Exhibit No. EX-99.h.2
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 27th day of August,
1999, by and between Jacob Internet Fund, a Maryland Corporation organized under
the laws of the State of Maryland Corporation (hereinafter referred to as the
"Company") on behalf of any of its separate series as described in Exhibit A to
this Agreement (each such series is hereafter referred to as a "Fund" and
collectively as the "Funds") and Firstar Mutual Fund Services, LLC, a
corporation organized under the laws of the State of Wisconsin (hereinafter
referred to as the "Agent").
WHEREAS, the Company is an open-ended management investment company which
is registered under the Investment Company Act of 1940, as amended (the " 1940
Act"); and
WHEREAS, the Agent is in the business of administering transfer and
dividend disbursing agent functions for the benefit of its customers;
NOW, THEREFORE, the Company 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
Company 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 and process orders for the purchase of shares of the Funds
received in good order and issue and credit shareholder accounts with
the appropriate number of certified or uncertified shares. Receive
payments by check, Fed wire, or through Automated Clearing House
("ACH") processing. Prepare and process daily deposit or delivery of
payment and proper supporting documentation to the Company's
custodian.
B. Establish shareholder accounts with appropriate demographic data,
information regarding participation in plans (i.e., systematic
withdrawal, automatic investment, dividend reinvestment, etc.) and
information regarding tax I.D. certification or non-resident alien
records, including backup withholding. Make changes to shareholder
accounts to reflect changes in demographic data or participation in
plans.
C. Maintain valid and appropriate participation with the National
Securities Clearing Corporation ("NSCC") and provide access to NSCC's
Fund/Serv System for the Funds as agreed from time-to-time with the
Company.
D. Produce shareholder lists and ad hoc reports for proxy solicitations
or as requested by Company management, including lists of linked
accounts within Funds or across multiple funds to facilitate combined
statements, or lists of accounts linked by social security number,
last name and/or address to facilitate household mailings.
E. Create and produce mailing labels for regular, periodic or special
mailing to shareholders or households.
F. Receive and process redemption requests received in good order by
mail, telephone or other proper method, including automated processing
of systematic withdrawal transactions on a monthly basis. Deliver
appropriate redemption documentation to the Company's custodian.
G. Administer distribution of redemption proceeds, in coordination with
Company's custodian, by check, Fed Wire or ACH processing.
H. Process transfers of shares in accordance with the shareowner's
instructions;
I. Process exchanges between Funds within the same family of Funds upon
request by mail, telephone, or other proper method;
J. Issue and/or cancel certificates as instructed, replace lost, stolen,
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
K. Prepare and transmit payments for dividends and distributions declared
by the Company by providing automated processing of dividend and
capital gains payments with daily, monthly, quarterly, or annual
distributions. Payment options will include reinvestment, directed
payment to another Fund, or cash via mail, Fed Wire or ACH.
L. Record the issuance of shares of the Company and maintain, pursuant to
Securities Exchange Act of 1934 Rule 17Ad-10(e), a record of the total
number of shares of the Company which are authorized, issued, and
outstanding;
M. Prepare shareholder meeting lists and, if applicable, mail, receive,
and tabulate proxies;
N. Provide toll-free telephone lines and sufficient personnel to answer
shareholder calls. Telephone representatives should provide routine
account information; respond to requests for information regarding
transaction details including direct and wire purchases, redemption,
exchanges, transfers, systematic withdrawals, or purchases, Fund SERV,
or wire order trades; assist in problem solving; and process telephone
transactions.
O. Provide silent monitoring of telephone representatives to ensure
quality of customer service and record and maintain tape recordings of
all shareholder calls for a six-month period.
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P. Customer inquiries or problems communicated by mail, telephone, or
other proper method should be researched by Agent personnel in a
reasonably prompt manner and any difficulties should be reported to
the Company. Such inquiries/problems may include shareholder account
information, historical account information, stop payments on checks,
transaction details or lost certificates.
Q. Prepare and mail laser printed confirmations and/or account statements
for all purchases, redemptions and other confirmable transactions on a
monthly basis, or as requested by the Company. Shareholder account
statements should show beginning and ending share price and account
value and daily activity including dividends and distributions, with
share price and transaction amounts.
R. Mail prospectuses (with statements or confirmations if requested),
prospectus stickers or supplements, statements of additional
information and shareholder reports to current shareholders, as
requested by the Company.
S. Provide appropriate transfer agency services to facilitate
Fund-sponsored XXX and SEP-XXX plans using Firstar Company Company as
custodian, as well as Fund-sponsored qualified retirement plans (such
as 401(k) and 403(b) plans).
T. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
U. Provide a Blue Sky System which will enable the Company to monitor the
total number of Fund shares sold in each state. In addition, the
Company shall identify to the Agent in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting to the
Company for each state. The responsibility of the Agent for the
Company's Blue Sky state registration status is solely limited to the
initial compliance by the Company and the reporting of such
transactions to the Company.
2. Compensation
The Company 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 Company and the Agent.
The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
3. Representations of Agent
The Agent represents and warrants to the Company that:
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A. It is a Company company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is a registered transfer agent under the Securities Exchange Act of
1934 as amended.
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 and perform this Agreement; and
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.
G. It will comply with all applicable requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934, as amended, the
Investment Company Act of 1940, as amended, and any laws, rules, and
regulations of governmental authorities having jurisdiction.
4. Representations of the Company
The Company represents and warrants to the Agent that:
A. The Company is an open-ended diversified investment company registered
under the 1940 Act;
B. The Company is a business Company organized, existing, and in good
standing under the laws of the State of Maryland;
C. The Company is empowered under applicable laws and by its Agreement
and Declaration of Company and bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Agreement and Declaration of
Company have been taken to authorize it to enter into and perform this
Agreement;
E. The Company will comply with all applicable requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended, the 1940 Act, 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 Company being offered for sale.
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5. Covenants of the Company and Agent
The Company shall furnish the Agent a certified copy of the resolution of
the Board of Directors of the Company authorizing the appointment of the Agent
and the execution of this Agreement. The Company shall provide to the Agent a
copy of the Agreement and Declaration of Company, bylaws of the Company and all
amendments.
The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable and as required by
the 1940 Act and related rules. To the extent required by Section 31 of the 1940
Act 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 Company and will be preserved, maintained and
made available in accordance with such section and rules and will be surrendered
to the Company on and in accordance with its request.
6. Indemnification; Remedies Upon Breach
The Agent shall exercise reasonable care in the performance of its duties
under this Agreement. The Agent shall not be liable for any loss suffered by the
Fund in connection with matters to which this Agreement relates, including
losses resulting from mechanical breakdowns or the failure of communication or
power supplies beyond the Agent's control, except a loss resulting from the
Agent's 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, the Company shall indemnify and hold harmless the Agent 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 Agent may sustain or incur or which may be
asserted against the Agent by any person arising out of any action taken or
omitted to be taken by it in performing the services hereunder (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to the Agent by any duly authorized officer of the Company,
such duly authorized officer to be included in a list of authorized officers
furnished to the Agent attached as Schedule D and as amended from time to time
in writing by resolution of the Board of Directors of the Company.
Further, the Company 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 Company or the principal underwriter (unless
contributed to by the Agent's breach of this Agreement or other Agreements
between the Company and the Agent, or 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 under a standard of care customarily used in the industry to have
originated from the record owner of the subject shares; 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 the event of a mechanical breakdown or failure of communication or power
supplies 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 correct any errors resulting from such a
breakdown at the expense of the Agent. The Agent agrees that it shall, at all
times, have reasonable contingency plans that are comparable to those employed
by the financial services industry, with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment to the
extent appropriate equipment is available. Representatives of the Company 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.
Regardless of the above, the Agent reserves the right to reprocess and
correct administrative errors at its own expense.
In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the Company may be asked to
indemnify or hold the Agent harp harmless, the Company shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Agent will use all reasonable care to
notify the Company promptly concerning any situation which presets or appears
likely to present the probability of such a claim for indemnification against
the Company. The Company shall have the option to defend the Agent against any
claim which may be the subject of this indemnification. In the event that the
Company so elects, it will so notify the Agent and thereupon the Company shall
take over complete defense of the claim, and the Agent shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The Agent shall in no case confess any claim
or make any compromise in any case in which the Company will be asked to
indemnify the Agent except with the Company's prior written consent.
The Agent 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 may be asserted against the Company by any person arising
out of any action taken or omitted to be taken by the Agent as a result of the
Agent's refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
7. Confidentiality
The Agent agrees or behalf of itself and its employees to treat
confidentially all records and other information relative to the Company and its
shareholders and shall not be disclosed to any other party, 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 the Agent may be exposed
to civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duty constituted authorities.
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8. Records
The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem advisable
and is agreeable to the Company and as required by the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
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 Company and will be preserved, maintained, and
made available with such section and rules of the 1940 Act and will be promptly
surrendered to the Company upon and in accordance with its request.
9. 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.
10. Term, Amendment, Termination, Assignment, and Notice
A. This Agreement shall become effective on the date above first written
and, unless sooner terminated as provided herein, shall continue
automatically for successive annual periods, provided that the
continuance of the Agreement is approved by a majority of the
Directors of the Company.
B. This Agreement may be amended by the mutual written consent of the
parties.
C. This Agreement may be terminated upon ninety (90) day's written notice
given by one party to the other.
D. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the
other party.
E. 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. If to
the agent, such notice should to be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
If to the Company, such notice should be sent to:
Jacob Internet Fund
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
F. In the event that the Company gives to the Agent its written intention
to terminate and appoint a successor transfer agent, the Agent agrees
to cooperate in the
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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.
G. Should the Company exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
paid by the Company.
Jacob Internet Fund Firstar Mutual Fund Services, LLC
By: /s/Xxxx Xxxxx By: /s/Xxxx Rock
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Print: Xxxx Xxxxx Print: Xxxx Rock
Title: Chairman Title: Sr. Vice President
Date: 7-13-99 Date: 7-13-99
Attest: /s/Xxxxxxx Xxxxxx Attest:
------------------------- -----------------------------
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Schedule A
Transfer Agent Servicing Agreement
Annual Fee Schedule
$14.00 per shareholder account
Minimum annual fee of $22,000 for the first Fund and $12,000 for each additional
Fund or Class.
Plus out-of-pocket expenses, including but not limited to:
Telephone - 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
ACH fees
Fees are billed monthly
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Schedule B
Transfer Agent Servicing Agreement
Shareholder Fees
(Charged to Investors)
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Defined Contributions
403(b)(7), 401(k)
XXX Accounts Plan Accounts
------------------------------------------------------------------------------------------------
I. Qualified Plan Fees
------------------------------------------------------------------------------------------------
Annual maintenance fee per account $12.50 $12.50
------------------------------------------------------------------------------------------------
Transfer to Transfer Agent $15.00 $15.00
------------------------------------------------------------------------------------------------
Distributions to a participant (exclusive 15.00 15.00
of systematic withdrawal plans)
------------------------------------------------------------------------------------------------
Refund of excess contribution 15.00 15.00
------------------------------------------------------------------------------------------------
II Additional Shareholder Fees Amount
------------------------------------------------------------------------------------------------
Any outgoing wire $12.00/wire
------------------------------------------------------------------------------------------------
Telephone exchange 5.00/telephone exchange
------------------------------------------------------------------------------------------------
Return check fee 15.00/return check
------------------------------------------------------------------------------------------------
Stop payment fee (liquidation, dividend
draft check) 15.00/stop payment
------------------------------------------------------------------------------------------------
Research fee
(For requested items of the
second calendar year [or
previous] to the request)
------------------------------------------------------------------------------------------------
These fees are subject to change upon notification by Firstar
Mutual Fund Services, LLC to the mutual fund client
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Schedule C
Transfer Agent Servicing Agreement
Automatic Investment Plan Processing
Automatic Investment Plan
Telephone Purchase, Liquidation
EFT Payments of Dividends, Capital Gains, SWP's
$125.00 per month per Fund group
$0.50 per account set-up and/or change
$0.50 per item for AIP purchases
$0.50 per item for EFT payments, purchases
$3.50 per correction, reversal, or return item
Fees are billed monthly
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Schedule C
Transfer Agent Servicing Agreement
Authorized Officers to Give Instructions
/s/Xxxx Xxxxx
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