PROSPECTOR FUNDS, INC. TRANSFER AGENT SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this ____ day
of September, 2007, by and between PROSPECTOR 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.
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Appointment
of USBFS as Transfer Agent
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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.
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Services
and Duties of USBFS
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USBFS
shall provide the following transfer agent and dividend disbursing agent
services to the Funds:
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A.
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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.
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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.
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C.
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Arrange
for the 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 Funds’ prospectus (the
“Prospectus”).
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D.
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Process
redemption requests received in good order and, where relevant, deliver
appropriate documentation to the Company’s
custodian.
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E.
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Pay
monies upon receipt from the Company’s custodian, where relevant, in
accordance with the instructions of redeeming
shareholders.
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F.
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Process
transfers of shares in accordance with the shareholder’s instructions,
after receipt of appropriate documentation from the shareholder as
specified in the Prospectus.
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G.
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Process
exchanges between Funds and/or classes of shares of Funds both within
the
same family of funds.
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H.
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Prepare
and transmit payments for dividends and distributions declared by
the
Company with respect to each Fund, after deducting any amount required
to
be withheld by any applicable laws, rules and regulations and in
accordance with shareholder
instructions.
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I.
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Serve
as the Funds’ agent in connection with accumulation, open account or
similar plans (e.g., periodic investment plans and periodic withdrawal
plans).
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J.
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Make
changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment,
dividend reinvestment).
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K.
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Handle
load and multi-class processing, including rights of accumulation
and
purchases by letters of intent.
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L.
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Record
the issuance of shares of the Funds 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 Funds which are authorized, issued and
outstanding.
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M.
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Prepare
shareholder meeting lists and, as necessary, mail, receive and tabulate
proxies.
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N.
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Mail
shareholder reports and Prospectuses to current
shareholders.
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O.
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Prepare
and file U.S. Treasury Department Forms 1099 DIV, 1099 INT, Form
1042S and
other appropriate information returns required with respect to dividends
and distributions for all
shareholders.
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P.
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Set
up and maintain shareholder accounts and records, including IRAS
and other
retirement accounts; 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.
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Q.
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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.
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Provide
a Blue Sky system that will enable the Company to monitor the total
number
of shares of the Funds 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.
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S.
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Answer
correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder.
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T.
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Reimburse
the relevant 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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U.
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Obtain
and maintain Forms W-8 BEN, IMY, EXP, ERI, as applicable, with respect
to
non-U.S. shareholders of the Funds.
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V.
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Calculate
minimum distributions for IRAs, as requested, and follow up on IRAs,
soliciting beneficiary and other information and sending required
minimum
distribution reminder letters.
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USBFS
shall provide the services set forth above in accordance with the applicable
service standards set forth in Exhibit E hereto.
3.
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Additional
Services to be Provided by
USBFS
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A.
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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, 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.
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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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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 D
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 pursuant to such arrangements, the vendor may receive up
to
35% of the lost shareholder’s assets as compensation for its efforts in locating
the lost shareholder.
5.
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Anti-Money
Laundering Program
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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:
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A.
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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 the
Funds;
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B.
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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.
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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.
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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.
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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.
6.
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Compensation
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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 but only on or after the third anniversary
of the effective date of this Agreement). 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. In the absence of
fraud or deceit and 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.
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Representations
and Warranties
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A.
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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)
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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)
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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)
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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)
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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.
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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)
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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)
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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)
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It
(i) has compliance policies and procedures reasonably designed to
ensure
compliance with the Federal Securities laws as that term is defined
in
Rule 38a-1 under the 1940 Act, (ii) will upon request, provide reports
and
certifications in a mutually agreed upon form to the Company’s Chief
Compliance Officer regarding the foregoing, and (iii) will maintain
appropriate records in accordance with Rule
38a-1;
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(4)
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To
the extent it has access to the Funds’ portfolio holdings prior to their
public dissemination, it will comply with the Funds’ portfolio holdings
disclosure policy;
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(5)
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It
will maintain a disaster recovery and business continuity plan and
adequate and reliable computer and other telecommunications equipment
as
are required by regulations applicable to the Transfer Agent and
as are
necessary and appropriate for the Transfer Agent to carry out its
obligations under this Agreement and, upon the Company’s reasonable
request, will provide supplemental information concerning the aspects
of
the Transfer Agent’s disaster recovery and business continuity
plan that are relevant to the services provided by the Transfer Agent
hereunder;
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(6)
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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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(7)
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It
is a registered transfer agent under the Exchange
Act.
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8.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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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 a Fund 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. Each Fund 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 in
connection with such Fund only (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 relevant Fund, 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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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, 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 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, which may
include but not be limited to execution of its business continuity plan, (i)
to
minimize service interruptions for any period that such interruption continues
and (ii) to 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.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
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B.
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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. In the absence of a conflict, 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.
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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.
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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.
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Data
Necessary to Perform
Services
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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.
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Proprietary
and Confidential
Information
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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.
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.
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Records
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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.
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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
its 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.
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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 two (2) years. Subsequent to the
initial two-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. The provisions of this Section 13 shall also
apply to Exhibit C.
14.
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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:
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a.
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all
fees associated with converting services to successor service
provider;
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b.
|
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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c.
|
all
out-of-pocket costs associated with a-b
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.
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:
Prospector
Partners Asset Management, LLC
000
Xxxxxx Xx
Xxxxxxxx,
XX 00000
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.
U.S.
BANCORP FUND SERVICES, LLC
|
||||
By:
|
By:
|
|||
Name:
|
Name:
|
|||
Title:
|
Title:
|
Exhibit
A
to
the
Fund
Names
Separate
Series of Prospector Funds, Inc.
Name
of
Series Date
Added
Prospector
Capital Appreciation
Fund On
or after September ___, 2007
Prospector
Opportunity
Fund On
or after September ___, 2007
Exhibit
B
to
the
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 ½
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 ½ 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.
Nothing
in this Exhibit B shall otherwise limit USBFS’ liability to the Company or
relieve USBFS of its obligation to indemnify and hold harmless the Company
for
losses suffered by the Company arising out of or relating to USBFS’ refusal or
failure to comply with the terms of the Agreement or from USBFS’ bad faith,
negligence, or willful misconduct in the performance of its duties under the
Agreement.
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.
|
|
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.
|
|
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:
|
|
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.
|
|
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 Exhibit D (as amended from time to
time).
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.
|
|
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.
|
|
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.
Exhibit
D to the
TRANSFER
AGENT & SHAREHOLDER
SERVICES
ACCOUNT
SERVICES FEE SCHEDULE at June, 2007
|
Annual
Service Charges to the Fund*
·Base
Fee Per
Cusip $16,000
/year
·NSCC
Level 3
Accounts
$13.00
/open
account
·No-Load
Fund
Accounts $16.00
/open
account
·Load
Fund
Accounts $18.00
/open account
·Daily
Accrual
Fund
Accounts
$22.00 /open account
·Closed
Accounts
$ 2.50 /closed account
Activity
Charges
·Manual
Shareholder
Transaction
$ 3.00 /transaction
·Omnibus
Account
Transaction
$ 1.00 /transaction
·Correspondence
$ 3.00 /item
·Telephone
Calls
$ 1.00 /minute
·Voice
Response
Calls
$ 0.35 /call
·Qualified
Plan
Accounts
$15.00 /account (Cap at $30.00/SSN)
Implementation
Charges
·First
Cusip
$6,000 /fund group setup, first Cusip
·Subsequent
Cusips
$1,500 /each additional Cusip
Plus
Out-Of-Pocket Expenses– Including but not limited to
telephone toll-free lines, call transfers, mailing, sorting and postage,
stationery, envelopes, programming, service/data conversion, special
reports, insurance, record retention, literature fulfillment kits,
microfilm, microfiche, proxies, proxy services, lost shareholder
search,
disaster recovery charges, ACH fees, Fed wire charges, NSCC charges,
and
all other out-of-pocket expenses.
Additional
Services– Above pricing is for standard
services. Available but not included above are the following
services - FAN Web shareholder e-commerce, Vision intermediary
e-commerce, FAN Mail electronic data delivery, B.O.S.S. sales reporting
data warehouse, investor e-mail services, literature fulfillment,
lead
conversion reporting, 12b-1 aging, Short-Term Trader
reporting
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee
MSA.
|
Exhibit
D (continued) to the Transfer Agent Servicing Agreement
TRANSFER
AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL
SERVICES - E-COMMERCE SERVICES
FEE
SCHEDULE at June, 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 Premium (Fund Groups over 50,000 open accounts)
· Implementation
- $15,000 per fund group – includes up to 25 hours of technical/BSA
support
· Annual
Base Fee - $36,000 per year
2. 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
3. Customization
- $165.00 per hour
4. 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 use 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
|
CLIENT
DATA ACCESS– USBFS client on-line access to fund and investor
data through USBFS technology applications and data delivery and
security
software.
· MFS
Systems (includes COLD and On Line Report view applications)
· Setup
- $1,500 (includes 2 workstations)
· Service
- $350/month
· Report
Source
· No
Setup Charge
· $150/month
per reporting category
· T/A
Imaging
· Setup
- $1,500 (includes 2 workstations)
· $350/month
· Fund
Source
· No
Setup Charge
· $150/month
|
Exhibit
D (continued) to the Transfer Agent Servicing Agreement
CHIEF
COMPLIANCE OFFICER
SUPPORT
SERVICES
FEE
SCHEDULE at June, 2007
|
Chief
Compliance Officer Support Services
U.S,
Bancorp provides support to the Chief Compliance Officer (CCO) of
each
fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar
Distributors, LLC. Indicated below are samples of functions
performed by USBFS in this CCO support role:
•Business
Line Functions Supported
• Fund
Administration and Compliance
• Transfer
Agent and Shareholder Services
• Fund
Accounting
• Custody
Services
• Securities
Lending Services
• Distribution
Services
•Daily
Resource to Fund CCO, Fund Board,
Advisor
•Provide
USBFS/USB Critical Procedures & Compliance
Controls
•Daily
and Periodic Reporting
•Periodic
CCO Conference Calls
•Dissemination
of Industry/Regulatory Information
•Client
& Business Line CCO Education & Training
•Due
Diligence Review of USBFS Service Facilities
•Quarterly
USBFS Certification
•Board
Meeting Presentation and Board Support
•Testing,
Documentation, Reporting
Annual
Fee Schedule*
·$1,200
per service line per
year
Fees
are billed monthly.
*Subject
to annual CPI increase, Milwaukee
MSA.
|
Exhibit
E
Service
Standards – Transfer Agency Services
Transfer
Agency Service Level Standards
|
•
|
Transaction
and Account Processing
|
|
–
|
Financial
Transactions
|
97%
on date of receipt
|
|
–
|
Non-financial
Transactions
|
100%
within 2 business days
|
|
–
|
Transfers
(non Qualified Plans)
|
100%
within 2 business days
|
|
–
|
Adjustment
Transactions
|
100%
within 2 business days
|
|
–
|
Accuracy
Ratio
|
Greater
than 96% of financial transactions
|
|
–
|
Quality
Control of Financial Transactions
|
70%
on date of receipt
|
|
•
|
Mailing
of Shareholder Items
|
|
–
|
Shareholder
Statements
|
100%
within 5 business days
|
|
–
|
Liquidation
Checks
|
100%
within 1 business day
|
|
–
|
Client
Reports - Daily
|
100%
within 1 business day
|
|
–
|
Client
Reports - Month End
|
100%
within 3 business days
|
|
–
|
Wire
Order Confirmations
|
100%
within 1 business day
|
|
•
|
Investor
Services
|
|
–
|
Services
Level Goal
|
80%
answered within 20 seconds (N/A)
|
|
–
|
Average
Speed of Answer
|
Less
than 15 seconds (N/A)
|
|
–
|
Research
Requests
|
Research
on items generated with past 7 years = 2 business days; Research
on items
generated older than 7 years = 3 business
days
|
|
–
|
Call
Backs (Calls received prior to/after Noon)
|
100%
same day/100% prior to Noon next business
day
|
|
–
|
Fulfillment
|
100%
mailed within next business day
|
|
•
|
Correspondence
|
|
–
|
Respond
to Written Requests
|
100%
within 5 business days
|
|
–
|
Qualified
Plan Transfer-In Requests
|
100%
account establishment and custodial acceptance mailing within 4 business
days
|
|
–
|
Qualified
Plan Second Requests
|
100%
within 2 business days
|
|
•
|
Daily
Cash
Communication Prior
to 9:30 X.X. XX
|
XX
00000 0009
810308