AMENDMENT TO TRANSFER AGENT SERVICES AGREEMENT
This AGREEMENT, dated as of the -------- day of -----------, 1997,
made by and between Winthrop Opportunity Funds, a business trust (the
"Trust") operating as an open-end management investment company registered
under the Investment Company Act of 1940, as amended, duly organized and
existing under the laws of the State of Delaware and FPS Services, Inc.
("FPS") (formerly known as Fund/Plan Services, Inc.), a corporation duly
organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and FPS entered into an Transfer Agent Agreement
dated April 1, 1995, wherein FPS agreed to provide certain shareholder
services to the Trust (the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement to: (i) reflect the
change in the name of FPS; (ii) amend Schedule "C" of the Agreement and to
include under its general terms two separate series of shares to be known
as "Winthrop U.S. Government Money Fund" and "Winthrop Municipal Money
Fund" (the "Money Funds"); and (iii) the addition to the Agreement of
Schedules "D" and "E" which set forth, respectively, the services to be
provided to the Money Funds and the fees to be charged there against.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do
hereby agree:
1. That Schedule "C" of the Agreement be replaced in its entirety
with Schedule "C" attached hereto;
2. That Schedule "D" in the form attached hereto become part of the
Agreement setting forth the services to be performed by FPS on behalf
of the Money Funds; and
3. That Schedule "E" in the form attached hereto become part of the
Agreement setting forth the fees to be charged by FPS for the
services performed by it on behalf of the Money Funds.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedules "C," "D" and
"E," to be signed by their duly authorized officers as of the day and year
first above written.
Winthrop Opportunity Fund FPS Services, Inc.
--------------------------------- ---------------------------------
Xxxxxx Xxxxx, Treasurer Xxxxxxx X. Xxxxx, President
SCHEDULE "C"
Identification of Series
Below are listed the Series and Classes of Shares to which services under
this Agreement are to be performed as of the Effective Date of this
Agreement:
"WINTHROP OPPORTUNITY FUNDS"
1. Winthrop Developing Markets Fund - Class A Shares
2. Winthrop Developing Markets Fund - Class B Shares
3. Winthrop International Equity Fund - Class A Shares
4. Winthrop International Equity Fund - Class B Shares
5. Winthrop U.S. Government Money Fund
6. Winthrop Municipal Money Fund
This Schedule "C" may be amended from time to time by agreement of the
Parties.
SCHEDULE "D"
SCHEDULE OF TRANSFER AGENCY AND SHAREHOLDER SERVICES
FOR
WINTHROP U.S. GOVERNMENT MONEY FUND AND
WINTHROP MUNICIPAL MONEY FUND
I. - Shareholder File Services
1. Establish new accounts and enter demographic data into shareholder
base. Includes in-house processing and NSCC - Fund/SERV - Networking
transmissions.
2. Create Customer Information File (CIF) to link accounts within the
Fund and across funds within the Fund Group. Facilitates account
maintenance, lead tracking, quality control, household mailings and
combined statements.
3. 100% quality of new account information, including verification of
initial investment.
4. Systematic linkage of shareholder accounts with exact matches on SSN
and address for the purpose of consolidated account history
reporting. Periodic production of laser printed combined statements.
*5. Production of household mailing labels which enable the Fund to do
special mailings to each address in the Fund Group rather than each
account.
6. Maintain account and customer file records based on shareholder
request and routine quality review.
7. Maintain tax ID certification and NRA records for each account,
including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity, dividends,
on-request, third party, and periodic mailings.
*10. Produce shareholder lists, labels and ad hoc reports to Fund
management as requested. (first 10 requests included at no additional
cost)
11. Automated processing of dividends and capital gains with daily,
monthly, quarterly or annual distributions. Payment options include
reinvestment, directed payment to another fund, cash via mail, Fed
wire or ACH.
12. Image all applications, account documents, data changes,
correspondence, monetary transactions, and other pertinent
shareholder documents.
II. - Shareholder Services
1. Provide quality service through a staff of highly trained NASD
licensed customer service personnel, including phone, research and
correspondence representatives.
2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases, redemptions,
exchanges, systematic withdrawals, pre-authorized drafts, FundSERV
and wire order trades, problem solving and process telephone
transactions.
3. Silent monitoring of shareholder calls by the phone supervisor to
ensure exceptional customer service.
4. Record and maintain tape recordings of all shareholder calls for a
six month period.
5. Phone Supervisor produces daily management reports of shareholder
calls which track volumes, length of calls, average wait time and
abandoned call rates to ensure quality service.
6. Phone representatives are thoroughly trained through in house
training programs on the techniques of providing Exceptional Customer
Service.
7. Customer inquiries received by letter or telephone are thoroughly
researched by a correspondence team member. These inquires include
such items, as account/customer file information, complete historical
account information, stop payments on checks, transaction details,
and lost certificates.
III. - Investment Processing
1. Initial investment (checks or Fed wires).
2. Subsequent investments via daily sweep purchases.
3. Other investments (checks or Fed wires) processed through lock box.
4. Pre-authorized investments (PAD) through ACH system.
5. Government allotments through ACH system.
6. Prepare and process telephone purchase transactions.
7. NSCC-FundSERV trades.
IV. - Redemption Processing
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal File and process automated
transactions on monthly basis.
4. Redemptions processed through daily sweep transactions.
5. Redemptions proceeds distributed to shareholder by check, Fed wire or
ACH processing.
6. Provide NSCC - FundSERV trade processing.
V. - Exchange & Transfer Processing
1. Process legal transfers.
2. Issue and cancel certificates.
3. Replace certificates through surety bonds (separate charge to
shareholder).
4. Process exchange transactions (letter and telephone request).
5. Process ACATS transfers.
VI. - Retirement Plan Services
1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70-1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRA's and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
VII. - Settlement & Control
1. Daily review of processed shareholder transactions to assure input
was processed correctly. Accurate trade activity figures passed to
Funds' Accounting Agent by 10:00 a.m. EST.
2. Preparation of daily cash movement information to be passed to the
Funds' Accounting Agent and Custodian Bank by 10:00 a.m. EST for use
in determining Funds' daily cash availability.
3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Fund.
4. Resolve any outstanding share or cash issues that are not cleared by
trade date + 2.
5. Process shareholder adjustments to include the proper notification of
any booking entries needed, as well as any necessary cash movement.
6. Settlement and review of Funds' declared daily dividends and any
capital gains to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is posted.
Verify the posting date shares, the rate used and the NAV
price of reinvest date to ensure dividend was posted properly.
c. Distribute copies to the Funds' Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement information for the cash portion of
the dividend payment on payable date.
7. Placement of stop payments on dividend and liquidation checks as well
as the issuance of their replacements.
8. Maintain inventory control for stock certificates and dividend check
form.
9. Aggregate tax filings for all FPS clients. Monthly deposits to the
IRS of all types withhold from shareholder disbursements,
distributions and foreign account distributions. Correspond with the
IRS concerning any of the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV activity.
VIII. - Year End Processing
1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid Tax IDs. This includes initiating 31%
backup withholding and notifying shareholders of their tax status and
the corrective action which is needed.
2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.
3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of forms
to ensure compliance.
5. Coordinate year end activity with client. Activities include
producing year end statements, scheduling record dates for year
dividends and capital gains, production of combined statements and
printing of inserts to be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year to date. Dates and rates must be authorized
so that they can be used for reporting to the IRS.
7. Coordinate the ordering of form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy.
8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year end statements and tax forms.
9. Match and settle tax reporting totals to fund records and on-line
data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end
valuations. Quality assure forms before mailing to shareholders.
11. Monitor IRS deadlines and special events such as cross over dividends
and prior year XXX contributions.
12. Prepare IRS magnetic tapes and appropriate forms for the filing of
all reportable activity to the Internal Revenue Service.
IX. - Client Services
1. An Account Manager is assigned to each relationship. The Account
Manager acts as the liaison between the Fund and the Transfer Agency.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and follow-up,
and constant fund interaction on daily operational issues.
Specifically:
a. Scheduling of dividends, proxies, report mailing and special
mailings.
b. Coordinate with the Fund the shipment of materials for scheduled
mailings.
c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes, etc.
d. Handle all notification to the client regarding proxy tabulation
through the meeting. Coordinate scheduling of materials, including
voted cards, tabulation letters, and shareholder list, to be
available for the meeting.
e. Order special reports, tapes, discs for special systems requests
received.
f. Implement any new operational procedures, i.e., minimum waivers,
sweeps, telephone options, PAD promotions, etc.
g. Coordinate with systems, services and operations any special
events, i.e., mergers, new fund start ups, small account
liquidations, combined statements, household mailings, additional
mail files, etc.
h. Prepare standard operating procedures and review prospectuses for
new start up funds and our current client base. Coordinate
implementation of suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency staff regarding
all service and operational issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and mailroom.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at
the Funds' direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.
*Separate fees will apply for these services.
X. - Periodic Reports
1. Daily Reports
Report Number Report Description
------------- ------------------
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
2. Monthly Reports
Report Description
------------------
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type
SCHEDULE "E"
SCHEDULE OF FEES FOR TRANSFER AGENCY AND SHAREHOLDER SERVICES
FOR
WINTHROP U.S. GOVERNMENT MONEY FUND AND
WINTHROP MUNICIPAL MONEY FUND
This Fee Schedule is fixed for a period of two years from January 1, 1997
and shall not increase greater than 10% during the one year period
beginning January 1, 1999.
I. TRANSFER AGENT AND SHAREHOLDER SERVICES:
$18.00 PER ACCOUNT PER YEAR
$16.00 PER ACCOUNT PER YEAR FOR ACCOUNTS OVER 25,000
$14.00 PER ACCOUNT PER YEAR FOR ACCOUNTS OVER 50,000
$12.00 PER ACCOUNT PER YEAR PER PORTFOLIO FOR EACH SWEEP ACCOUNT
ANNUAL MINIMUM FEE FOR THE ABOVE NAMED FUNDS IS $66,000.
II. IRA'S, 403(B) PLANS, DEFINED CONTRIBUTION/BENEFIT PLANS:
ANNUAL MAINTENANCE FEE - $12.00 PER ACCOUNT PER YEAR
(NORMALLY CHARGED TO PARTICIPANTS)
III. OUT-OF-POCKET EXPENSES
THE FUNDS WILL REIMBURSE FPS SERVICES, INC. MONTHLY FOR ALL
REASONABLE OUT-OF- POCKET EXPENSES, INCLUDING TELEPHONE, POSTAGE,
OVERDRAFT CHARGES, TELECOMMUNICATIONS, FUND/SERV AND NETWORKING
EXPENSES, SPECIAL REPORTS, RECORD RETENTION, SPECIAL TRANSPORTATION
COSTS, COPYING AND SENDING MATERIALS TO AUDITORS AND/OR REGULATORY
AGENCIES AS INCURRED AND APPROVED.
IV. ADDITIONAL SERVICES
TO THE EXTENT THE FUNDS COMMENCE USING INVESTMENT TECHNIQUES SUCH
AS FUTURES, SECURITY LENDING, SWAPS, LEVERAGING, SHORT SALES,
DERIVATIVES, PRECIOUS METALS, OR FOREIGN TRADING (NON U.S. DOLLAR
DENOMINATED SECURITIES AND CURRENCY), ADDITIONAL FEES WILL APPLY.
ACTIVITIES OF A NON-RECURRING NATURE SUCH AS SHAREHOLDER INKINDS,
FUND CONSOLIDATIONS, MERGERS OR REORGANIZATIONS WILL BE SUBJECT TO
NEGOTIATION. ANY ADDITIONAL/ENHANCED SERVICES, PROGRAMMING
REQUESTS, OR REPORTS WILL BE QUOTED UPON REQUEST.
