EXHIBIT (H)(3)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 30th day of November,
2003, and replaces any prior agreement relating to the services described
herein, by and between Xxxxxxxx Xxxxx Funds, Inc. a Wisconsin corporation (the
"Corporation") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited
liability company ("USBFS").
WHEREAS, the Corporation 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 common stock 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 Corporation desires to retain USBFS to provide transfer and
dividend disbursing agent services to each series of the Corporation listed on
Exhibit A hereto (as amended from time to time) (each a "Fund", 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 Corporation hereby appoints USBFS as transfer agent of the
Corporation 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.
2. Services and Duties of USBFS
USBFS shall perform all of the customary services of a transfer
agent and dividend disbursing agent for the Funds, 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 orders for the purchase of shares.
B. Process purchase orders with prompt delivery, where appropriate, of
payment and supporting documentation to the Corporation's custodian,
and issue the appropriate number of uncertificated shares with such
uncertificated shares being held in the appropriate shareholder
account.
C. Arrange for issuance of shares obtained through transfers of funds
from Fund shareholders' accounts at financial institutions and
arrange for the exchange of shares for shares of other eligible
investment companies, when permitted by the Fund's current
prospectus ("Prospectus").
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Corporation's
custodian.
E. Pay monies upon receipt from the Corporation's custodian, where
relevant, in accordance with the instructions of redeeming
shareholders.
F. Process transfers of shares in accordance with the shareholder's
instructions.
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 Corporation with respect to the Fund, after
deducting any amount required to be withheld by any applicable laws,
rules and regulations and in accordance with shareholder
instructions.
I. Make changes to shareholder records, including, but not limited to,
address changes in plans (e.g., systematic withdrawal, automatic
investment, dividend reinvestment).
J. Record the issuance of shares of the 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 the Fund which are authorized, issued and outstanding.
K. Prepare shareholder meeting lists and, if applicable, mail, receive
and tabulate proxies.
L. Mail shareholder reports and Prospectuses to current shareholders.
M. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to dividends
and distributions for all shareholders.
N. 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 Corporation.
O. 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 Corporation, all as required by applicable federal tax
laws and regulations.
P. Provide a Blue Sky system that will enable the Corporation to
monitor the total number of shares of the Fund sold in each state.
In addition, the Corporation or its agent, including USBFS, shall
identify to USBFS in writing those transactions and assets to be
treated as exempt from the Blue Sky reporting for each state. The
responsibility of USBFS for the Corporation's Blue Sky state
registration status is solely limited to the initial compliance by
the Corporation and the reporting of such transactions to the
Corporation or its agent.
Q. Answer correspondence from shareholders, securities brokers and
others relating to USBFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed upon
between USBFS and the Corporation.
R. Reimburse the 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 C hereto.
3. Compensation
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B
hereto (as amended [by the parties] in writing from time to time). The
Corporation shall pay all fees and reimbursable expenses within thirty
(30) calendar days following receipt of the billing notice, except for any
fee or expense subject to a good faith dispute. The Corporation shall
notify USBFS in writing within thirty (30) calendar days following receipt
of each invoice if the Corporation is disputing any amounts in good faith.
The Corporation shall settle such disputed amounts within ten (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 Corporation is
disputing in good faith as set forth above, unpaid invoices shall accrue a
finance charge of one and one-half percent (1 1/2%) per month, after the
due date. Notwithstanding anything to the contrary, amounts owed by the
Corporation to USBFS shall only be paid out of assets and property of the
particular Fund involved.
4. 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
Corporation in connection with matters to which this Agreement
relates, 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 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, if USBFS has exercised reasonable
care in the performance of its duties under this Agreement, the
Corporation 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) which
USBFS may sustain or incur or which 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, 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 bad faith, negligence or from willful
misconduct on its part in performance of its duties under this
Agreement, (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 Corporation, such duly
authorized officer to be included in a list of authorized officers
furnished to USBFS and as amended from time to time in writing by
resolution of the Board of Directors of the Corporation (the "Board
of Directors" or "Directors").
USBFS shall indemnify and hold the Corporation harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable attorneys'
fees) that the Corporation may sustain or incur or that may be
asserted against the Corporation 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, its
bad faith, negligence, or willful misconduct.
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 beyond USBFS's control. 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. Such plans and
provisons are consistent with accepted industry standards.
Representatives of the Corporation 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.
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.
5. Proprietary and Confidential Information
USBFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the
Corporation all records and other information relative to the Corporation
and prior, present, or potential shareholders (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 after prior notification to and approval in writing by the
Corporation, 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 after being requested to divulge such
information by duly constituted authorities, or when so requested by the
Corporation.
Further, USBFS will adhere to the privacy policies adopted by the
Corporation pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be
modified from time to time (the "Act"). Notwithstanding the foregoing,
USBFS will not share any nonpublic personal information concerning any of
the Corporation's shareholders with any third party unless specifically
directed by the Corporation or allowed under one of the exceptions noted
under the Act.
6. Anti-Money Laundering Program
The Corporation acknowledges that it has had an opportunity to review,
consider and comment upon the procedures provided by USBFS describing
various tools designed to promote the detection and reporting of potential
money laundering activity by monitoring certain aspects of shareholder
activity (the "Monitoring Procedures") as well as written procedures for
verifying a customer's identity (the "Customer Identification
Procedures"), together referred to as the "Procedures," and the
Corporation has determined that the Procedures, as part of the
Corporation's overall anti-money laundering program, are reasonably
designed to prevent the Fund from being used for money laundering or the
financing of terrorist activities and to achieve compliance with the
applicable provision of the Bank Secrecy Act and the implementing
regulations thereunder.
Based on this determination, the Corporation hereby instructs and directs
USBFS to implement the Procedures on the Corporation'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 Corporation's anti-money laundering
responsibilities.
USBFS agrees to provide to the Corporation:
(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 Corporation or any
shareholder of the Fund;
(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 Corporation agrees not to
communicate this information to the customer;
(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
Corporation;
(d) Prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c);
and
(e) An annual report of its monitoring and customer identification
activities on behalf of the Corporation. USBFS shall provide such
other reports on the monitoring and customer identification
activities conducted at the direction of the Corporation as may be
agreed to from time to time by USBFS and the Corporation.
The Corporation 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 Corporation, as they may request, and (ii)
permit such federal regulators to inspect USBFS's implementation of the
Procedures on behalf of the Corporation.
7. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written
above and will continue indefinitely unless cancelled by either party
pursuant to the terms contained herein or by operation of law. This
Agreement may be terminated by either party upon giving ninety (90) days
prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. However, this Agreement may be
amended by mutual written consent of the parties.
8. 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
Corporation by written notice to USBFS, USBFS will promptly, upon such
termination and at the expense of the Corporation, 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 Corporation (if such form differs from the
form in which USBFS has maintained, the Corporation 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.
9. 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 Corporation, 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
Corporation 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 Corporation on and in accordance with
its request. Further, federal examiners shall have access to information
and records relating to anti-money laundering activities performed by
USBFS hereunder and USBFS consents to any inspection authorized by law or
regulation in connection thereof.
10. 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. Data Necessary to Perform Services
The Corporation or its agent, which may be USBFS, shall furnish to USBFS
the data necessary to perform the services described herein at such times
and in such form as mutually agreed upon. If USBFS is also acting in
another capacity for the Corporation, nothing herein shall be deemed to
relieve USBFS of any of its obligations in such capacity.
12. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other party.
13. 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 (3) 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
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Corporation shall be sent to:
Xxxxxxxx Xxxxx Funds, Inc.
Attn: General Counsel
1200 Xxxx X. Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
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.
XXXXXXXX XXXXX FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC
------------------------------------- By:
Xxxxxx X. Xxxxx ------------------------------------
President
Title:
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Exhibit A
to the
Transfer Agent Servicing Agreement
Separate Series of Xxxxxxxx Xxxxx Funds, Inc.
Name of Series Date Added
-------------- ----------
Xxxxxxxx Plumb Growth Fund 1996
Xxxxxxxx Xxxxx Select Fund 2001
Xxxxxxxx Plumb Blue Chip Fund 2002
Xxxxxxxx Xxxxx Balanced Fund 1996
Xxxxxxxx Plumb Bond Fund 1996
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TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE
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Service Charges to the Fund*
Shareholder Account Fee (Subject to Minimum)
o No-Load - $15.00 /account
o Load Fund - $16.00 /account
o Daily Accrual Fund - $21.00 /account
o Matrix Level 3 Accounts - $11.00/account
Annual Minimum
o $24,000 per no-load fund
o $28,000 per load or daily accrual fund
o $15,000 each additional class
Activity Charges
o Telephone Calls - $1.50 /call
o E-mail Services
$2.50 /e-mail received
o Draft Check Processing - $1.00 /draft
o Daily Valuation Trades - $6.75 /trade
o Lost Shareholder Search - $5.00 /search
o AML Base Service (excl Level 3 accounts)
0-999 accounts - $500.00/year
1,000-4,999 accounts - $1,000/year
5,000-9,999 accounts - $2,500/year
10,000+ accounts - $5,000/year
o AML New Account Service - $1.00/new domestic accounts and $2.00/new
foreign account
o Shareholder Verifications $0.35/item
o ACH/EFT Shareholder Services:
$125.00 /month/fund group
$ .50 /ACH item, setup, change
$5.00 /correction, reversal
Out-of-pocket Costs - Including but not limited to:
o Telephone toll-free lines, call transfers, etc.
o Mailing, sorting and postage
o Stationery, envelopes
o Programming, special reports
o Insurance, record retention, microfilm/fiche
o Proxies, proxy services
o ACH fees, NSCC charges
o All other out-of-pocket expenses
Service Charges to Investors
Qualified Plan Fees (Billed to Investors)
o $15.00 /qualified plan acct (Cap at $30.00/SSN)
o $15.00 /Xxxxxxxxx ESA acct (Cap at $30.00/SSN)
o $25.00 /transfer to successor trustee
o $25.00 /participant distribution (Excluding SWPs)
o $25.00 /refund of excess contribution
Additional Shareholder Fees (Billed to Investors)
o $15.00 /outgoing wire transfer
o $15.00 /overnight delivery
o $ 5.00 /telephone exchange
o $25.00 /return check or ACH
o $25.00 /stop payment
o $ 5.00 /research request per account (Cap at $25.00/request) (For
requested items of the second calendar year [or previous] to the
request)
Technology Charges
1. Fund Group Setup (first cusip) - $2,000 /fund group
2. Fund Setup - $1,500 /cusip (beyond first cusip)
3. NSCC Service Interface - All NSCC Services
o Setup - $1,500 /fund group
o Annual - $1,400 /cusip/year
4. Telecommunications and Voice Services
o Service Setup - $1,650 ATT transfer connect
o VRU Setup - $500 /fund group
o VRU Maintenance - $100 /cusip/month
o $.35 /voice response call o $.40 /voice recognition call
5. Asset Allocation Services - $8.00 /account group/year (4 reallocations)
6. 12b-1 Aging - $1.50 /account/year
7. Average Cost - $.36 /account/year
8. Development/Programming - $150 /hour
9. File Transmissions - subject to requirements
10. Selects - $300 per select
11. Extraordinary services - charged as incurred
o Conversion of Records (if necessary) - Estimate to be provided.
o Custom processing, re-processing
All other extraordinary services
Fees are billed monthly.
* Subject to CPI increase.
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* Effective with the first day after expiration of the first twelve (12)
months of service, the fees and charges set forth in this Schedule shall
be increased over the fees and charges during the previous twelve (12)
months in the amount equal to the change in the Consumer Price Index for
all Urban Consumers in the Milwaukee, Wisconsin Metropolitan Statistical
Area, All Terms, Based 1982-1984 = 100, as last reported by the U.S.
Bureau of Labor Statistics ("CPI-U"). Thereafter, all of the fees and
charges in this fee schedule (except for out-of-pocket expenses) shall
increase annually upon each anniversary of this Schedule in an amount
equal to the percentage change in the CPI-U for the proceeding twelve (12)
months.
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INTERNET SERVICES
ANNUAL FEE SCHEDULE
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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 account
information, portfolio listing within a fund family, view transaction history,
purchase additional shares through ACH, etc.
Annual Base Fee - $1000/month December 1, 2003 - November 30, 2004
$1500/month December 1, 2004 - November 30, 2005
$2000/month December 1, 2005 - November 30, 2006
Activity (Session) Fees:
o Inquiry - $.10 per event
o Account Maintenance - $.25 per event
o Transaction - financial transactions, reorder statements, etc. -
$.50 per event
o New Account Set-up - $3.00 per event
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Exhibit C
to the
Transfer Agent Servicing Agreement
As Of Processing Policy
USBFS will reimburse each Fund for any net material loss that may exist on
the 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 1/2 cent. Gains and losses will be reflected on the Fund's daily share
sheet, and the 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 1/2 cent will not be carried
forward to the next succeeding month. USBFS will notify the advisor to the Fund
on the daily share sheet of any losses for which the advisor may be held
accountable.
