TRANSFER AGENT SERVICING AGREEMENT
EXHIBIT
H(4)
THIS
AGREEMENT is made and entered into as of this 21st day of May, 2007, by and
between WISCONSIN
CAPITAL FUNDS, INC.,
a
Maryland corporation (the “Company”), and U.S.
BANCORP FUND SERVICES, LLC,
a
Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with
each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of administering transfer and
dividend disbursing agent functions for the benefit of its customers;
and
WHEREAS,
the Company desires to retain USBFS to provide transfer and dividend disbursing
agent services to each series of the Company listed on Exhibit A
hereto
(as amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1.
Appointment
of USBFS as Transfer Agent
The
Company hereby appoints USBFS as transfer agent of the Company on the terms
and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to those matters
expressly set forth herein, and no implied duties are assumed by or may be
asserted against USBFS hereunder.
2.
Services
and Duties of USBFS
USBFS
shall provide the following transfer agent and dividend disbursing agent
services to each Fund:
A. |
Receive
and process all orders for the purchase, exchange, and/or redemption
of
shares in accordance with Rule 22c-1 under the 1940
Act.
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B. |
Process
purchase orders with prompt delivery, where appropriate, of payment
and
supporting documentation to the Company’s custodian, and issue the
appropriate number of uncertificated shares with such uncertificated
shares being held in the appropriate shareholder
account.
|
C. |
Arrange
for the issuance of shares obtained through transfers of funds from
each
Fund shareholders’ accounts at financial institutions and arrange for the
exchange of shares for shares of other eligible investment companies,
when
permitted by such Fund’s prospectus (the
“Prospectus”).
|
D. |
Process
redemption requests received in good order and, where relevant, deliver
appropriate documentation to the Company’s
custodian.
|
E. |
Pay
monies upon receipt from the Company’s custodian, where relevant, in
accordance with the instructions of redeeming
shareholders.
|
F. |
Process
transfers of shares in accordance with the shareholder’s instructions,
after receipt of appropriate documentation from the shareholder as
specified in the Prospectus.
|
G. |
Process
exchanges between Funds and/or classes of shares of Funds both within
the
same family of funds and with a First American Money Market Fund,
if
applicable.
|
H. |
Prepare
and transmit payments for dividends and distributions declared by
the
Company with respect to a Fund, after deducting any amount required
to be
withheld by any applicable laws, rules and regulations and in accordance
with shareholder instructions.
|
I. |
Serve
as each Fund’s agent in connection with accumulation, open account or
similar plans (e.g., periodic investment plans and periodic withdrawal
plans).
|
J. |
Make
changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment,
dividend reinvestment).
|
K. |
Handle
load and multi-class processing, including rights of accumulation
and
purchases by letters of intent.
|
L. |
Record
the issuance of shares of each Fund and maintain, pursuant to Rule
17Ad-10(e) promulgated under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), a record of the total number of shares of
each Fund which are authorized, issued and
outstanding.
|
M. |
Prepare
shareholder meeting lists and, as necessary, mail, receive and tabulate
proxies.
|
N. |
Mail
shareholder reports and Prospectuses to current
shareholders.
|
O. |
Prepare
and file U.S. Treasury Department Forms 1099 and other appropriate
information returns required with respect to dividends and distributions
for all shareholders.
|
P. |
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
Company.
|
2
Q. |
Mail
requests for shareholders’ certifications under penalties of perjury and
pay on a timely basis to the appropriate federal authorities any
taxes to
be withheld on dividends and distributions paid by the Company, all
as
required by applicable federal tax laws and
regulations.
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R. |
Provide
a Blue Sky system that will enable the Company to monitor the total
number
of shares of each Fund sold in each state; provided that the Company,
not
USBFS, is responsible for ensuring that shares are not sold in violation
of any requirement under the securities laws or regulations of any
state.
|
S. |
Answer
correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder.
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T. |
Reimburse
each Fund each month for all material losses resulting from “as of”
processing errors for which USBFS is responsible in accordance with
the
“as of” processing guidelines set forth on Exhibit
B
hereto.
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3.
Additional
Services to be Provided by USBFS
A.
|
If
the Company so elects, by including the service it wishes to receive
in
its fee schedule, USBFS shall provide the following services that
are
further described and that may be subject to additional terms and
conditions specified in their respective exhibits, as such may be
amended
from time to time:
|
· Internet
Access, Fan Web, Vision Mutual Fund Gateway (Exhibit
C)
The
Company hereby acknowledges that exhibits are an integral part of this Agreement
and, to the extent services included in Exhibit
C
are selected by the Company, such services shall also be subject to the terms
and conditions of this Agreement. To the extent the terms and conditions of
this
Agreement conflict with the terms and conditions included in Exhibit
C,
as applicable, the exhibits shall control. The provisions of Exhibit
C,
as applicable, shall continue in effect for as long as this Agreement remains
in
effect, unless sooner terminated pursuant to Section 13 hereof.
B.
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USBFS
shall allow the Company access to various fund data, systems, industry
information and processes as the parties may agree to from time to
time,
through Mutual Fund eXchange (“MFx”), subject to the terms of this
Agreement and the additional terms and conditions contained in the
on-line
MFx access agreement to be entered into upon accessing MFx for the
first
time. USBFS shall enable the Company to access MFx services by supplying
the Company with necessary software, training, information and
connectivity support as mutually agreed upon, all of which shall
constitute confidential knowledge and information of USBFS and shall
be
used by the Company only as necessary to access MFx services pursuant
to
this Agreement. The Company shall provide for the security of all
codes
and system access mechanisms relating to MFx provided to it by USBFS
and
implement such security procedures and/or devices to ensure the integrity
of MFx. The Company hereby understands that USBFS will perform periodic
maintenance to the MFx hardware and software being accessed, which
may
cause temporary service interruptions. USBFS shall notify the Company
of
all planned outages and, to the extent possible, will perform any
necessary maintenance during non-business hours.
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3
The
Company hereby acknowledges that all programs, software, manuals
and other
written information relating to MFx access provided by USBFS pursuant
to
this Agreement shall remain the exclusive property of USBFS at all
times.
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The
Company acknowledges
that it is responsible for determining the suitability and accuracy of the
information obtained through its access to MFx. USBFS MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND
ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED
THROUGH MFx. However, USBFS will assist the Company in
verifying the accuracy of any of the information made available to the
Company through
MFx and covered by this Agreement.
In
the event of termination of this Agreement, in addition to the requirements
set
forth in Section 14 hereof, the Company shall immediately end its access to
MFx
and return all codes, system access mechanisms, programs, manuals and other
written information to USBFS, and shall destroy or erase all such information
on
any diskettes or other storage medium, unless such access continues to be
permitted pursuant to a separate agreement.
4.
Lost
Shareholder Due Diligence Searches and Servicing
The
Company hereby acknowledges that USBFS has an arrangement with an outside vendor
to conduct lost shareholder searches required by Rule 17Ad-17 under the
Securities Exchange Act of 1934, as amended. Costs associated with such searches
will be passed through to the Company as an out-of-pocket expense in accordance
with the fee schedule set forth in Exhibit
E
hereto.
If a shareholder remains lost and the shareholder’s account unresolved after
completion of the mandatory Rule 17Ad-17 search, the Company hereby authorizes
vendor to enter, at its discretion, into fee sharing arrangements with the
lost
shareholder (or such lost shareholder’s representative or executor) to conduct a
more in-depth search in order to locate the lost shareholder before the
shareholder’s assets escheat to the applicable state. The Company hereby
acknowledges that USBFS is not a party to these arrangements and does not
receive any revenue sharing or other fees relating to these arrangements.
Furthermore, the Company hereby acknowledges that vendor may receive up to
35%
of the lost shareholder’s assets as compensation for its efforts in locating the
lost shareholder.
4
5.
Anti-Money
Laundering Program
The
Company acknowledges that it has had an opportunity to review, consider and
comment upon the written procedures provided by USBFS describing various tools
used by USBFS which are designed to promote the detection and reporting of
potential money laundering activity by monitoring certain aspects of shareholder
activity as well as written procedures for verifying a customer’s identity
(collectively, the “Procedures”). Further, the Company has determined that the
Procedures, as part of the Company’s overall anti-money laundering program, are
reasonably designed to prevent the Funds from being used for money laundering
or
the financing of terrorist activities and to achieve compliance with the
applicable provisions of the USA Patriot Act of 2002 and the implementing
regulations thereunder.
Based
on
this determination, the Company hereby instructs and directs USBFS to implement
the Procedures on the Company’s behalf, as such may be amended or revised from
time to time. It is contemplated that these Procedures will be amended from
time
to time by the parties as additional regulations are adopted and/or regulatory
guidance is provided relating to the Company’s anti-money laundering
responsibilities.
USBFS
agrees to provide to the Company:
A. |
Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering
activity in connection with the Company or any shareholder of any
Fund;
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B. |
Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering activity,
provided that the Company agrees not to communicate this information
to
the customer;
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C. |
Any
reports received by USBFS from any government agency or applicable
industry self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring on behalf of the
Company;
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D. |
Prompt
written notification of any action taken in response to anti-money
laundering violations as described in (A), (B) or (C) above;
and
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E. |
Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the
Company.
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The
Company hereby directs, and USBFS acknowledges, that USBFS shall (i) permit
federal regulators access to such information and records maintained by USBFS
and relating to USBFS’s implementation of the Procedures, on behalf of the
Company, as they may request, and (ii) permit such federal regulators to inspect
USBFS’s implementation of the Procedures on behalf of the Company.
5
6.
Compensation
Other
than for services, if any, to be provided pursuant to Section 3(A) of this
Agreement, USBFS shall be compensated for providing the services set forth
in
this Agreement in accordance with the fee schedule set forth on Exhibit
D
hereto
(as amended from time to time). For services to be provided pursuant to Section
3(A) of this Agreement, if applicable, USBFS shall be compensated in accordance
with the fee schedule set forth in the appendix to the exhibit that relates
to
the services selected by the Company. USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Company shall pay all such fees and
reimbursable expenses within 30 calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute. The
Company shall notify USBFS in writing within 30 calendar days following receipt
of each invoice if the Company is disputing any amounts in good faith. The
Company shall pay such disputed amounts within 10 calendar days of the day
on
which the parties agree to the amount to be paid. With the exception of any
fee
or expense the Company is disputing in good faith as set forth above, unpaid
invoices shall accrue a finance charge of 1½% per month after the due date.
Notwithstanding anything to the contrary, amounts owed by the Company to USBFS
shall only be paid out of assets and property of the particular Fund involved.
7.
Representations
and Warranties
A. |
The
Company hereby represents and warrants to USBFS, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
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(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
|
This
Agreement has been duly authorized, executed and delivered by the
Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance
with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies
of
creditors and secured parties;
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(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement; and
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6
(4)
|
A
registration statement under the 1940 Act and the Securities Act
of 1933,
as amended, will be made effective prior to the effective date of
this
Agreement and will remain effective during the term of this Agreement,
and
appropriate state securities law filings will be made prior to the
effective date of this Agreement and will continue to be made during
the
term of this Agreement as necessary to enable the Company to make
a
continuous public offering of its
shares.
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B. |
USBFS
hereby represents and warrants to the Company, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
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(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
|
This
Agreement has been duly authorized, executed and delivered by USBFS
in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties;
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(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement; and
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(4)
|
It
is a registered transfer agent under the Exchange
Act.
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8.
Standard
of Care; Indemnification; Limitation of Liability
A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. USBFS shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Company in connection with
its
duties under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’s control, except a loss arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or
from its
bad faith, negligence, or willful misconduct in the performance of
its
duties under this Agreement. Notwithstanding any other provision
of this
Agreement, if USBFS has exercised reasonable care in the performance
of
its duties under this Agreement, the Company shall indemnify and
hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that USBFS may sustain or incur or that may be asserted
against USBFS 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 USBFS by any duly authorized officer of the
Company, as approved by the Board of Directors of the Company (the
“Board
of Directors”), except for any and all claims, demands, losses, expenses,
and liabilities arising out of or relating to USBFS’s refusal or failure
to comply with the terms of this Agreement or from its bad faith,
negligence or willful misconduct in the performance of its duties
under
this Agreement. This indemnity shall be a continuing obligation of
the
Company, its successors and assigns, notwithstanding the termination
of
this Agreement. As used in this paragraph, the term “USBFS” shall include
USBFS’s directors, officers and
employees.
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7
USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that the Company may sustain or incur or
that may be asserted against the Company by any person arising out of any action
taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure
to comply with the terms of this Agreement, from its bad faith, negligence,
or
willful misconduct in the performance of its duties under this Agreement, or
arising out or relating to any actual or alleged claim that the Company’s use of
MFx or other software or system made available to the Company by USBFS under
this Agreement infringes or violates any patent, copyright, trade secret,
license or other intellectual or proprietary right of any third party. This
indemnity shall be a continuing obligation of USBFS, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this paragraph,
the term “Company” shall include the Company’s directors, officers and
employees.
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS 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 USBFS. USBFS 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 the Company shall be entitled to inspect USBFS’s premises and
operating capabilities at any time during regular business hours of USBFS,
upon
reasonable notice to USBFS. Moreover, USBFS shall provide the Company, at such
times as the Company may reasonably require, copies of reports rendered by
independent accountants on the internal controls and procedures of USBFS
relating to the services provided by USBFS under this Agreement.
8
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
B. |
In
order that the indemnification provisions contained in this Section
shall
apply, it is understood that if in any case the indemnitor may be
asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a claim
for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this Section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with
the
indemnitor’s prior written consent.
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C. |
The
indemnity and defense provisions set forth in this Section 8, and
in
Exhibit
C,
if applicable, shall indefinitely survive the termination and/or
assignment of this Agreement.
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D. |
If
USBFS is acting in another capacity for the Company pursuant to a
separate
agreement, nothing herein shall be deemed to relieve USBFS of any
of its
obligations in such other capacity.
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9.
Data
Necessary to Perform Services
The
Company or its agent shall furnish to USBFS the data necessary to perform the
services described herein at such times and in such form as mutually agreed
upon.
10.
Proprietary
and Confidential Information
USBFS
has
adopted a policy and implemented procedures reasonably designed to protect
the
privacy of non-public personal consumer/customer financial information to the
extent required by applicable law, rule and regulation. USBFS 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 prior, present, or potential shareholders of the
Company (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 (i) after prior notification to and approval in
writing by the Company, which approval shall not be unreasonably withheld and
may not be withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by
the
Company. Records and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to receipt thereof from the Company or its agent, shall not be subject
to
this paragraph.
9
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to
Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time.
In
this regard, USBFS shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or
use
of, records and information relating to the Company and its
shareholders.
11.
Records
USBFS
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, but not inconsistent
with the rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees
that all such records prepared or maintained by USBFS relating to the services
to be performed by USBFS hereunder are the property of the Company and will
be
preserved, maintained, and made available in accordance with such applicable
sections and rules of the 1940 Act and will be promptly surrendered to the
Company or its designee on and in accordance with its request.
12.
Compliance
with Laws
The
Company has and retains primary responsibility for all compliance matters
relating to the Funds, including but not limited to compliance with the 1940
Act, the Internal Revenue Code of 1986, the Xxxxxxxx-Xxxxx Act of 2002, the
USA
Patriot Act of 2002 and the policies and limitations of the Funds relating
to
their respective portfolio investments as set forth in its Prospectus and
statement of additional information. USBFS’s services hereunder shall not
relieve the Company of its responsibilities for assuring such compliance or
the
Board of Director’s oversight responsibility with respect thereto.
13.
Term
of Agreement; Amendment
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving
90
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party upon the breach of the other party
of
any material term of this Agreement if such breach is not cured within 15 days
of notice of such breach to the breaching party. This Agreement may not be
amended or modified in any manner except by written agreement executed by USBFS
and the Company, and authorized or approved by the Board of
Directors.
10
14.
Duties
in the Event of Termination
In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice
to
USBFS, USBFS 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 USBFS under this Agreement in a
form
reasonably acceptable to the Company (if such form differs from the form in
which USBFS 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 USBFS’s personnel in the establishment of books, records, and other data by
such successor. If no such successor is designated, then such books, records
and
other data shall be returned to the Company.
15.
Early
Termination
In
the
absence of any material breach of this Agreement, should the Company elect
to
terminate this Agreement prior to the end of the term, the Company agrees to
pay
the following fees:
a. |
all
monthly fees through the life of the contract, including the rebate
of any
negotiated discounts;
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b. |
all
fees associated with converting services to successor service
provider;
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c. |
all
fees associated with any record retention and/or tax reporting obligations
that may not be eliminated due to the conversion to a successor service
provider;
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d. |
all
out-of-pocket costs associated with a-c
above.
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16.
Assignment
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Company without the written consent of USBFS, or by
USBFS without the written consent of the Company, accompanied by the
authorization or approval of the Company’s Board of Directors.
17. Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with
the
1940 Act or any rule or order of the Securities and Exchange Commission
thereunder.
11
18.
No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower either party to act
as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
19.
Services
Not Exclusive
Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
20.
Invalidity
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
21. Notices
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three
days after sent by registered or certified mail, postage prepaid, return receipt
requested, or on the date sent and confirmed received by facsimile transmission
to the other party’s address set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Company shall be sent to:
Wisconsin
Capital Funds, Inc.
c/o
Wisconsin Capital Management
1200
Xxxx
X. Xxxxxxx Xx., Xxxxxx Xxxxx
Xxxxxxx,
XX 00000
12
22.
Multiple
Originals
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
23. Entire
Agreement
This
Agreement, together with any exhibits, attachments, appendices or schedules
expressly referenced herein, sets forth the sole and complete understanding
of
the parties with respect to the subject matter hereof and supersedes all prior
agreements relating thereto, whether written or oral, between the parties.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
WISCONSIN CAPITAL FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC | |
By: /s/ Xxxxxx X. Xxxxx | By: /s/ Xxxxxxx X. XxXxx | |
Name: Xxxxxx X. Xxxxx | Name: Xxxxxxx X. XxXxx | |
Title: President and Chief Executive Officer | Title: Senior Vice President |
13
Exhibit
A
to
the
Fund
Names
Separate
Series of Wisconsin Capital Funds, Inc.
Name of Series |
Date
Added
|
|
Plumb Balanced Fund |
on
or after May 23, 2007
|
|
Plumb Equity Fund |
on
or after May 23,
2007
|
14
Exhibit
B
to
the
As
Of Processing Policy
USBFS
will reimburse each Fund for any Net Material Loss that may exist on such Fund’s
books and for which USBFS 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 a Fund’s net asset value per share by more than
½ cent. Gains and losses will be reflected on a Fund’s daily
share sheet,
and such Fund will be reimbursed for any net material loss on a monthly basis.
USBFS will reset the as of ledger each calendar month so that any losses which
do not exceed the materiality threshold of ½ cent will not be carried forward to
the next succeeding month. USBFS will notify the advisor to the Funds on the
daily share sheet of any losses for which the advisor may be held
accountable.
15
Exhibit
C
to
the
INTERNET
ACCESS SERVICES
1. Services
Covered
USBFS
shall make the following electronic, interactive and processing services
(“Electronic Services”) available to the Company in accordance with the terms of
this Exhibit
C:
A. |
Fan
Web
-
Shareholder internet access to account information and transaction
capabilities. Internet service is connected directly to the fund
group’s
web site through a transparent hyperlink. Shareholders can access,
among
other information, account information and portfolio listings within
a
fund family, view transaction history, and purchase additional
shares
through the Automated Clearing House (“ACH”).
|
B. |
Vision
Mutual Fund Gateway
-
Permits broker/dealers, financial planners, and registered investment
advisors to use a web-based system to perform order and account
inquiry,
execute trades, print applications, review prospectuses, and establish
new
accounts.
|
2.
Duties
and Responsibilities of USBFS
USBFS
shall:
A. |
Make
Electronic Services available 24 hours a day, 7 days a week, subject
to
scheduled maintenance and events outside of USBFS’s reasonable control.
Unless an emergency is encountered, no routine maintenance will occur
during the hours of 8:00 a.m. to 3:00 p.m. Central Time.
|
B. |
Provide
installation services, which shall include review and approval of
the
Company’s network requirements, recommending method of establishing (and,
as applicable, cooperate with the Company to implement and maintain)
a
hypertext link between the Electronic Services site and the Company’s web
site(s) and testing the network connectivity and
performance.
|
C. |
Maintain
and support the Electronic Services, which shall include providing
error
corrections, minor enhancements and interim upgrades to the Electronic
Services that are made generally available to the Electronic Services
customers and providing help desk support to provide assistance to
the
Company’s employees and agents with their use of the Electronic Services.
Maintenance and support, as used herein, shall not include (i) access
to
or use of any substantial added functionality, new interfaces, new
architecture, new platforms, new versions or major development efforts,
unless made generally available by USBFS to the Electronic Services
customers, as determined solely by USBFS or (ii) maintenance of customized
features.
|
16
D. |
Establish
systems to guide, assist and permit End Users (as defined below)
who
access the Electronic Services site from the Company’s web site(s) to
electronically perform inquiries and create and transmit transaction
requests to USBFS.
|
E. |
Address
and mail, at the Company’s expense, notification and promotional mailings
and other communications provided by the Company to shareholders
regarding
the availability of the Electronic
Services.
|
F. |
Issue
to each shareholder, financial adviser or other person or entity
who
desires to make inquiries concerning the Company or perform transactions
in accounts with the Company using any of the Electronic Services
(the
“End User”) a unique personal identification number (“PIN”) for
authentication purposes, which may be changed upon an End User’s
reasonable request in accordance with policies to be determined by
USBFS
and the Company. USBFS will require the End User to provide his/her
PIN in
order to access the Electronic
Services.
|
G. |
Prepare
and process new account applications received through the Electronic
Services from shareholders determined by the Company to be eligible
for
such services and in connection with such, the Company agrees as
follows:
|
(1) |
to
permit the establishment of shareholder bank account information
over the
Internet in order to facilitate purchase activity through ACH;
and
|
(2) |
the
Company shall be responsible for any resulting gain/loss liability
associated with the ACH process.
|
H. |
Provide
the End User with a transaction confirmation number for each completed
purchase, redemption, or exchange of the Company’s shares upon completion
of the transaction.
|
I. |
Utilize
encryption and secure transport protocols intended to prevent fraud
and
ensure confidentiality of End User accounts and transactions. In
no event
shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS
will
take reasonable actions, including periodic scans of Internet interfaces
and the Electronic Services, to protect the Internet web site that
provides the Electronic Services and related network, against viruses,
worms and other data corruption or disabling devices, and unauthorized,
fraudulent or illegal use, by using appropriate virus detection and
destructive software and by adopting such other security procedures
as may
be necessary.
|
J. |
Monitor
the telephone lines involved in providing the Electronic Services
and
inform the Company promptly of any malfunctions, problems, errors
or
service interruptions with respect to the Electronic Services of
which
USBFS becomes aware.
|
17
K. |
Exercise
reasonable efforts to maintain all on-screen disclaimers and copyright,
trademark and service xxxx notifications, if any, provided by the
Company
to USBFS in writing from time to time, and all “point and click” features
of the Electronic Services relating to shareholder acknowledgment
and
acceptance of such disclaimers and
notifications.
|
L. |
Establish
and provide to the Company written procedures, which may be amended
from
time to time by USBFS with the written consent of the Company, regarding
End User access to the Electronic Services. Such written procedures
shall
establish security standards for the Electronic Services, including,
without limitation:
|
(1) |
Encryption/secure
transport protocols.
|
(2) |
End
User lockout standards (e.g., lockout after three unsuccessful attempts
to
gain access to the Electronic
Services).
|
(3) |
PIN
issuance and reissuance standards.
|
(4) |
Access
standards, including limits on access to End Users whose accounts
are
coded for privilege.
|
(5) |
Automatic
logoff standards (e.g., if the session is inactive for longer than
15
minutes).
|
M. |
Provide
the Company with daily reports of transactions listing all purchases
or
transfers made by each End User separately. USBFS shall also furnish
the
Company with monthly reports summarizing shareholder inquiry and
transaction activity without listing all
transactions.
|
N. |
Annually
engage a third party to audit its internal controls for the Electronic
Services and compliance with all guidelines for the Electronic Services
included herein and provide the Company with a copy of the auditor’s
report promptly.
|
3.
Duties
and Responsibilities of the Company
The
Company assumes exclusive responsibility for the consequences of any
instructions it may give to USBFS, for the Company’s or End Users’ failure to
properly access the Electronic Services in the manner prescribed by USBFS,
and
for the Company’s failure to supply accurate information to USBFS.
Also,
the
Company shall:
18
A. |
Revise
and update the applicable prospectus(es) and other pertinent materials,
such as user agreements with End Users, to include the appropriate
consents, notices and disclosures for Electronic Services, including
disclaimers and information reasonably requested by
USBFS.
|
B. |
Be
responsible for designing, developing and maintaining one or more
web
sites for the Company through which End Users may access the Electronic
Services, including provision of software necessary for access to
the
Internet, which must be acquired from a third-party vendor. Such
web sites
shall have the functionality necessary to facilitate, implement and
maintain the hypertext links to the Electronic Services and the various
inquiry and transaction web pages. The Company shall provide USBFS
with
the name of the host of the Company’s web site server and shall notify
USBFS of any change to the Company’s web site server
host.
|
C. |
Provide
USBFS with such information and/or access to the Company’s web site(s) as
is necessary for USBFS to provide the Electronic Services to End
Users.
|
D. |
Promptly
notify USBFS of any problems or errors with the applicable Electronic
Services of which the Company becomes aware or any changes in policies
or
procedures of the Company requiring changes to the Electronic Services.
|
4.
Additional
Representation and Warranty
The
parties hereby warrant that neither party shall knowingly insert into any
interface, other software, or other program provided by such party to the other
hereunder, or accessible on the Electronic Services site or Company’s web
site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,”
“worm,” “drop dead device,” “virus” or other computer software code or routines
or hardware components designed to disable, damage or impair the operation
of
any system, program or operation hereunder. For failure to comply with this
warranty, the non-complying party shall immediately replace all copies of the
affected work product, system or software. All costs incurred with replacement
including, but not limited to, cost of media, shipping, deliveries and
installation, shall be borne by such party.
5.
Proprietary
Rights
A. |
Each
party acknowledges and agrees that it obtains no rights in or to
any of
the software, hardware, processes, trade secrets, proprietary information
or distribution and communication networks of the other hereunder.
Any
software, interfaces or other programs a party provides to the other
hereunder shall be used by such receiving party only in accordance
with
the provisions of this Exhibit
C.
Any interfaces, other software or other programs developed by one
party
shall not be used directly or indirectly by or for the other party
or any
of its affiliates to connect such receiving party or any affiliate
to any
other person, without the first party’s prior written approval, which it
may give or withhold in its sole discretion. Except in the normal
course
of business and in conformity with Federal copyright law or with
the other
party’s consent, neither party nor any of its affiliates shall disclose,
use, copy, decompile or reverse engineer any software or other programs
provided to such party by the other in connection
herewith.
|
19
B. |
The
Company’s web site(s) and the Electronic Services site may contain certain
intellectual property, including, but not limited to, rights in
copyrighted works, trademarks and trade dress that is the property
of the
other party. Each party retains all rights in such intellectual property
that may reside on the other party’s web site, not including any
intellectual property provided by or otherwise obtained from such
other
party. To the extent the intellectual property of one party is cached
to
expedite communication, such party grants to the other a limited,
non-exclusive, non-transferable license to such intellectual property
for
a period of time no longer than that reasonably necessary for the
communication. To the extent that the intellectual property of one
party
is duplicated within the other party’s web site to replicate the “look and
feel,” “trade dress” or other aspect of the appearance or functionality of
the first site, that party grants to the other a limited, non-exclusive,
non-transferable license to such intellectual property for the period
during which this Exhibit
C
is
in effect. This license is limited to the intellectual property needed
to
replicate the appearance of the first site and does not extend to
any
other intellectual property owned by the owner of the first site.
Each
party warrants that it has sufficient right, title and interest in
and to
its web site and its intellectual property to enter into these
obligations, and that to its knowledge, the license hereby granted
to the
other party does not and will not infringe on any U.S. patent, copyright
or other proprietary right of a third
party.
|
C. |
Each
party agrees that the nonbreaching party would not have an adequate
remedy
at law in the event of the other party’s breach or threatened breach of
its obligations under this Section of this Exhibit
C
and that the nonbreaching party would suffer irreparable injury and
damage
as a result of any such breach. Accordingly, in the event either
party
breaches or threatens to breach the obligations set forth in this
Section
of this Exhibit
C,
in addition to and not in lieu of any legal or other remedies a party
may
pursue hereunder or under applicable law, each party hereby consents
to
the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction)
against
it by a court of competent jurisdiction, without the necessity of
proving
actual damages or posting any bond or other security therefor, prohibiting
any such breach or threatened breach. In any proceeding upon a motion
for
such equitable relief, a party’s ability to answer in damages shall not be
interposed as a defense to the granting of such equitable relief.
The
provisions of this Section relating to equitable relief shall survive
termination of the provision of services set forth in this Exhibit
C.
|
6. Compensation
USBFS
shall be compensated for providing the Electronic Services in accordance with
the fee schedule set forth in Appendix
1
to this
Exhibit
C
(as
amended from time to time).
20
7.
Additional
Indemnification; Limitation of Liability
A. |
Subject
to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY
OF THE
ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Company or
any third party (including End Users) for any claims, notwithstanding
the
form of such claims (e.g., contract, negligence, or otherwise), arising
out of the delay of or interruption in the Electronic Services to
be
provided by USBFS hereunder shall be to use its best reasonable efforts
to
commence or resume the Electronic Services as promptly as is reasonably
possible.
|
B. |
USBFS
shall, at its sole cost and expense, defend, indemnify, and hold
harmless
the Company and its directors, officers and employees from and
against any
and all claims, demands, losses, expenses and liabilities of any
and every
nature (including reasonable attorneys’ fees) arising out of or relating
to (a) any infringement, or claim of infringement, of any United
States
patent, trademark, copyright, trade secret, or other proprietary
rights
based on the use or potential use of the Electronic Services and
(b) the
provision of the Company Files (as defined below) or Confidential
Information (as defined below) to a person other than a person
to whom
such information may be properly disclosed hereunder.
|
C. |
If
an injunction is issued against the Company’s use of the Electronic
Services by reason of infringement of a patent, copyright, trademark,
or
other proprietary rights of a third party, USBFS shall, at its own
option
and expense, either (i) procure for the Company the right to continue
to
use the Electronic Services on substantially the same terms and conditions
as specified hereunder, or (ii) after notification to the Company,
replace
or modify the Electronic Services so that they become non-infringing,
provided that, in the Company’s judgment, such replacement or modification
does not materially and adversely affect the performance of the Electronic
Services or significantly lessen their utility to the Company. If
in the
Company’s judgment, such replacement or modification does materially
adversely affect the performance of the Electronic Services or
significantly lessen their utility to the Company, the Company may
terminate all rights and responsibilities under this Exhibit
C
immediately on written notice to
USBFS.
|
D. |
Because
the ability of USBFS to deliver Electronic Services is dependent
upon the
Internet and equipment, software, systems, data and services provided
by
various telecommunications carriers, equipment manufacturers, firewall
providers and encryption system developers and other vendors and
third
parties, USBFS shall not be liable for delays or failures to perform
its
obligations hereunder to the extent that such delays or failures
are
attributable to circumstances beyond its reasonable control which
interfere with the delivery of the Electronic Services by means of
the
Internet or any of the equipment, software and services which support
the
Internet provided by such third parties. USBFS shall also not be
liable
for the actions or omissions of any third party wrongdoers (i.e.,
hackers
not employed by USBFS or its affiliates) or of any third parties
involved
in the Electronic Services and shall not be liable for the selection
of
any such third party, unless USBFS selected the third party in bad
faith
or in a grossly negligent manner.
|
21
E. |
USBFS
shall not be responsible for the accuracy of input material from
End Users
nor the resultant output derived from inaccurate input. The accuracy
of
input and output shall be judged as received at USBFS’s data center as
determined by the records maintained by
USBFS.
|
F. |
Notwithstanding
anything to the contrary contained herein, USBFS shall not be obligated
to
ensure or verify the accuracy or actual receipt, or the transmission,
of
any data or information contained in any transaction via the Electronic
Services or the consummation of any inquiry or transaction request
not
actually reviewed by USBFS.
|
8.
File
Security and Retention; Confidentiality
A. |
USBFS
and its agents will provide reasonable security provisions to ensure
that
unauthorized third parties do not have access to the Company’s data bases,
files, and other information provided by the Company to USBFS for
use with
the Electronic Services, the names of End Users or End User transaction
or
account data (collectively, “Company Files”). USBFS’s security provisions
with respect to the Electronic Services, the Company’s web site(s) and the
Company Files will be no less protected than USBFS’s security provisions
with respect to its own proprietary information. USBFS agrees that
any and
all Company Files maintained by USBFS for the Company hereunder shall
be
available for inspection by the Company’s regulatory authorities during
regular business hours, upon reasonable prior written notice to USBFS,
and
will be maintained and retained in accordance with applicable requirements
of the 1940 Act. USBFS will take such actions as are necessary to
protect
the intellectual property contained within the Company’s web site(s) or
any software, written materials, or pictorial materials describing
or
creating the Company’s web site(s), including all interface designs or
specifications. USBFS will take such actions as are reasonably necessary
to protect all rights to the source code and interface of the Company’s
web site(s). In addition, USBFS will not use, or permit the use of,
names
of End Users for the purpose of soliciting any business, product,
or
service whatsoever except where the communication is necessary and
appropriate for USBFS’s delivery of the Electronic
Services.
|
B. |
USBFS
shall treat as confidential and not disclose or otherwise make available
any of the Company’s lists, information, trade secrets, processes,
proprietary data, information or documentation (collectively, the
“Confidential Information”), in any form, to any person other than agents,
employees or consultants of USBFS. USBFS will instruct its agents,
employees and consultants who have access to the Confidential Information
to keep such information confidential by using the same care and
discretion that USBFS uses with respect to its own confidential property
and trade secrets. Upon termination of the rights and responsibilities
described in this Exhibit
C
for any reason and upon the Company’s request, USBFS shall return to the
Company, or destroy and certify that it has destroyed, any and all
copies
of the Confidential Information which are in its
possession.
|
22
C. |
Notwithstanding
the above, USBFS will not have an obligation of confidentiality under
this
Section with regard to information that (1) was known to it prior
to
disclosure hereunder, (2) is or becomes publicly available other
than as a
result of a breach hereof, (3) is disclosed to it by a third party
not
subject to a duty of confidentiality, or (4) is required to be disclosed
under law or by order of court or governmental
agency.
|
9.
Warranties
EXCEPT
AS
OTHERWISE PROVIDED IN THIS EXHIBIT, THE ELECTRONIC SERVICES ARE PROVIDED BY
USBFS “AS IS” ON AN “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND USBFS
EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
ELECTRONIC SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.
10. Duties
in the Event of Termination
In
the
event of termination of the services provided pursuant to this Exhibit
C,
(i) End
Users will no longer be able to access the Electronic Services and (ii) the
Company will return all codes, system access mechanisms, programs, manuals
and
other written information provided to it by USBFS in connection with the
Electronic Services provided hereunder, and shall destroy or erase all such
information on any diskettes or other storage medium.
23
Appendix
I to Exhibit
C
(Electronic Services)
Transfer
Agent Servicing Agreement - Wisconsin Capital Funds, Inc.
E-COMMERCE
& INTERNET SERVICES
FEE
SCHEDULE - at April, 2007
|
|
FAN
WEB
- Shareholder internet access to account information and transaction
capabilities through a transparent link at the fund group web site.
Shareholders access account information, portfolio listing fund family,
transaction history, purchase additional shares through ACH,
etc.
1. FAN
Web Select (Fund Groups under 50,000 open accounts) - Standard Web
services
· Implementation
- $5,000 per fund group - includes up to 10 hours of technical/BSA
support
· Annual
Base Fee - $12,000 per year (annual base fee increases to $36,000
per year
when the fund group exceeds 50,000 open accounts)
2. Customization
- $165.00 per hour
3. Activity
(Session) Fees:
· Inquiry
- $.15 per event
· Account
Maintenance - $.25 per event
· Transaction
- financial transactions, reorder statements, etc. - $.50 per
event
· New
Account Set-up - $3.00 per event (Not available with FAN Web
Select)
|
|
VISION
MUTUAL FUND GATEWAY
- Permits broker/dealers, financial planners, and RIAs to us a web-based
system to perform order and account inquiry, execute trades, print
applications, review prospectuses, and establish new accounts.
· Inquiry
Only
· Inquiry
- $.05 per event
· Per
broker ID - $5.00 per month per ID
· Transaction
Processing
· Implementation
- $5,000 per management company
· Transaction
- purchase, redeem, exchange, literature order - $.50 per
event
· New
Account Set-up - may contain multiple fund/accounts - $3.00 per
event
· Monthly
Minimum Charge - $500.00 per month
|
|
FAN
MAIL
- Financial planner mailbox provides transaction, account and price
information to financial planners and small broker/dealers for import
into
a variety of financial planning software packages.
· Base
Fee Per Management Company - file generation and delivery - $6,000
per
year
· Per
Record Charge
· Rep/Branch/ID
- $.018
· Dealer
- $.012
· Price
Files - $.002 or $1.75/user/month, whichever is less
|
|
ELECTRONIC
DELIVERY SERVICES
|
|
Electronic
Statement Delivery Service
Document
Load - $.07 /statement
E-mail
Notification - $.18 /notification
Implementation
- $4,000 /fund group
Compliance
Delivery Services
Consent
Notification - $.18 /notification
Minimum
Annual Fee - $1,500 /fund group
Implementation
- $5,000 /fund group
Custom
development (if necessary) - $150.00 /hour
|
Standard
Service Offering Includes:
· Statement
presented as HTML document
· Statements
will be loaded for all accounts, regardless of consent
· Text
e-mail notification
· Statement
storage for 2 years on “hot” storage
· Implementation
for one unique statement type/product
· Print
suppression capability provided through consent option
· E-mail
tracking and reporting
· Includes
7 years “hot” storage for all statements
loaded
|
24
Exhibit
D
to the Transfer Agent Agreement
Wisconsin
Capital Funds, Inc.
TRANSFER
AGENT & SHAREHOLDER SERVICES
ANNUAL
FEE SCHEDULE - at April, 2007
|
|
Service
Charges to the Funds**
Shareholder
Services Fee per Fund:
$15.00
per open account
$13.00
per open NSCC account
$
2.50 per closed (zero balance) account
Plus
a base fee of $20,000 per fund
Activity
Charges
¨ Telephone
Calls - $1.00 /minute
¨ Investment
Kit requests (Prospect Servicing)
$200/month
administration
$6.00/per
order received
¨ Lost
Shareholder Search - $5.00 /search
¨ AML
New Account Service - $1.00 per acct.
¨ ACH/EFT
Shareholder Services:
$125.00
/month/fund group
$.50
/ACH item, setup, change
$5.00
/correction, reversal
Out-of-pocket
Costs:
¨ Telephone
toll-free lines, call transfers, etc.
¨ Insurance,
records retention, microfilm/fiche
¨ ACH
fees
¨ NSCC
charges from DTCC
¨ Mailing,
postage printing
¨ Stationery,
envelopes
¨ Additional
proxy services
|
Service
Charges to Investors (if applicable)
Qualified
Plan (XXX) Fees (Billed to Investors)
¨ $15.00
/qualified plan acct (Cap at $30.00/SSN)
¨ $15.00
/outgoing wires
Technology
Charges (if applicable)
MFx
Report Source $2,000 -includes AWD thin client
NSCC
Service Interface
Setup
- $1,500 per fund group
Annual
- $1,500 per cusip/year
Telecommunications
and Voice Services
Service
Setup - $1,700
VRU
Setup - $500 per fund group
VRU
Maintenance - $1,200 per fund/year
$.35
/voice response call*
Development/Programming
- $150 /hour
File
Transmissions - subject to requirements
Select
reports (non-standard) - $100 per select
Conversion
of Records - N/A
Fees
are billed monthly
**Subject
to CPI increase, Milwaukee MSA.
|
Base
fees
for Transfer Agent Administration should be reduced by 15% for the first 12
months.
25