EXHIBIT (h)(14)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of April, 2000,
by and between Mercantile Mutual Funds, Inc., a corporation organized under the
laws of the State of Maryland (hereinafter referred to as the "Company"), and
Firstar Mutual Fund Services, LLC, a limited liability company organized under
the laws of the State of Wisconsin (hereinafter referred to as "FMFS").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company is authorized to issue shares of common stock
("shares") in separate series representing interests in separate portfolios of
securities and other assets;
WHEREAS, FMFS is, among other things, in the business of providing transfer
agency and dividend disbursing agency services for the benefit of its customers;
and
WHEREAS, the Company desires to retain FMFS to provide transfer agency and
dividend disbursing agency services to each of the Company's portfolios listed
on Exhibit A attached hereto (hereinafter referred to individually, as a "Fund"
and collectively, as the "Funds"), as such Exhibit A may be amended from time to
time, and FMFS is willing to provide such transfer agency and dividend
disbursing agency services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein made and intending to be legally bound hereby, the Company and FMFS agree
as follows:
1. Appointment of Transfer Agent
The Company hereby appoints FMFS as transfer agent and dividend disbursing
agent for each class of shares in each of the Company's Funds on the terms and
conditions and for the period set forth in this Agreement. FMFS hereby accepts
such appointment and agrees to perform the services and duties set forth herein
in accordance with this Agreement and each Fund's Prospectus and Statement of
Additional Information in return for the compensation provided in Section 5 of
this Agreement. In the event that the Company establishes additional classes
of shares or portfolios other than those listed on Exhibit A with respect to
which it desires to retain FMFS to serve as transfer agent and dividend
disbursing agent hereunder, the Company shall so notify FMFS, whereupon Exhibit
A shall be amended and, in the case of additional portfolios, such additional
portfolios shall become Funds hereunder and shall be subject to the provisions
of this Agreement to the same extent as the Funds (except to the extent that
said provisions, including the compensation payable on behalf of such additional
Funds, may be modified in writing by the Company and FMFS at the time).
2. Delivery of Documents
The Company has furnished FMFS with copies, properly certified or
authenticated, of each of the following documents and will deliver to it all
future amendments and supplements, if any:
a. The Company's Articles of Incorporation, filed with the State
Department of Assessments and Taxation of the State of Maryland on September 9,
1982, as amended and supplemented (the "Charter");
b. The Company's By-Laws, as amended ("By-Laws");
c. Resolutions of the Company's Board of Directors authorizing the
execution and delivery of this Agreement;
d. The Company's most recent amendments to its Registration Statement
under the Securities Act of 1933, as amended (the "1933 Act"), and under the
1940 Act on Form N-1A as filed with the Securities and Exchange Commission (the
"Commission") on March 30, 1999 and September 7, 1999 relating to its Portfolios
(the Registration Statement, as presently in effect and as amended or
supplemented from time to time, is herein called the "Registration Statement");
e. The Company's most recent Prospectuses and Statements of Additional
Information and all amendments and supplements thereto (such Prospectuses and
Statements of Additional Information and supplements thereto, as presently in
effect and as from time to time amended and supplemented, are herein called the
"Prospectuses");
f. The Company's Administrative Services Plans for Trust shares and
Institutional shares, respectively, and Shareholder Services Plan for the
Conning Money Market Portfolio (non 12b-1 Plans) and related forms of Servicing
Agreements and the Company's Distribution and Services Plans for Investor A
shares and Investor B shares, respectively, (Rule 12b-1 Plans) and related forms
of Servicing Agreements;
g. The following agreements of the Company: the Amended and Restated
Advisory Agreement with Mississippi Valley Advisors Inc. dated as of April 1,
1991 and related addenda (the "Advisory Agreement"); the Sub-Advisory Agreement
with Xxxx Xxxxxx Inc. with respect to the International Equity Portfolio dated
as of August 29, 1996 and the Sub-Advisory Agreement with Conning Asset
Management Company with respect to the Conning Money Market Portfolio dated as
of January 6, 2000; the Co-Administration Agreement with FMFS and BISYS Fund
Services Ohio, Inc. dated as of January 1, 2000 (the "Co-Administration
Agreement"); the Distribution Agreement with The Winsbury Company Limited
Partnership (presently known as BISYS Fund Services) dated October 1, 1993 and
related amendments and addenda (the "Distribution Agreement"); and the Custodian
Agreement with Mercantile Bank of St. Louis National Association dated as of
April 1, 1992 with related amendments, as assigned to Mercantile Trust Company
National Association, and the current fee letters related to such Agreement (the
"Custodian Agreement");
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h. The Company agrees to provide (i) a copy of the Company's current
Articles Supplementary to its Charter as filed with the State Department of
Assessments and Taxation of Maryland on September 16, 1998 as to the number of
shares authorized in each Portfolio and any class thereof, and (ii) a
certificate as to the number of issued and outstanding shares of each such
Portfolio and class thereto, such certificate to be certified by the Company's
former transfer agent as of the close of business on March 31, 2000;
i. Before entering into a transaction regulated by the Commodity Futures
Trading Commission ("CFTC"), a copy of either (i) a filed notice of eligibility
to claim the exclusion from the definition of "commodity pool operator"
contained in Section 2(s)(1)(A) of the Commodity Exchange Act ("CEA") that is
provided in Rule 4.5 under the CEA, together with all supplements as are
required by the CFTC, or (ii) a letter which has been granted the Company by the
CFTC which states that the Company will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which has
been granted the Company by the CFTC which states that the CFTC will not take
any enforcement action if the Company does not register as a "commodity pool
operator";
j. Resolutions identifying all officers of the Company and other persons
who are authorized to instruct FMFS in all matters on behalf of the Company; and
k. A list of shareholders in each Portfolio holding share certificates as
of the close of business on May 31, 1993 provided by the Company's former
transfer agent. No share certificates were issued on or after June 1, 1993.
3. Authorized Shares
a. The Company is currently authorized to issue twenty billion
(20,000,000,000) shares, par value $.001 per share. FMFS shall record the
issuance of all shares and shall notify the Company in case any proposed
issuance of shares by the Company shall result in an over-issuance. In case any
issuance of shares would result in such an over-issuance, FMFS shall refuse to
issue said shares.
b. In connection with redemptions by a shareholder identified as holding
a share certificate (as indicated in the list of shareholders referred to in
Section 2.k. above), FMFS agrees to follow the procedures specified in the
Company's Prospectuses to obtain possession of such share certificate prior to
effecting such redemption.
4. Duties and Responsibilities of FMFS
a. FMFS shall perform all of the customary services of a transfer agent
and dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to the services set forth on Exhibit B attached hereto.
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b. FMFS shall reimburse the Funds at the end of each month for all
material losses resulting from "as of" processing errors for which FMFS is
responsible in accordance with the "as of" processing policy of FMFS set forth
in Exhibit B attached hereto.
5. Compensation
a. The Company agrees to pay FMFS for the services to be provided by FMFS
under this Agreement in accordance with and in the manner set forth in Exhibit C
attached hereto.
b. The Company also agrees to reimburse FMFS for its out-of-pocket
expenses in providing the services hereunder, including without limitation those
out-of-pocket expenses set forth in Exhibit C attached hereto.
c. The Company agrees to pay FMFS all fees and reimbursable expenses
within ten (10) business days following the receipt of a billing notice in
proper form.
6. Representations of FMFS
FMFS represents and warrants to the Company that:
a. It is a limited liability corporation duly organized, existing and in
good standing under the laws of the State of Wisconsin;
b. It is a registered transfer agent under the Securities Exchange Act of
1934, as amended (the "1934 Act");
c. It is duly qualified to carry on its business in the State of
Wisconsin;
d. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
e. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
f. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement; and
g. It will comply with all applicable requirements of the 1933 Act, the
1934 Act, the 1940 Act, and any laws, rules, and regulations of governmental
authorities having jurisdiction.
7. Representations of the Company
The Company represents and warrants to FMFS that:
a. It is registered as an open-end management investment company under
the 1940 Act;
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b. It is a corporation duly organized, existing and in good standing
under the laws of the State of Maryland;
c. It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
d. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
e. It will comply with all applicable requirements of the 1933 Act, the
1934 Act, the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction; and
f. Its Registration Statement is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all of its shares being offered for sale.
8. Performance of Service; Limitation of Liability
a. FMFS shall exercise reasonable care in the performance of its duties
under this Agreement. FMFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with
matters to which this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies beyond
FMFS' control, except a loss arising out of or relating to FMFS' refusal or
failure to comply with the terms of this Agreement or from bad faith,
negligence, or willful misconduct on its part in the performance of its duties
under this Agreement. Notwithstanding any other provision of this Agreement, if
FMFS has exercised reasonable care in the performance of its duties under this
Agreement, the Company shall indemnify and hold harmless FMFS from and against
any and all claims, demands, losses, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which FMFS may sustain or incur or which may be asserted
against FMFS by any person arising out of any action taken or omitted to be
taken by it in performing the services hereunder, except for any and all claims,
demands, losses, expenses and liabilities arising out of or relating to FMFS'
refusal or failure to comply with the terms of this Agreement or from bad faith,
negligence or willful misconduct on its part in performance of its duties under
this Agreement.
b. FMFS shall indemnify and hold the Company harmless from and against
any and all claims, demands, losses, expenses, and liabilities (whether with or
without basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which the Company may sustain or incur or which may be asserted
against the Company by any person arising out of any action taken or omitted to
be taken by FMFS as a result of FMFS's refusal or failure to comply with the
terms of this Agreement, its bad faith, negligence, or willful misconduct.
c. In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, FMFS shall take, at no additional expense to
the Company, all
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reasonable steps to minimize service interruptions for any period that such
interruption continues beyond FMFS' control. FMFS will make every reasonable
effort to restore any lost or damaged data and correct any errors resulting from
such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all
times, have reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electronic data processing equipment
to the extent appropriate equipment is available. Representatives of the Company
shall be entitled to inspect FMFS' premises and operating capabilities at any
time during FMFS' regular business hours, upon reasonable notice to FMFS.
9. Proprietary and Confidential Information
FMFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Company all
records and other information relative to the Company and the Company's prior,
present, or potential shareholders (and clients of said shareholders) and not to
use such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where FMFS may be exposed to civil or criminal
contempt proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities, or when so requested by the
Company.
10. Term of Agreement; Duties in Event of Termination
a. This Agreement shall become effective as of the date first written
above and, unless sooner terminated as provided herein, shall continue until
March 31, 2001. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year, provided, however, that this
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Agreement may be terminated at, any time, without the payment of any penalty, by
the Company or FMFS upon ninety (90) days' written notice to the other party.
Notwithstanding the foregoing, should FMFS fail to be registered as a transfer
agent pursuant to Section 17A of the 1934 Act at any time during this Agreement,
the Company may, on written notice to FMFS, immediately terminate this
Agreement.
b. In the event that, in connection with the termination of this
Agreement, a successor to FMFS is designated by the Company by written notice to
FMFS, FMFS will promptly, upon such termination and at the expense of the
Company, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by FMFS under this Agreement in a form
reasonably acceptable to the Company (if such form differs from the form in
which FMFS has maintained the same, the Company shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from FMFS' personnel in the establishment of books, records, and other data by
such successor.
11. Records
a. FMFS shall keep and maintain on behalf of the Company all books and
records which the Company or FMFS is, or may be, required to keep and maintain
pursuant to any
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applicable statutes, rules and regulations, including without limitation Rules
31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and
records in connection with the services to be provided hereunder. FMFS further
agrees that all such books and records shall be the property of the Company or
its authorized representatives and to make such books and records available for
inspection by the Company or its authorized representatives or by the Commission
at reasonable times and otherwise to keep confidential all books and records and
other information relative to the Company and its shareholders, except when
requested to divulge such information by duly constituted authorities or court
process, or requested by a shareholder or shareholder's agent with respect to
information concerning an account as to which such shareholder has either a
legal or beneficial interest or when requested by the Company or its authorized
representative, the shareholder, or shareholder's agent, or the dealer of record
as to such account.
b. FMFS agrees to surrender promptly upon the Company's demand all books,
records and files maintained pursuant to this Agreement (or copies thereof of
any such books, records and files needed by FMFS in the performance of its
duties or for its legal protection). Upon the reasonable request of the
Company, copies of any such books and records shall be provided by FMFS to the
Company or the Company's authorized representative at the Company's expense.
12. Reports
FMFS will furnish to the Company (and its counsel upon request) and to its
properly-authorized auditors, investment advisers, custodians, examiners,
distributors, dealers, underwriters, salesmen, insurance companies and others
designated by the Company in writing, such reports at such times as are
prescribed in Exhibit D attached hereto, or as subsequently agreed upon by the
parties pursuant to an amendment to Exhibit D.
13. Cooperation with Auditors
FMFS shall cooperate with the Company's independent auditors and shall take
all reasonable action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to such accountants
for the expression of their opinion as such may be required from time to time by
the Company.
14. Amendment of this Agreement
No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought.
15. Non-Assignability
FMFS shall not assign or delegate its duties under this Agreement to any
other person without the prior written consent of the Company.
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16. Further Actions
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
17. 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.
18. Miscellaneous
a. This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to the subject matter hereof.
b. 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.
c. This Agreement shall be governed by Wisconsin law. 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.
d. This Agreement shall be binding and should inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
19. Notices
Notices of any kind to be given by either party to the other party shall be
in writing and shall be duly given if mailed or delivered as follows:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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Notice to the Company shall be sent to:
Xxxxx X. Xxxxxxx, President
c/o Saint Louis University
0000 Xxxxxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
with a copy to:
W. Xxxxx XxXxxxxx, III, Esq.
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00/xx/ & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.
MERCANTILE MUTUAL FUNDS, INC.
By:
--------------------------------
Xxxxx X. Xxxxxxx, President
FIRSTAR MUTUAL FUND SERVICES, LLC
By:
--------------------------------
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Exhibit A
to the Transfer Agent Servicing Agreement
between
Mercantile Mutual Funds, Inc.
and
Firstar Mutual Fund Services, LLC
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Money Market Portfolio (Trust shares, Investor A shares, Institutional shares,
Investor B shares and S shares)
Treasury Money Market Portfolio (Trust shares, Investor A shares, Institutional
shares and S shares)
Growth & Income Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Small Cap Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Government & Corporate Bond Portfolio (Trust shares, Investor A shares,
Institutional shares and Investor B shares)
U.S. Government Securities Portfolio (Trust shares, Investor A shares,
Institutional shares and Investor B shares)
Balanced Portfolio (Trust shares, Investor A shares, Institutional shares and
Investor B shares)
International Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Short-Intermediate Municipal Portfolio (Trust Shares and Investor A shares)
Tax-Exempt Money Market Portfolio (Trust shares, Investor A shares and S shares)
Missouri Tax-Exempt Bond Portfolio (Trust shares, Investor A shares and Investor
B shares)
Kansas Tax-Exempt Bond Portfolio (Trust shares, Investor A shares and Investor B
shares)
Equity Income Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
National Municipal Bond Portfolio (Trust shares, Investor A shares and Investor
B shares)
Intermediate Corporate Bond Portfolio (Trust shares, Investor A shares and
Institutional shares)
A-1
Equity Index Portfolio (Trust shares, Investor A shares and Institutional
shares)
Bond Index Portfolio (Trust shares, Investor A shares and Institutional shares)
Small Cap Equity Index Portfolio (Trust shares, Investor A shares and
Institutional shares)
Growth Equity Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
Conning Money Market Portfolio (shares)
A-2
Exhibit B
to the Transfer Agent Servicing Agreement
between
Mercantile Mutual Funds, Inc. and
Firstar Mutual Fund Services, LLC
TRANSFER AGENCY SERVICES
------------------------
1. Shareholder Transactions
------------------------
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares
through dividend reinvestment.
2. Shareholder Information Services
--------------------------------
a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or special
order statements upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements, or marketing material to current
shareholders.
3. Compliance Reporting
--------------------
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the states in which the
Funds are registered.
b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.
c. Issue tax withholding reports to the Internal Revenue Service.
B-1
4. Dealer/Load Processing
----------------------
a. Provide reports for tracking rights of accumulation and purchases made
under a Letter of Intent.
b. Account for separation of shareholder investments from transaction
sale charges in connection with purchases and redemptions of Fund
shares.
c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load Fund.
5. Shareholder Account Maintenance
-------------------------------
a. Maintain all shareholder records for each account in the Company.
b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each shareholder.
e. Provide sub-accounting services for a record holder upon request of
such record holder.
6. FMFS As Of Processing Policy
----------------------------
FMFS will reimburse each Fund for any net material loss that may exist on
the Fund's books and for which FMFS is responsible, at the end of each calendar
month. "Net Material Loss" shall be defined as any remaining loss, after
netting losses against any gains, which impacts the Fund's net asset value per
share by more than 1/2 cent. Gains and losses will be accumulated on a daily
basis, will be reflected on the Fund's daily share sheet, and will be settled on
a monthly basis. FMFS will notify the Fund's investment adviser on the daily
share sheet of any losses for which the Fund's investment adviser may be held
accountable.
B-2
Exhibit C
to the Transfer Agent Servicing Agreement
between
Mercantile Mutual Funds, Inc. and
Firstar Mutual Fund Services, LLC
FEE SCHEDULE
A. Annual Base Fee
---------------
1. Funds which have Investor A Shares shall pay an Annual Base Fee
of $10,000 plus $19 per shareholder per Fund.
2. Funds which have Investor B Shares shall pay an Annual Base Fee
of $10,000 plus $19 per shareholder per Fund.
3. Funds which have Trust Shares shall pay an Annual Base Fee of
$8,000 plus $15 per shareholder per Fund.
4. Funds which have Institutional Shares shall pay an Annual Base
Fee of $8,000 plus $15 per shareholder per Fund.
5. Funds which have Shares shall pay an Annual Base Fee of $10,000
plus $19 per shareholder per Fund.
B. Annual Additional Fees (these fees are in addition to the Annual Base
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Fees).
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1. Funds participating in the Mercantile Asset Advisor (asset
allocation) program shall pay an annual fee of $3,000 per Fund.
C. Out of Pocket Expenses
----------------------
1. All freight and other delivery and bonding charges incurred by
FMFS in delivering materials to and from the Company and in
delivering all materials to shareholders;
2. All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by FMFS in
communication with the Company's dealers, shareholders or others
as required for FMFS to perform the services to be provided
hereunder;
3. Costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies,
notices or other form of printed material which shall be required
by FMFS for the performance of the servicing to be provided
hereunder;
C-1
4. The cost of microfilm or microfiche of records or other materials; and
5. Any expenses FMFS shall incur at the written direction of the
President, Treasurer or Secretary of the Company.
C-2
Exhibit D
to the Transfer Agent Servicing Agreement
between
Mercantile Mutual Funds, Inc. and
First Mutual Fund Services, LLC
REPORTS
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1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Annual report by independent auditors concerning FMFS' shareholder
system and internal accounting control systems to be filed with the
Securities and Exchange Commission pursuant to Rule 17Ad-13 of the
Securities Exchange Act of 1934, as amended.
