Exhibit 99(m)(6)
RBC FUNDS TRUST (THE “TRUST”)
MONEY MARKET FUNDS
(INSTITUTIONAL CLASS 1 SHARES)
SHAREHOLDER SERVICING AGREEMENT
Ladies and Gentlemen:
We are hereby inviting you, subject to the terms and
conditions set forth below, to serve as the agent of your customers
(“Customers”) for purposes of performing certain administrative functions in
connection with purchases and redemptions of Institutional Class 1 shares of
beneficial interest (the “Shares”) of various participating portfolio series
(each a “Fund” and collectively the “Funds”) of the RBC Funds Trust (the “Trust”)
from time to time upon the order and for the account of Customers, and to
provide related services to your Customers in connection with their investments
in the Funds.
1.
APPOINTMENT. You hereby agree to
perform certain services for Customers as hereinafter set forth. Your
appointment hereunder is non-exclusive, and the parties recognize and agree
that, from time to time, the Trust may enter into other shareholder servicing
agreements with other financial institutions.
2.
SERVICES TO BE PERFORMED. You
shall be responsible for performing shareholder account administrative and
servicing functions, which shall include, without limitation, one or more of
the following activities: (a) answering Customer inquiries regarding account
status and history, the manner in which purchases and redemptions of the Shares
may be effected, and certain other matters pertaining to the Trust; (b)
assisting Customers in designating and changing dividend options, account
designations and addresses; (c) providing necessary personnel and facilities to
establish and maintain certain shareholder accounts and records, as requested
from time to time by the Trust; (d) assisting in processing purchase and
redemption transactions; (e) arranging for the wiring of funds; (f)
transmitting and receiving funds in connection with Customer orders to purchase
or redeem Shares; (g) verifying and guaranteeing Customer signatures in
connection with redemption orders, transfers among and changes in
Customer-designated accounts; (h) providing periodic statements showing a
Customer’s account balances and, to the extent practicable, integration of such
information with other client transactions otherwise effected with or through
you; (i) furnishing (either separately or on an integrated basis with other
reports sent to a Customer by you) monthly and annual statements and
confirmations of all purchases and redemptions of Shares in a Customer’s
account; (j) transmitting proxy statements, annual reports, prospectuses and
other communications from the Trust to Customers; (k) receiving, tabulating and
transmitting to the Trust proxies executed by Customers with respect to special
meetings of shareholders of the Trust; (l) assisting in responding to
regulatory inquiries regarding Customers and the Funds; and (m) providing such
other related services as the Trust or a Customer may reasonably request. You
shall provide all personnel and facilities necessary in order for you to
perform one or more of the functions described in this paragraph with respect
to your Customers. You shall exercise reasonable care in performing all such
services and shall be liable for any failure to exercise such reasonable care.
3.
FEES.
3.1.
Fees from the Trust. In
consideration for the services described in section 2 hereof and the incurring
of expenses in connection therewith, you shall receive fees up to the annual
rate, up to an amount as set forth with respect to each Fund and Shares in
Schedule A hereto, of the average daily value of all Shares owned by or for all
Customers with whom you maintain a servicing relationship, such fee to be paid
in arrears at the end of each calendar quarter.
3.2.
Fees from Customers. It is agreed
that you may impose certain conditions on Customers, in addition to or different
from those imposed by the Trust, such as requiring a minimum initial investment
or charging Customers direct fees for the same or similar services as are
provided hereunder by you (which fees may either relate specifically to your
services with respect to the Trust or generally cover services not limited to
those with respect to the Trust). You shall xxxx Customers directly for such
fees. In the event you charge Customers such fees, you shall make appropriate
prior written disclosure (such disclosure to be in accordance with all
applicable laws) to Customers both of any direct fees charged to the Customer
and of the fees received or to be received by you from the Trust pursuant to
section 3.1 of this Agreement. It is understood, however, that in no event
shall you have recourse or access to the account of any shareholder of the
Trust except to the extent expressly authorized by law or by the Trust or by
such shareholder for payment of any direct fees referred to in this section
3.2.
4.
CAPACITY AND AUTHORITY TO ACT. You
and your officers, employees and agents are not authorized to make any
representations concerning the Trust or the Shares to Customers or prospective
Customers, excepting only accurate communication of factual information
contained in the then-current prospectus and statement of additional
information or such other communications as may be expressly authorized by the
Trust. In performing your services under this Agreement, you shall act as agent
for the Customer and shall have no authority to act as agent for the Trust.
Upon request by the Trust, you shall provide the Trust with copies of any
materials which are generally circulated by you to your Customers or
prospective Customers.
5.
USE OF THE AGENT’S NAME. The Trust
shall not use your name in any prospectus, sales literature or other material
relating to the Trust in a manner not approved by you prior thereto in writing;
provided, however, that your approval shall not be required for any use of your
name which merely refers accurately to your appointment hereunder or that is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
6.
SECURITY. You represent and
warrant that, to the best of your knowledge, the various procedures and systems
that you have implemented (including provision for twenty-four hours a day
restricted access) with regard to safeguarding from loss or damage attributable
to fire, theft or any other cause the Trust’s records and other data and your
records, data, equipment, facilities and other property used in the performance
of your obligations hereunder are adequate and that you will make such changes
therein from time to time as in your judgment are required for the secure
performance of your obligations hereunder. The parties shall review such
systems and procedures on a periodic basis, and the Trust may from time to time
specify the types of records and other data of the Trust to be safeguarded in
accordance with this section 6.
7.
COMPLIANCE WITH LAWS; ETC.
7.1.
You
shall comply with all applicable federal and state laws and regulations,
including securities laws. You hereby agree to maintain all records required by
law relating to transactions on the Shares, and upon our request, or of the
Trust, promptly make such of these records available to us or the Trust’s
administrator as are requested. In addition, you hereby agree to establish
appropriate procedures and reporting forms and/or mechanisms and schedules in
conjunction with us and the Trust’s administrator, to enable the Trust to
identify the location, type of, and sales to all accounts opened and maintained
by your customers or by you on behalf of your customers. You represent and
warrant to the Trust that the performance of all your obligations hereunder
will comply with all applicable laws and regulations, the provisions of your
charter documents and by-laws and all material contractual obligations binding
upon you. You furthermore undertake that you will promptly inform the Trust of
any change in applicable laws or regulations (or interpretations thereof) or in
your charter or by-laws or material contracts which would prevent or impair
full performance of any of your obligations hereunder.
7.2.
You
hereby represent and warrant to us that you (A) have established and
implemented policies, procedures and internal controls reasonably designed to
achieve compliance with the Bank Secrecy Act (“BSA”), Office of Foreign Asset
Control orders and other anti-money laundering laws and regulations applicable
to you, including policies and procedures that can be reasonably expected to
detect and cause the reporting of suspicious transactions under Section 5318 of
BSA and customer identification procedures (“CIP”) (collectively, the “AML
Program”); (B) will certify to us annually that you have implemented the AML
Program in compliance with applicable law; (C) perform CIP in accordance with
applicable law with respect to each Customer that invests in Shares and will
report the results of such performance to us as may be reasonably requested;
and (D) permit the Trust, its agents and federal regulators, as may be
reasonably requested, to access records relating to the performance of the CIP
on the Customers.
8.
REPORTS. To the extent requested
by the Trust from time to time, you agree that you will provide the Trust with
a written report of the amounts expended by you pursuant to this Agreement and
the purposes for which such expenditures were made. Such written reports shall
be in a form satisfactory to the Trust and shall supply all information
necessary for the Trust to discharge its responsibilities under applicable laws
and regulations.
9.
RECORD KEEPING.
9.1.
Section 31(a), Etc. You shall
maintain records in a form acceptable to the Trust and in compliance with
applicable laws and the rules and regulations of the Securities and Exchange
Commission, including but not limited to the record-keeping requirements of
section 31(a) of the Investment Company Xxx 0000, as amended (the “1940 Act”),
and the rules thereunder. Such records shall be deemed to be the property of the
Trust and will be made available, at the Trust’s reasonable request, for
inspection and use by the Trust, representatives of the Trust and governmental
authorities. You agree that, for so long as you retain any records of the Trust,
you will meet all reporting requirements pursuant to the 1940 Act with respect
to such records.
9.2.
Transfer
of Customer Data. In the event this Agreement is terminated or a successor to
you is appointed, you shall, at the expense of the Trust, transfer to such
designee as the Trust may direct a certified list of the shareholders of the
Trust serviced by you (with name, address and tax identification or Social
Security number), a complete record of the account of each such shareholder and
the status thereof, and all other relevant books, records, correspondence and
other data established or maintained by you under this Agreement. In the event
this Agreement is terminated, you will use your best efforts to cooperate in
the orderly transfer of such duties and responsibilities, including assistance
in the establishment of books, records and other data by the successor.
9.3.
Survival
of Record-Keeping Obligations. The record-keeping obligations imposed in this
section 9 shall survive the termination of this Agreement.
10.
FORCE MAJEURE. You shall not be
liable or responsible for delays or errors by reason of circumstances beyond
your control, including, but not limited to, acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, Acts of God, insurrection, war, riots or
failure of communication or power supply.
11.
INDEMNIFICATION.
11.1.
Indemnification
of the Agent. the Trust shall indemnify and hold you harmless from and against
any and all losses, claims, damages, liabilities and expenses incurred by you
and resulting from any claim, demand, action or suit (collectively, “Claims”)
brought against you and arising out of or in connection with the performance of
your obligations hereunder, other than any Claim resulting from (i) the bad
faith, willful malfeasance or negligence of you, your officers, employees or
agents, or (ii) any breach of your obligation under this Agreement or
applicable law by you, your officers, employees or agents, or (iii) any false
or misleading statement contained in any communication by you to any Customer
or prospective Customer not prepared by or expressly authorized by the Trust
for your use.
In
any case in which the Trust may be asked to indemnify or hold you harmless, the
Trust shall be advised of all pertinent facts concerning the situation in
question and you shall use reasonable care to identify and 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 you against any Claim which may be the subject of indemnification hereunder.
In the event that the Trust elects to defend against such claim the defense
shall be conducted by counsel chosen by the Trust and satisfactory to you. You
may retain additional counsel at your expense. Except with the prior written
consent of the Trust, you shall not confess any Claim or make any compromise in
any case in which the Trust will be asked
to indemnify you.
11.2.
Indemnification of the Trust. You
shall indemnify and hold the Trust harmless from and against any and all
losses, claims, damages, liabilities and expenses incurred by the Trust and
resulting from any Claim brought against the Trust and resulting from (i) the
bad faith, willful malfeasance or negligence of you, your officers, employees
or agents, or (ii) any breach of your obligations under this Agreement or
applicable law by you, your officers, employees or agents, or (iii) any false
or misleading statement contained in any communication by you to any Customer
or prospective Customer not prepared by or expressly authorized by the Trust
for your use.
In any case
in which you may be asked to indemnify or hold the Trust harmless, you shall be
advised of all pertinent facts concerning the situation in question and the
Trust shall use reasonable care to identify and notify you promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against you. You shall have the option to defend the Trust
against any Claim which may be the subject of indemnification hereunder. In the
event that you elect to defend against such Claim, the defense shall be
conducted by counsel chosen by you and satisfactory to the Trust. the Trust may
retain additional counsel at its expense. Except with the prior written consent
of the agent, the Trust shall not confess any Claim or make any compromise in
any case in which you will be asked to indemnify the Trust.
11.3.
Survival of Indemnities. The
indemnities granted by the parties in this section 11 shall survive the
termination of this Agreement.
12.
INSURANCE.
You shall maintain reasonable insurance coverage against any and all
liabilities which may arise in connection with the performance of your duties
hereunder. You shall provide information with respect to the extent of such
coverage upon our request.
13.
NOTICES.
All notices or other communications hereunder to either party shall be in
writing and shall be deemed sufficient if mailed to such party at the address
of such party set forth in this Agreement or at such other address as such
party may have designated by written notice to the other.
14.
FURTHER
ASSURANCES. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
15.
TERMINATION.
15.1.
This Agreement shall not take
effect with respect to a Fund or Shares until it has been approved by votes of
a majority of both (a) the Board of Trustees of the Trust and (b) those
Trustees of the Trust who are not “interested persons” of the Trust (as defined
in the Act) and have no direct or indirect financial interest in the operation
of the Trust’s Shareholder Servicing Plan or any agreements related to it (the
“Plan Trustees”), cast in person at a meeting called for the purpose of voting
on the Plan and this Agreement.
15.2.
This Agreement, once
approved for a Fund or Shares, shall continue in effect for the respective Fund
or Shares so long as such continuance is specifically approved at least
annually with respect to the Fund and Shares in the manner provided for
approval of this Agreement in Paragraph (16.1).
15.3.
This Agreement may be terminated
with respect to a Fund or Shares at any time, without payment of any penalty,
by vote of a majority of the Plan Trustees on not more than 60 days written
notice, and shall terminate automatically in the event of its assignment. With
respect to any Fund and Shares for which the Plan is not terminated, the Plan
will continue in effect subject to the provisions hereof.
15.4.
Any person authorized to direct
the disposition of monies paid or payable by the Trust pursuant to this
Agreement shall provide to the Trust’s Board of Trustees, and the Board shall
review, at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.
15.5.
The Trust shall preserve copies of
this Agreement and all reports made pursuant to paragraph 7 hereof for a period
of not less than six years from the date of this agreements or such report, as
the case may be, the first two years of which shall be in an easily accessible
place.
16.
CHANGES; AMENDMENTS. This
Agreement may be changed or amended only by written instrument signed by both
parties.
17.
LIMITATION OF LIABILITY. It is
expressly acknowledged and agreed that the obligations of the Trust hereunder
shall not be binding upon any of the shareholders, Trustees, officers, employees
or agents of the Trust, personally, but shall bind only the property of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an officer of the Trust, acting as such,
and neither such authorization by such Trustees nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
property of the Trust.
18. CONFIDENTIALITY. All books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required in the performance of duties hereunder or as otherwise required by law.
19. MISCELLANEOUS. This Agreement shall be construed and enforced in accordance with and governed by the laws of The State of Minnesota without giving effect to the conflicts of laws provisions thereof. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement has been executed on behalf of the Trust by the undersigned not individually, but in the capacity indicated. This Agreement shall be effective when accepted by you below.
Please confirm your agreement hereto by signing and returning the enclosed counterpart of this Agreement at once to: the Trust Funds Trust, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: President. Upon receipt thereof, this Agreement and such signed duplicate copy will evidence the agreement between us.
ACCEPTED:
RBC CAPITAL MARKETS CORPORATION
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By:
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/s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
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Title: Managing Director
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SCHEDULE A
FUND
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CLASS
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MAXIMUM
ANNUAL FEE RATE
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Prime Money Market Fund
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Institutional Class 1
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up to 0.05%
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U.S. Government Money Market Fund
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Institutional Class 1
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up to 0.05%
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Tax-Free Money Market Fund
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Institutional Class 1
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up to 0.05%
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