
1. The Corporation will provide to Sunstone
copies of all amendments to its Articles of
Incorporation and By-laws made after the date of this
Agreement. If requested by Sunstone, each copy of the
Articles of Incorporation of the Corporation and copies
of all amendments thereto shall be certified by the
Secretary of the Corporation. Each copy of the By-Laws
and copies of all amendments thereto, and copies of
resolutions of the Board of Directors, shall be
certified by the Secretary of the Corporation, if
requested by Sunstone.
2. The officers shall promptly deliver to
Sunstone written notice of any change in the Authorized
Persons, together with a specimen signature of each new
Authorized Person.
3. The Corporation shall deliver to Sunstone
each Fund's currently effective Prospectus and, for
purposes of this Agreement, Sunstone shall not be
deemed to have notice of any information contained in
such Prospectus until five (5) business days after it
is actually received by Sunstone.
4. All requisite steps will be taken by the
Corporation from time to time when and as necessary to
register the Corporation's shares for sale in all
states in which the Corporation's shares shall at the
time be offered for sale and require registration. If
at any time the Corporation receives notice of any stop
order or other proceeding in any such state affecting
such registration or the sale of the Corporation's
shares, or of any stop order or other proceeding under
the federal securities laws affecting the registration
or sale of the Corporation's shares, the Corporation
will give prompt notice thereof to Sunstone.
5. The Corporation will comply with all
applicable requirements of the 1933 Act, the Securities
Exchange Act of 1934, as amended, the 1940 Act, blue
sky laws, and any other applicable laws, rules and
regulations.
6. The Corporation agrees that prior to
effecting any change in the Prospectus which would
increase or alter the duties and obligations of
Sunstone hereunder, it shall advise Sunstone of such
proposed change at least 30 days prior to the intended
date of the same, and shall proceed with such change
only if it shall have received the written consent of
Sunstone thereto, which shall not be unreasonably
withheld.
ARTICLE V
CONCERNING THE TRANSFER AGENT
A. Representations. Sunstone represents and
warrants to the Fund that:
(a) It is a corporation duly organized and
existing under the laws of the State of Wisconsin, is
empowered under applicable law and by its Articles of
Incorporation to enter into
and perform this Agreement,
and all requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement.
(b) It is duly registered as a transfer agent
under Section 17A of the Securities Exchange Act of
1934, as amended, to the extent required, and will
comply with all applicable laws in performing its
services hereunder.
(c) Sunstone acknowledges that the
Corporation has inquired of Sunstone as to the Year
2000 compliance status of its computer systems and
software and those of its software vendors. Sunstone
shall report to the Board of the Corporation at least
quarterly as to the Year 2000 compliance status of its
mission critical computer systems and software .
B. Limitation of Liability.
1. Sunstone shall not be liable for any loss or
damage, including counsel fees, resulting from its
actions or omissions to act or otherwise, except for
any loss or damage arising out of its bad faith,
willful misfeasance, negligence or reckless disregard
of its duties under this Agreement. Sunstone shall not
be liable and shall be indemnified in acting upon any
writing or document reasonably believed by it to be
genuine and to have been signed or made by an
Authorized Person or verbal instructions which the
individual receiving the instructions on behalf of
Sunstone reasonably believes in good faith to have been
given by an Authorized Person, and Sunstone shall not
be held to have any notice of any change of authority
of any person until receipt of written notice thereof
from an Authorized Person.
2. Sunstone assumes no responsibility
hereunder, and shall not be liable, for any damage,
loss of data, errors, delay or any other loss
whatsoever caused by events beyond its reasonable
control. Sunstone will, however, take all reasonable
steps to minimize service interruptions for any period
that such interruption continues beyond Sunstone's
control.
3. In no event and under no circumstances shall
either party to this Agreement be liable to anyone,
including, without limitation to the other party, for
consequential or punitive damages for any act or
failure to act under any provision of this Agreement
even if advised of the possibility thereof.
C. Indemnification.
1. The Corporation shall indemnify and hold
harmless Sunstone from and against any and all claims,
demands, losses, damages, costs, charges, payments,
expenses (including reasonable attorney's fees) and
liabilities of any and every nature which Sunstone may
sustain or incur or which may be asserted against
Sunstone by any person arising out of or attributable
to any action or failure or omission to act by Sunstone
in good faith and without negligence or willful
misconduct, or in reliance upon (i) any provision of
this Agreement; (ii) the Prospectus; (iii) any
instrument or order reasonably believed by it to be
genuine and to be signed, countersigned or executed by
an Authorized Person; (iv) any other instructions of an
Authorized
Person; or (v) any opinion of legal counsel
for the Corporation or, if approved by the Corporation,
for Sunstone. In addition, the Corporation shall
indemnify and hold harmless Sunstone from and against
any and all claims (whether with or without basis in
fact or law), demands, expenses (including reasonable
attorney's fees) and liabilities of any and every
nature which Sunstone may sustain or incur or which may
be asserted against Sunstone by any person by reason of
or as a result of any action taken or omitted to be
taken by Sunstone in good faith in connection with its
appointment or in reliance upon any law, act,
regulation or any interpretation of the same.
2. Sunstone shall indemnify and hold harmless
the Corporation from and against any and all claims,
demands, losses, damages, costs, charges, payments,
expenses (including reasonable attorney's fees) and
liabilities of any and every nature which the
Corporation may sustain or incur or which may be
asserted against the Corporation by any person arising
out of or attributable to any action or failure or
omission to act by Sunstone as a result of Sunstone's
lack of good faith, negligence, willful misconduct or
reckless disregard of its duties under this Agreement.
3. The party seeking indemnification under this
Section (C) (the "Indemnified Party") shall not settle
any claim, demand, expense or liability to which it may
seek indemnity (each, an "Indemnifiable Claim") without
the express written consent of the party against which
indemnification is sought (the "Indemnifying Party").
The Indemnified Party shall notify the Indemnifying
Party promptly after receipt of notification of an
Indemnifiable Claim, provided that the failure to
furnish such notification shall not impair the
Indemnified Party's right to seek indemnification
unless the Indemnifying Party is unable to adequately
defend the Indemnifiable Claim as a result of such
failure, and further provided, that if as a result of
the failure to provide timely notice of the institution
of litigation a judgment by default is entered, prior
to seeking indemnification, the Indemnified Party, at
its own cost and expense, shall open such judgment.
The Indemnifying Party shall have the right to defend
any Indemnifiable Claim at its own expense, provided
that such defense shall be conducted by counsel
selected by the Indemnifying Party and reasonably
acceptable to the Indemnified Party. The Indemnified
Party may join in such defense at its own expense, but
to the extent that it shall so desire the Indemnifying
Party shall direct such defense. The Indemnifying
Party shall not settle any Indemnifiable Claim without
the express written consent of the Indemnified Party if
the Indemnified Party determines that such settlement
would have an adverse effect on the Indemnified Party
beyond the scope of this Agreement. In such event,
each of the Indemnifying Party and the Indemnified
Party shall be responsible for their own defense at
their own cost and expense, and such claim shall not be
deemed an Indemnifiable Claim hereunder. If the
Indemnifying Party shall fail or refuse to defend an
Indemnifiable Claim, the Indemnified Party may provide
its own defense at the cost and expense of the
Indemnifying Party. Anything in this Agreement to the
contrary notwithstanding, the Indemnifying Party shall
not indemnify the Indemnified Party against any
liability or expense arising out of the Indemnified
Party's willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under
this Agreement.
4. The indemnity and defense provisions
provided hereunder shall indefinitely survive the
termination of this Agreement.
D. Procedures.
1. At any time Sunstone may apply to an
Authorized Person of the Corporation for written
instructions with respect to any matter arising in
connection with Sunstone's duties and obligations under
this Agreement, and Sunstone shall not be liable for
any action taken or permitted by it in good faith in
accordance with such written instructions. Such
application by Sunstone for written instructions from
an Authorized Person of the Corporation may set forth
in writing any action proposed to be taken or omitted
by Sunstone with respect to its duties or obligations
under this Agreement and the date on and/or after which
such action shall be taken. Sunstone shall not be
liable for any action taken or omitted in accordance
with a proposal included in any such application on or
after the date specified therein unless, prior to
taking or omitting any such action, Sunstone has
received written instructions in response to such
application specifying the action to be taken or
omitted. Sunstone may consult counsel of the
Corporation, or upon prior notice and approval from the
Corporation, its own counsel, at the expense of the
Corporation and shall be fully protected with respect
to anything done or omitted by it in good faith in
accordance with the advice or opinion of counsel to the
Corporation or its own counsel.
2. Notwithstanding any of the foregoing
provisions of this Agreement, Sunstone shall be under
no duty or obligation under this Agreement to inquire
into, and shall not be liable for:
(a) The legality of the issue or sale of any
Shares, the sufficiency of the amount to be received
therefor, or the authority of the Corporation, as the
case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or
of a redemption of any Shares (but the foregoing shall
not limit Sunstone's obligations pursuant to Article
III (A)(6) of this Agreement), the propriety of the
amount to be paid therefor, or the authority of the
Corporation, as the case may be, to request such
transfer or redemption;
(c) The legality of the declaration of any
dividend by the Corporation, on behalf of a Fund or
Funds, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
ARTICLE VI
TERM
1. This Agreement shall become effective with
respect to each Fund listed on Schedule A hereof as of
the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is
executed. This Agreement shall continue in effect with
respect to each Fund for a period of one-year from the
date hereof. Thereafter, if not terminated as provided
herein, this Agreement shall continue automatically in
effect as to each Fund for successive annual periods.
Each party, in addition to any other rights and
remedies, shall have the right to terminate this
Agreement at any time upon the material breach of this
Agreement by the other party. In the event of a
material breach, the non-breaching party shall notify
the breaching party in writing of such breach and upon
receipt of such notice, the breaching party shall have
45 days to remedy the breach or the non-breaching party
may forthwith terminate this Agreement upon the
expiration of said period.
2. This Agreement may be terminated with
respect to any one or more particular Funds without
penalty (i) upon mutual consent of the parties, or
(ii) by either party upon not less than sixty (60)
days' written notice to the other party (which notice
may be waived by the party entitled to the notice). In
the event such notice is given by the Corporation, it
shall be accompanied by a copy of a resolution of the
Board of Directors of the Corporation, certified by the
Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating the successor
transfer agent or transfer agents. In the event such
notice is given by Sunstone, the Corporation shall on
or before the termination date, deliver to Sunstone a
copy of a resolution of its Board of Directors
certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer
agents. In the absence of such designation by the
Corporation, the Corporation shall upon the date
specified in the notice of termination of this
Agreement and delivery of the records maintained
hereunder, be deemed to be its own transfer agent and
Sunstone shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement. Fees and
out-of-pocket expenses incurred by Sunstone, but unpaid
by the Corporation upon such termination, shall be
immediately due and payable upon and notwithstanding
such termination.
3. In the event this Agreement is terminated as
provided herein, Sunstone, upon the written request of
the Corporation, shall deliver the records of the
Corporation to the Corporation or its successor
transfer agent in the form maintained by Sunstone. The
Corporation shall be responsible to Sunstone for all
out-of-pocket expenses and for the reasonable costs and
expenses associated with the preparation and delivery
of such media, including: (a) any custom programming
requested by the Corporation in connection with the
preparation of such media; (b) transportation of forms
and other Corporation materials used in connection with
the processing of Fund transactions by Sunstone; and
(c) transportation of the Corporation's records and
files in the possession of Sunstone. In addition, in
the event of termination of this Agreement, or the
proposed liquidation or merger of the Corporation or a
Fund(s), and the Corporation requests the Sunstone to
provide services in connection therewith, Sunstone
shall provide such services and be entitled to such
compensation as the parties may mutually agree.
Sunstone shall not reduce the level of service provided
to the Corporation following notice of termination by
the Corporation and, subject to this subparagraph 3,
shall assist the Corporation in the transition of the
functions to the successor transfer agent.
ARTICLE VII
MISCELLANEOUS
A. Notices. Any notice or other instrument in
writing, authorized or required pursuant to Article VI
to be given to the Corporation with respect to any Fund
shall be sufficiently given if addressed to the
Corporation and mailed and delivered to the President,
La Crosse Funds, Inc. 000 Xxxx Xxxxxx, Xx Xxxxxx,
Xxxxxxxxx 00000, or at such other place as the
Corporation may from time to time designate in writing.
Any notice or other instrument in writing, authorized
or required pursuant to Article VI to be given to
Sunstone shall be sufficiently given if addressed to
Sunstone and mailed or delivered to the President at
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxx 00000, or at such other place as Sunstone may
from time to time designate in writing.
B. Amendments/Assignments.
1. This Agreement may not be amended or
modified in any manner except by a written agreement
executed by both parties.
2. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective
successors and assigns. This Agreement shall not be
assignable by either party without the written consent
of the other party except that Sunstone may assign this
Agreement to an affiliate with advance written notice
to the Corporation; provided, however, the personnel of
the affiliate have the same or better qualifications
and experience as Sunstone.
C. Wisconsin Law. This Agreement shall be governed
by and construed in accordance with the laws of the
State of Wisconsin. If any part, term or provision of
this Agreement is determined by the courts or any
regulatory authority having jurisdiction over the issue
to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be
considered severable and shall 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.
D. Counterparts. This Agreement may be executed in
any number of counterparts each of which shall be
deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
E. Non-Exclusive; Other Agreements. The services
of Sunstone hereunder are not deemed exclusive and
Sunstone shall be free to render similar services to
others. Except as specifically provided herein, this
Agreement does not in any way affect any other
agreements entered into among the parties hereto and
any actions taken or omitted by any party hereunder
shall not affect any rights or obligations of any other
party thereunder.
F. Captions. The captions in the 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.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective
corporate officer, thereunto duly authorized, as of the
day and year first above written.
SUNSTONE FINANCIAL GROUP, INC. LA CROSSE FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------- -----------------------------
(Signature) (Signature)
Xxxx X. Xxxxxxxxx Xxxxxx X.Xxxxx, President
------------------------ ----------------------------
(Name)
Senior Vice President
-------------------------
(Title)
Schedule A
to the
Transfer Agent Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
LA CROSSE LARGE CAP STOCK FUND
Schedule B
to the
Transfer Agent Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
SERVICES
* Maintenance of shareholder accounts
- Maintain records for each shareholder account;
- Scan account documents for electronic storage;
- Record changes to shareholder account information;
- Maintain account documentation files for each shareholder; and
- Establish and maintain retirement plan accounts.
* Shareholder servicing and shareholder transactions
- Respond to written and telephone (recorded lines)
inquiries from shareholders for information about their accounts;
- Process shareholder purchase and redemption
orders, including those of automatic investment and
systematic withdrawal plans;
- Set up account information, including address,
dividend options, taxpayer identification numbers and
wire instructions;
- Issue transaction confirmations;
- Process transfers and exchanges;
- Process dividend payments by check, wire or ACH or
purchase new shares through dividend reinvestment; and
- Issues customer statements, including consolidated
and duplicate statements.
* Compliance reporting and proxy processing
- Provide required reports to the Securities and
Exchange Commission, the National Association of
Securities Dealers and the states in which each fund is
registered;
- Prepare and distribute to the Internal Revenue
Service required Internal Revenue Service forms 1099,
1042, 5498 and 945 relating to earned income and
capital gains;
- Issue tax withholding reports to the Internal
Revenue Service; and
* Telephone service representatives on-line access
- Respond to shareholder or dealer inquiries related to:
- Account registration;
- Share balances;
- Account options;
- Dividend and capital gain distribution status;
- Withholding status;
- Transaction dates and types;
- Shares traded;
- Address;
- Customer or account type;
- Dealer, branch and rep information;
- Dollars available/not available in the account;
- Shares purchased/redeemed today;
- Dividend accrual, current dividend period; and
- Market value of shares.
* Standard reports Standard reports include:
- Shareholder base analysis
- New account listing
- Purchases, redemptions, exchanges
- Servicing summary
- Rule 12b-1 reports
Schedule C
to the
Transfer Agent Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
FEE SCHEDULE
* Base Fees
Annual Shareholder Minimum Annual Fee
Fund Account Fee Per Fund
Open/Closed
La Crosse Large Cap $17.00/$3.00 $17,000
Stock Fund
The base fee assumes a single class of shares, no load,
no 12b-1 plan, availability of automatic investment
plans and systematic withdrawal plans, quarterly or
less frequent dividend distributions, annual capital
gains distributions, and includes all standard reports.
* One-time set-up fees
New funds set up (per fund) $2,000
NSCC Fund/SEV and Networking set-up (per fund group) $2,500
Voice Response Unit (VRU) set-up $3,000
* Website set-up/TA System Access
Adviser access $3,000
Shareholder data extract $5,000
NAV Link to website $1,500
Custom programming $150 per hour
* Monthly website access fees
Adviser access fee $300/location
Shareholder data extract $500
Shareholder access to accounts $500
NAV link to website $150
* Account maintenance and processing fees
(per occurrence)
Reprocessing shareholder transactions - flat fee $750
Per transactions $1.00
Omnibus account transaction $2.50
Annual omnibus account maintenance (per account) $150
Transaction processing - FundServ at cost
Certificate issuance $10.00
Locating lost shareholders/search $8.00
* Out-of-pocket expenses
Per statement confirmation and check processing $0.25
Per tax form processing $0.15
Per label printing for proxy or marketing purposes $0.05
Production of ad hoc reports starting at $100
Bulk mailing/insert handling charge
- 1 insert $0.06
- 2 - 3 inserts $0.08
- 4 or more inserts as quoted
Bank account service fees and any other bank charges at cost
Statement paper, check stock, envelopes, tax forms at cost
Postage and express delivery charges at cost
Telephone and long distance charges at cost
Fax charges at cost
P.O. box rental at cost
800-phone number at cost
Inventory and records storage at cost
Fund/SERV charges at cost
* Additional fees
(which may be passed on to shareholders)
Outgoing wire fee varies by bank
Account transcripts older than 2 years $5.00
(per year, per fund)
Non-sufficient funds varies by bank
XXX/SEP/SIMPLE/401(b) processing
- Annual maintenance or custodial fee (per account) $15.00
- Account termination (transfer or rollover) $15.00
Schedule D
to the
Transfer Agent Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
RECORDS MAINTAINED BY SUNSTONE
Account applications
Checks including check registers, reconciliation
records, any adjustment records and tax
withholding documentation
Indemnity bonds for replacement of lost or missing
stock certificates and checks
Liquidation, redemption, withdrawal and transfer
requests including stock powers, signature
guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Funds
