EXHIBIT (H)(1)
SHAREHOLDER SERVICES AGREEMENT
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 29th day of May, 1992, by
and between Xxxxxxxx Investment Trust (hereinafter referred to as the "Trust")
and First Wisconsin Trust Company, a corporation organized under the laws of the
State of Wisconsin (hereinafter referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the Trust is a series of open-ended management investment
companies which are registered under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers;
NOW., THEREFORE, the Trust and the Agent do mutually promise and agree as
follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE Agent
Subject to the terms and conditions set forth in this Agreement, the Trust
hereby employs and appoints the Agent to act as transfer agent and dividend
disbursing agent.
The Agent 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:
A. Receive orders for the purchase of shares, with prompt delivery, where
appropriate, of payment and supporting documentation to the Trust's
custodian;
B. Process purchase orders and issue the appropriate number of
certificated or uncertificated shares with such uncertificated shares
being held in the appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Trust's custodian;
D. Pay monies (upon receipt from the Trust's custodian, where relevant)
in accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between funds within the same family of funds;
G. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
H. Prepare and transmit payments for dividends and distributions declared
by the Trust;
I. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the Trust and maintain, pursuant to
Section Rule 17ad-10(e), a record of the total number of shares of the
Trust which are authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail, receive
and tabulate proxies;
L. Mail shareholder reports and prospectuses to current shareholders;
M. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
N. Provide shareholder account information upon request and prepare and
mail confirmations and statements of account to shareholders for all
purchases, redemptions and other confirmable transactions as agreed
upon with the Trust; and
0. Provide a Blue Sky System which will enable the Trust to monitor the
total number of shares sold in each state. In addition, the Trust
shall identify to the Agent in writing those transactions and assets
to be treated as exempt from the Blue Sky reporting to the Trust for
each state. The responsibility of the Agent for the Trust's Blue Sky
state registration status is solely limited to the initial compliance
by the Trust and the reporting of such transactions to the Trust.
2. COMPENSATION
The Trust agrees to pay the Agent for performance of the duties listed in
this Agreement; the fees and out-of-pocket expenses include, but are not limited
to the following: printing, postage, forms, stationery, record retention,
mailing, insertion, programming, labels, shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Trust and the Agent.
The Trust agrees to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
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3. REPRESENTATIONS OF AGENT
The Agent represents and warrants to the Trust that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is duly qualif ied to carry on its business in the state of
Wisconsin;
C. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement; and
E. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS OF THE Trust
The Trust represents and warrants to the Agent that:
A. The Trust sponsors a series of open-ended diversif ied investment
companies under the Investment Company Act of 1940;
B. The Trust is a business trust organized, existing, and in good
standing under the laws of Massachusetts;
C. The Trust is empowered under applicable laws and by its Declaration of
Trust and bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Declaration of Trust have
been taken to authorize it to enter into and perform this Agreement;
E. The Trust will comply with all applicable requirements of the
Securities and Exchange Acts of 1933 and 1934, as amended, the
Investment Company Act of 1940, as amended, and any laws, rules and
regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 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 shares of the Trust being offered for sale.
5. COVENANTS OF Trust and Agent
The Trust shall furnish the Agent a certified copy of the resolution of the
Board of Trustees of the Trust authorizing the appointment of the Agent and the
execution of this Agreement. The Trust shall provide to the Agent a copy of the
Declaration of Trust, bylaws of the Trust, and all amendments.
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The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the rules thereunder, the Agent agrees that all such records prepared or
maintained by the Agent relating to the services to be performed by the Agent
hereunder are the property of the Trust and will be preserved, maintained and
made available in accordance with such section and rules and will be surrendered
to the Trust on and in accordance with its request.
6. INDEMNIFICATION; REMEDIES UPON BREACH
The Agent agrees to use reasonable care and act in good faith in performing
its duties hereunder.
Notwithstanding the foregoing, the Agent shall not be liable or responsible
for delays or errors occurring by reason of circumstances beyond its control,
including acts of civil or military authority, national or state emergencies,
fire, mechanical or equipment failure, flood or catastrophe, acts of God,
insurrection or war. In the event of a mechanical breakdown beyond its control,
the Agent shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond the Agent's control. The
Agent will make every reasonable effort to restore any lost or damaged data, and
the correcting of any errors resulting from such a breakdown will be at the
Agent's expense. The Agent agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of Xxxxxxxx Investment Trust shall be
entitled to inspect the Agent's premises and operating capabilities at any time
during regular business hours of the Agent, upon reasonable notice to the Agent.
The Trust will indemnify and hold the Agent harmless against any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit not
resulting from the Agent's bad faith or negligence, and arising out of or in
connection with the Agent's duties on behalf of the Trust hereunder.
Further, the Trust will indemnify and hold the Agent harmless against any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit as a
result of the negligence of the Trust or the principal underwriter (unless
contributed to by the Agent's own negligence or bad faith); or as a result of
the Agent acting upon telephone instructions relating to the exchange or
redemption of shares received by the Agent and reasonably believed by the Agent
to have originated from the record owner of the subject shares; or as a result
of the Agent acting upon any instructions executed or orally communicated by a
duly authorized officer or employee of the Trust, according to such lists of
authorized officers and employees furnished to the Agent and as amended from
time to time in writing by a resolution of the Board of Trustees of the Trust;
or as a result of acting in reliance upon any genuine instrument or stock
certificate signed, countersigned or executed by any person or persons
authorized to sign, countersign or execute the same.
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In order for this section to apply, it is understood that if in any case
the Trust may be asked to indemnify or hold harmless the Agent, the Trust shall
be advised of all pertinent facts concerning the situation in question, and it
is further understood that the Agent will use reasonable care to notify the
Trust promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Trust. The Trust shall have the
option to defend the Agent against any claim which may be the subject of this
indemnification and, in the event that the Trust so elects, the Agent will so
notify the Trust, and thereupon the Trust shall take over complete defense of
the claim and the Agent shall sustain no further legal or other expenses in such
situation for which the Agent shall seek indemnification under this section. The
Agent will in no case confess any claim or make any compromise in any case in
which the Trust will be asked to indemnify the Agent, except with the Trust's
prior written consent.
7. CONFIDENTIALITY
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Trust and its
shareholders and shall not be disclosed to any other party, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where the Agent may be exposed
to civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities.
ADDITIONAL SERIES. The Xxxxxxxx Investment Trust is authorized to issue
separate classes of shares of beneficial interest representing interests in
separate investment portfolios. The parties intend that each portfolio
established by the trust, now or in the future, be covered by the terms and
conditions of this agreement. The portfolios currently covered by this agreement
are listed in Exhibit B attached hereto.
8. WISCONSIN LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the state of Wisconsin.
9. AMENDMENT, ASSIGNMENT, TERMINATION AND NOTICE
A. This Agreement may be amended by the mutual written consent of the
parties.
B. This Agreement may be terminated upon ninety (90) day's written notice
given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the
other party.
D. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered,
or mailed to the principal place of business of the other party.
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E. In the event that the Trust gives to the Agent its written intention
to terminate and appoint a successor transfer agent, the Agent agrees
to cooperate in the transfer of its duties and responsibilities to the
successor, including any and all relevant books, records and other
data established or maintained by the Agent under this Agreement.
F. Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
paid by the Trust.
Xxxxxxxx Investment Trust First Wisconsin Trust Company
By: Xxxxxxx X. Xxxxxx By: Xxxxx X. Xxxxx
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ATTEST: XXXX X. XXXXXX ATTEST: XXXXXX XXXXXXX
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Assistant Secretary
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FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
XXXXXXXX FUNDS
ANNUAL FEE SCHEDULE
XXXXXXXX GOVERNMENT & XXXXXXXX BLUE CHIP & XXXXXXXX LEVERAGE GROWTH
$10.00 per shareholder account on the first 20,000 accounts $ 9.50 per
shareholder accou,nt on the next 40,000 accounts $ 9.00 per shareholder
account on the balance
Xxxxxxxx Leveraged Growth minimum annual fee $6,000
XXXXXXXX CAPITAL APPRECIATION & XXXXXXXX ASSET ALLOCATION
$11.00 per shareholder account on the first 20,000 accounts $10.50 per
shareholder account on the next 40,000 accounts $10.00 per shareholder
account on the balance
Plus out-of-pocket expenses, including but not limited to:
- Telphone - toll-free lines
- Postage
- Programming
- Stationery/envelopes
- Mailing
- Insurance
- Proxies
- Retention of records
- Microfilm/fiche of records
- Special reports
- All other out-of-pocket expenses
Fees are billed monthly
4/92
EXHIBIT B
The following portfolios are covered by the custodian, transfer agent, and fund
accounting servicing agreements between Xxxxxxxx Investment Trust and First
Wisconsin Trust Company:
1. Xxxxxxxx Government Fund
2. Xxxxxxxx Blue Chip Fund
3. Xxxxxxxx Capital Appreciation Fund
4. Xxxxxxxx Asset Allocation Fund
5. Xxxxxxxx Leveraged Growth Fund
