Exhibit No. EX-99.h.2
BRIDGEWAY FUNDS, INC.
FEE SCHEDULE
AGREEMENT amended and restated as of the 4th day of February, 2005, by and
between Bridgeway Funds, Inc. (the "Client"), and Forum Shareholder Services,
LLC ("Forum.")
WHEREAS, Client and Forum have amended the separate transfer agency
agreement (the "Services Agreement"), to include the provision of additional
services by Forum, and the parties wish to amend the Fee Schedule to document
the fees and expenses payable and reimbursable by Client to Forum pursuant to
the amendment.
NOW THEREFORE, as contemplated by Sections 6.1 and 6.2 of the Service
Agreement, Client and Forum hereby agree that:
1. Transfer Agency Fees. For its services under the Services Agreement, the Fees
payable to Forum shall be:
Start-Up
o $5,000
Base fee:
o $1,000 per month per CUSIP
Shareholder account fees:
o $1.50 per month per shareholder account
o $0.50 per month per ▇▇▇▇ ▇▇▇▇▇ ▇ shareholder account
o $0.25 per month per closed shareholder account
o $15.00 per year per ▇▇▇ account (charged to shareholder)
Other fees:
o Voice Response Unit (VRU) fees (if applicable):
o $0.50 per call, subject to a $500 per month (per telephone line)
minimum
o Internet service fees (if applicable):
o Client Remote Inquiry - None
o Shareholder Remote Inquiry/Trading/Account Opening - $125 per
month per fund (fee waived entirely if number total number of
funds in fund family is greater than ten)
o Literature fulfillment:
o 150 pieces/day or less-Out of pocket costs for printing of
materials (if printed by Forum's vendors), postage and envelopes
o More than 150 pieces/day- Out of pocket costs for printing of
materials (if printed by Forum's vendors), postage, envelopes and
insertion charges from outside vendor
o Full-phone servicing:
o $2.00 per rep-assisted call in excess of 1,000 calls per month
Note:
o Other out-of-pocket charges include banking, NSCC, fund paper stock,
proxy solicitor, escheatment, anti-money laundering software and
related audit, SAS 70, communications, document preparation and
insertion, postage and delivery services, reproduction and record
storage and retention expenses
2. Effect of Fee Schedule. This Fee Schedule is a supplement to the Services
Agreement, is subject to the terms of the Services Agreement and is executed by
an authorized representative of each party. In the event of any conflict between
the provisions of this Fee Schedule and the provisions of the Services
Agreement, the provisions of this Fee Schedule shall control. No provision of
this Fee Schedule may be amended or modified in any manner except in a writing
properly authorized and executed by the party against which such an amendment is
sought to be enforced.
IN WITNESS WHEREOF, the parties hereto have caused this amended and
restated Fee Schedule to be executed in their names and on their behalf by and
through their duly authorized officers or representatives, as of the day and
year first above written.
BRIDGEWAY FUNDS FORUM SHAREHOLDER SERVICES, LLC
By:
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director
[Name, Title]
Appendix A -- Transfer Agency Services (Open End)
Pursuant to Section 2.1 of the Services Agreement (the "Agreement") by and
between Bridgeway Funds, Inc.(the "Client") and Forum Shareholder Services, LLC
("Forum"), Forum agrees to provide the services described below with respect to
the Client and each Fund and Class of the Client (in each case as such terns are
defined in the Agreement), subject to the terms and conditions of the Agreement
and this Appendix A. Capitalized terms used but not defined in this Appendix A
shall have the meanings assigned thereto in the Agreement.
1 General.
Transfer agent, dividend disbursing agent services and, as relevant, services in
connection with accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program) that in
each case are customary for open-end, management investment companies,
including:
(a) Maintaining all Shareholder accounts;
(b) Preparing Shareholder meeting lists;
(c) Mailing proxies and related materials to Shareholders;
(d) Mailing Shareholder reports and prospectuses to current Shareholders;
(e) Withholding taxes on U.S. resident and non-resident alien accounts;
(f) Preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required by federal authorities with respect to
distributions for Shareholders;
(g) Preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts;
(h) Preparing and mailing activity statements for Shareholders;
(i) Maintaining Internet interface for shareholder servicing;
(j) Providing Shareholder account information;
(k) Assemble and mail literature to Shareholders and potential
Shareholders; and
(l) Respond to inbound phone calls from 8 am - 6 pm Eastern Standard Time.
2.1 Purchase, Redemption and Transfer of Shares
(a) Receive for acceptance orders for the purchase of Shares and promptly
deliver payment therefore to the custodian;
(b) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests;
(d) As and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by
the Prospectus pursuant to which the redeemed Shares were offered and
as instructed by the redeeming Shareholders; and
(e) Effect transfers of Shares upon receipt of appropriate instructions
from Shareholders.
2.2 Notes and Conditions to Purchase, Redemption and Transfer of Shares:
(a) Processing requests to purchase, redeem and transfer shares shall be
subject to Forum' anti-money-laundering ("AML") program. (See Section 4
below.)
(b) Forum may require any or all of the following in connection with the
original issue of Shares: (i) Instructions requesting the issuance, (ii)
evidence that the Client's Governing Body has authorized the issuance,
(iii) any required funds for the payment of any original issue tax
applicable to such Shares, and (iv) an opinion of the counsel to the Client
about the legality and validity of the issuance.
(c) Shares shall be issued in accordance with the terms of a Fund's or
Class' Prospectus after Forum or its agent receives either of the
following, in each case in good order and with such additional items or
materials as may be required by the Client's Procedures, Forum's
operational procedures and/or Forum's AML Program:
(i) (A) an instruction directing investment in a Fund or Class, (B) a
check (other than a third party check) or a wire or other electronic
payment in the amount designated in the instruction and (C), in the
case of an initial purchase, a completed account application; or
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(d) Shareholder payments shall be considered Federal Funds no later than on
the day indicated below unless other times are noted in the Prospectus of
the applicable Fund or Class:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System,
on the next Fund business day following receipt of the check; and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as Forum is credited with Federal
Funds with respect to that check.
(e) In registering transfers of Shares, Forum may rely upon the Uniform
Commercial Code as in effect in the State of Delaware or any other statutes
that, in the opinion of Forum's counsel, protect Forum and the Client from
liability arising from (i) not requiring complete documentation, (ii)
registering a transfer without an adverse claim inquiry, (iii) delaying
registration for purposes of such inquiry or (iv) refusing registration
whenever an adverse claim requires such refusal.
3. Processing Distributions
Prepare and, subject to receipt of good funds therefore from the custodian for
the applicable Fund, transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the Client with
respect to Shares of a Fund.
4.1 Anti-Money Laundering ("AML") Matters ("AML Services")
(a) Verify shareholder identity upon opening new accounts in accordance
with Section 326 of the USA PATRIOT Act (the "Patriot Act") and any
regulations thereunder, as required under applicable law;
(b) Monitor shareholder transactions and identify and report suspicious
activities that are required to be so identified and reported, in each case
consistent with the AML programs of the Client and Forum;
(c) Submit all financial transactions through the Office of Foreign Asset
Control ("OFAC") database and FinCEN's Control List;
(d) Follow the Client's third party check policies; provided, however, that
under no circumstance will Forum accept a corporate third party check;
(e) Place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the AML programs of the Client and
Forum and in accordance with the Patriot Act and OFAC; and
(f) Maintain policies, procedures and internal controls that are consistent
with the Client's AML program
4.2 Notes and Conditions to AML Services
(a) The Client authorizes Forum to take such actions in the performance of
the AML Services as Forum deems appropriate and consistent with the
Client's AML program and applicable AML Laws.
(i) (b) Forum agrees to furnish the Client its written program concerning
anti-money laundering services rendered by Forum to its various clients.
Forum agrees to notify the Client of any change to its anti-money
laundering program that would materially impact the Client's AML Program.
5.1 Financial Intermediaries
(a) Track Shareholder Accounts by financial intermediary source and
otherwise as reasonably requested by the Client and provide periodic
reporting to the Client;
(b) Receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges); and
(c) Prepare and, subject to receipt of good funds, transmit payments to
underwriters, selected dealers and others for commissions and service fees
received.
5.2 Notes and Conditions to Financial Intermediaries Services
(a) If the Client fails to settle any trade of Shares (a "settlement
failure") transacted over the FundServ network maintained by the National
Securities Clearing Corporation ("NSCC"), the Client shall, prior to one
hour before the next settlement of Shares, (i) notify Forum about the
settlement failure and (ii) provide Forum with a description of the
specific remedial and prospective actions proposed to be taken by the
Client in order to remedy such settlement failure and avoid any settlement
failures in the future (a "remediation plan"). If (i) the Client fails to
notify Forum about a settlement failure on a timely basis and (ii) the
Client fails to deliver the remediation plan on a timely basis, or (iii)
the remediation plan is inadequate (in Forum's reasonable opinion), then,
upon written notice to the Client, Forum may terminate the performance of
any services rendered to the Client under Section 5.1 of this Appendix A
immediately and without penalty.
(b) If Forum is or, in Forum's reasonable opinion, Forum may be the subject
to any disciplinary action by the NSCC, including, but not limited to fine
or censure, expulsion, suspension, limitation of or restriction on
activities, functions, and operations (collectively, an "NSCC sanction") as
a result of the activities of the Client or its respective agents, then
Forum may, in its sole discretion, demand, in writing, that the Client
provide Forum with adequate assurances specifying any remedial and
prospective actions to be taken in order to remedy or avoid an NSCC
sanction. If the Client does not, within seven (7) days of such demand
provide adequate assurances satisfactory to Forum in response to any NSCC
sanction, then, upon written notice to the Client, Forum may terminate the
performance of any services rendered to the Client under Section 5.1 of
this Appendix A immediately and without penalty.
(c) Notwithstanding the foregoing, Forum may terminate the performance of
any services rendered to the Client under Section 5.1 of this Appendix A
immediately and without penalty upon written notice to the Client if Forum
is subject to more than one NSCC sanction by the NSCC during the term of
this Agreement.
6.1 Blue Sky; Escheatment
(a) Provide a system that will enable the Client to calculate the total
number of Shares of each Fund and Class thereof sold in each State; and
(b) Monitor and make appropriate filings with respect to the escheatment
laws of the various states and territories of the United States.
6.2 Notes and Conditions to Blue Sky Services
The Client shall be responsible for identifying to Forum in writing those
transactions and assets to be treated as exempt from reporting for each
state and territory of the United States and for each foreign jurisdiction.
7.1 Shareholder Votes and Proxy Statements
(a) Oversee the activities of proxy solicitation firms; and
(b) Receive and tabulate proxy votes, coordinate the tabulation of proxy
and shareholder meeting votes and perform such other additional services as
may be specified from time to time by the Client, pursuant to mutually
acceptable compensation and implementation agreements.
8.1 Recordkeeping and Reporting; Facilities
(a) Record the issuance of Shares of the Client and maintain pursuant to
Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended a
record of the total number of Shares of the Client, each Fund and each
Class thereof, that are authorized, based upon data provided to it by the
Client, and are issued and outstanding and provide the Client on a regular
basis a report of the total number of Shares that are authorized and the
total number of Shares that are issued and outstanding;
(b) Maintain records of account for and provide reports and statements to
the Client and Shareholders about the foregoing; and
(c) Forum shall establish and maintain facilities and procedures reasonably
acceptable to the Client for the safekeeping, control, preparation and use
of share certificates, check forms, and facsimile signature imprinting
devices. Forum shall establish and maintain facilities and procedures
reasonably acceptable to the Client for safekeeping of all records
maintained by Forum pursuant to this Agreement.
9.1 Exceptions
For purposes of the Agreement, the following shall be considered
"Exceptions":
Any transactions or reports that are processed or generated by Forum using
non-standard procedures at the request or Instruction of Client if the use
of such non-standard procedures does not permit Forum to use, without
material alteration thereof, controls that have been designed for use with
Forum's standard procedures.
For example, and without limitation: transactions or reports that require
more manual intervention by Forum, either in the entry of data or in the
modification or amendment of reports generated by Forum's then-current
software systems, if Forum's standard software- or system-based controls to
ensure the accuracy or timeliness of such transactions or reports cannot be
used by Forum.
