TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the 24th day of March , 1997, made by and
between THIRD AVENUE TRUST (the "Trust"), a Delaware business trust operating as
a registered investment company under the Investment Company Act of 1940, as
amended (the "Act"), and duly organized and existing under the laws of the State
of Delaware, and FPS SERVICES, INC. ("FPS"), a corporation duly organized and
existing under the laws of the State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Declaration of Trust ("Trust
Instrument") to issue separate series of shares representing interests in
separate investment portfolios (the "Series"), certain of which Series are
identified on Schedule "C" attached hereto and made a part hereof, and which
Schedule "C" may be amended from time to time by mutual agreement of the Trust
and FPS; and
WHEREAS, the Trust desires to appoint FPS as the transfer agent,
dividend disbursing agent and agent in connection with certain other activities
for the Series as set forth in this Agreement and in Schedule "A" attached
hereto and FPS desires to accept such appointment; and
WHEREAS, FPS is registered with the U.S. Securities and Exchange
Commission as a transfer agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended ("1934 Act");
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties hereto, intending to be
legally bound, agree as follows:
SECTION 1. APPOINTMENT OF FPS. The Trust hereby appoints FPS as
transfer agent, registrar and dividend disbursing agent for Shares of the Series
and as shareholder servicing agent for the Series. FPS hereby accepts such
appointments and agrees to perform the duties hereinafter set forth.
In order that FPS may perform its duties under the terms of this
Agreement, the Board of
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 1 of 12
Trustees of the Trust shall direct the officers, investment adviser, legal
counsel, independent accountants and custodian of the Trust to cooperate fully
with FPS and, upon request of FPS, to provide such information, documents and
advice relating to the Series which FPS requires to execute its responsibilities
hereunder. In connection with its duties, FPS will be entitled to rely, and will
be held harmless by the Series when acting in reasonable reliance, upon the
instruction, advice or any documents relating to the Series as provided to FPS
by any of the aforementioned persons on behalf of the Series. All fees charged
by any such persons acting on behalf of a Series will be deemed an expense of
that Series.
Nothing in this Agreement will prevent FPS or any officer
thereof from providing the same or comparable services for or with any other
person, firm or corporation. While the services supplied to the Series may be
different than those supplied to other persons, firms or corporations, FPS will
provide the Series equitable treatment in supplying services. The Series
recognize that they will not receive preferential treatment from FPS as compared
with the treatment provided to other FPS clients.
SECTION 2. DEFINITIONS. Whenever used in this Agreement, or in any
amendment or supplement hereto, the following words and phrases will have the
following meanings, unless the context otherwise requires.
(a) "Authorized Person" will be deemed to include any person, whether
or not such person is an officer or employee of the Trust, duly authorized to
give Oral Instructions or Written Instructions on behalf of the Trust by a
resolution of the Board of Trustees of the Trust, as may be received by FPS from
time to time.
(b) "Share Certificates" will mean the certificates representing shares
of beneficial interest of the applicable Series.
(c) "Shareholders" will mean the registered owners of the Shares of a
Series in accordance with the share registry records maintained by FPS on behalf
of the Series.
(d) "Shares" will mean the issued and outstanding shares of beneficial
interest of a Series.
(e) "Signature Guarantee" will mean the guarantee of signatures by an
"eligible guarantor
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
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institution" as defined in rule 17Ad-15 under the 1934 Act. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations. Broker-dealers guaranteeing signatures must be members of a
clearing corporation or maintain net capital of at least $100,000. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program.
(f) "Oral Instruction" will mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted to FPS in
person or by telephone, telegram, telecopy or other mechanical or documentary
means LACKING ORIGINAL SIGNATURE, by a person or persons reasonably identified
to FPS to be an Authorized Person to give Oral Instructions to FPS on behalf of
a Series.
(g) "Written Instruction" will mean an authorization, instruction,
approval, item or information of any kind transmitted to FPS in an original
writing CONTAINING AN ORIGINAL SIGNATURE or a copy of such document transmitted
by telecopy including transmission of such signature reasonably identified to
FPS to be the signature of a person or persons so authorized by a resolution of
the Board of Trustees of the Trust, or so identified by the Trust to give
Written Instructions to FPS on behalf of a Series.
The Trust will file with FPS a certified copy of each resolution of its
Board of Trustees authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
SECTION 3. DUTIES OF FPS. FPS will be responsible for administering
and/or performing those functions typically performed by a transfer agent; for
acting as service agent in connection with dividend and distribution functions;
and for performing shareholder account and administrative agent functions in
connection with the issuance, transfer and redemption or repurchase (including
coordination with the applicable Custodian) of Shares in accordance with the
terms of each Series' Prospectus, applicable law and this Agreement, including
without limitation, those duties specified in Schedule "A" attached hereto. In
addition, each Series will deliver to FPS all notices issued by the Series with
respect to its Shares in accordance with and pursuant to the Declaration of
Trust or By-laws of the Trust or as required by law and will perform such other
specific duties as are set forth in the Trust Instrument, including the giving
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
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of notice of any special or annual meetings of Shareholders and any other
notices required thereby.
SECTION 4. RECORD KEEPING AND OTHER INFORMATION. FPS will create and
maintain all records required of it pursuant to its duties hereunder and as set
forth in Schedule "A" in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the Act. All such
records will be the property of the applicable Series and will be available
during regular business hours for inspection, copying and use by the Series.
Where applicable, such records will be maintained by FPS for the periods and in
the places required by Rule 31a-2 under the Act. Upon termination of this
Agreement, FPS will deliver all such records to the Trust or such person as the
Trust may designate.
In case of any request or demand for the inspection of the Share
records of a Series, FPS shall notify the Series and secure instructions as to
permitting or refusing such inspection. FPS may, however, exhibit such records
to any person in any case where it is advised by its counsel that it may be held
liable for failure to do so.
SECTION 5. OTHER DUTIES. In addition to the duties set forth in
Schedule "A," FPS will perform such other duties and functions, and will be paid
such amounts therefor, as may from time to time be agreed upon in writing
between a Series and FPS. The compensation for such other duties and functions
will be reflected in a written amendment to Schedule "B" and the duties and
functions will be reflected in an amendment to Schedule "A," dated and signed by
Authorized Persons of the Parties hereto.
SECTION 6. RELIANCE BY FPS; INSTRUCTIONS.
(a) Provided the standard of care in Section 9 has been met,
FPS will have no liability when acting upon Written or Oral Instructions
believed to have been executed or orally communicated by an Authorized Person
and will not be held to have any notice of any change of authority of any person
until receipt of a Written Instruction thereof from the Trust pursuant to
Section 1(g). Provided the standard of care in Section 9 has been met, FPS will
also have no liability when processing Share Certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the officers of
the Trust and the proper countersignature of FPS.
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(b) At any time, FPS may apply to any Authorized Person of the
Trust for Written Instructions and may seek advice from legal counsel for the
Trust, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and provided the standard of care in Section 9
has been met, it will not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Trust or for FPS. Written
Instructions requested by FPS will be provided by the Series within a reasonable
period of time. In addition, FPS, its officers, agents or employees, will accept
Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Trust only if said representative is an
Authorized Person. The Trust agrees that all Oral Instructions will be followed
within one business day by confirming Written Instructions, and that the Trust's
failure to so confirm will not impair in any respect FPS' right to rely on Oral
Instructions. FPS will have no duty or obligation to inquire into, nor will FPS
be responsible for, the legality of any act done by it upon the request or
direction of a person reasonably believed by FPS to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, FPS will be under no duty or obligation to inquire into, and will not
be liable for: (i) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be paid therefor;
(iii) the legality of the declaration of any dividend by the Board of Trustees,
or the legality of the issuance of any Shares in payment of any dividend; or
(iv) the legality of any recapitalization or readjustment of the Shares.
SECTION 7. DAYS OF OPERATION. Nothing contained in this Agreement is
intended to or will require FPS, in any capacity hereunder, to perform any
functions or duties on any day on which the New York Stock Exchange ("NYSE") is
closed. Functions or duties normally scheduled to be performed on such days will
be performed on, and as of, the next succeeding business day on which the NYSE
is open.
SECTION 8. ACTS OF GOD, ETC. FPS will not be liable or responsible for
delays or errors caused by acts of God or by reason of circumstances beyond its
control, including acts
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Inc. Page 5 of 12
of civil or military authority, national emergencies, mechanical breakdown,
insurrection, war, riots, or failure or unavailability of transportation,
communication or power supply, fire, flood or other catastrophe.
In the event of equipment failures beyond FPS' control, FPS will, at no
additional expense to the Series, take reasonable steps to minimize service
interruptions but will have no liability with respect thereto. The foregoing
obligation will not extend to computer terminals located outside of premises
maintained by FPS. FPS will enter into and will maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available.
Section 9. DUTY OF CARE AND INDEMNIFICATION. FPS will be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within commercially reasonable limits to insure the accuracy and completeness of
all services performed under this Agreement.
FPS shall indemnify and hold the Trust and any of its Series harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributed to any action or
failure or omission to act by FPS as a result of FPS' lack of good faith,
negligence, willful misconduct or negligence.
Any person, even though also a director, officer, employee, shareholder
or agent of FPS, who may be or become an officer, trustee, employee or agent of
the Trust, will be deemed, when rendering services to the Series, or acting on
any business of the Trust (other than services or business in connection with
FPS' duties hereunder), to be rendering such services to or acting solely for
the Trust and not as a director, officer, employee, shareholder or agent of, or
one under the control or direction of FPS even though such person may be
receiving compensation from FPS.
Each Series shall indemnify and hold FPS harmless, together with its
directors, officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which FPS may sustain or incur or which may
be asserted against FPS by any person by reason of, or as a result of:
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 6 of 12
(i) any action taken or omitted to be taken by FPS except
claims, demands, expenses and liabilities arising from willful misfeasance, bad
faith, negligence or reckless disregard on the part of FPS in the performance of
its obligations and duties under this Agreement; or
(ii) any action taken or omitted to be taken by FPS in
reliance upon any Certificate, instrument, order or stock certificate or other
document reasonably believed by FPS to be genuine and signed, countersigned or
executed by any duly Authorized Person, upon the Oral Instructions or Written
Instructions of an Authorized Person of the Trust, or upon the written opinion
of legal counsel for the Trust or FPS.
If a claim is made against any Party as to which such Party may seek
indemnity under this Section, such Party will notify the other Party promptly
after any written assertion of such claim threatening to institute an action or
proceeding with respect thereto and will notify the other Party promptly of any
action commenced against such Party within ten (10) days after such Party has
been served with a summons or other legal process, giving information as to the
nature and basis of the claim. Failure to notify the other Party will not,
however, relieve the other Party from any liability which it may have on account
of the indemnity under this Section so long as the other Party has not been
prejudiced in any material respect by such failure.
The Parties will cooperate in the control of the defense of any action,
suit or proceeding in which one Party is involved and for which indemnity is
being provided to such Party by the other Party. The indemnifying Party may
negotiate the settlement of any action, suit or proceeding subject to the other
Party's approval, which will not be unreasonably withheld. The other Party
reserves the right, but not the obligation, to participate in the defense or
settlement of a claim, action or proceeding with its own counsel. Costs or
expenses incurred by the other Party in connection with, or as a result of, such
participation will be borne solely by the indemnifying Party if:
(i) the other Party has received an opinion of counsel from
counsel to the indemnifying Party stating that the use of the indemnifying
Party's counsel by the other Party would present an impermissible conflict of
interest;
(ii) the defendants in, or targets of, any such action or
proceeding include both
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 7 of 12
Parties, and legal counsel to the other Party has reasonably concluded that
there are legal defenses available to it which are different from or additional
to those available to the indemnifying Party or which may be adverse to or
inconsistent with defenses available to the indemnifying Party (in which case
the indemnifying Party will not have the right to direct the defense of such
action on behalf of the other Party); or
(iii) the indemnifying Party authorizes the other Party to
employ separate counsel at the expense of the indemnifying Party.
The terms of this Section will survive the termination of this
Agreement.
SECTION 10. LIMITATION OF LIABILITY. FPS is expressly put on notice of
the limitation of liability as set forth in the Trust Instrument and agrees that
the obligations assumed by the Trust pursuant to this Agreement shall be limited
in any case to the Trust and its assets and that FPS shall not seek satisfaction
of any such obligations from the shareholders of the Trust, the Trustees,
officers, employees or agents of the Trust, or any of them.
SECTION 11. COMPENSATION. The Series agree to pay FPS compensation for
its services, and to reimburse it for expenses, at the rates, times and amounts
as set forth in Schedule "B" attached hereto and incorporated herein by
reference, and as will be set forth in any amendments to such Schedule "B"
agreed upon in writing by the Trust and FPS.
FPS will transmit an invoice to each Series as soon as practicable
after the end of each calendar month which will be detailed in accordance with
Schedule "B," and that Series will pay to FPS the amount of such invoice within
ten (10) days after its receipt of the invoice.
In addition, each Series agrees to pay, and will be billed separately
for, out-of-pocket expenses incurred by FPS with respect to the Series in the
performance of its duties hereunder. Out-of-pocket expenses will include, but
will not be limited to, the items specified in Schedule "B." Unspecified
out-of-pocket expenses will be limited to those out-of-pocket expenses
reasonably incurred by FPS in the performance of its obligations hereunder.
Reimbursement by the Series for expenses incurred by FPS will be made as soon as
practicable but no later than ten (10) days after the receipt of an itemized
invoice from FPS.
During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined below or in Schedule "A" attached
hereto, a written amendment to
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Inc. Page 8 of 12
this Agreement specifying the additional services and corresponding compensation
will be executed by both FPS and the Trust.
SECTION 12. TERM AND TERMINATION.
(a) The initial term of this Agreement (the "Initial Term") will be for
the period of one (1) year commencing on the date first above written and will
continue thereafter subject to termination by either Party as set forth in
subsection (c) below.
(b) The fee schedules set forth in Schedule "B" attached hereto will be
fixed for one (1) year commencing on the Effective Date of this Agreement and
will continue thereafter subject to their review and any adjustment.
(c) After the Initial Term of this Agreement, the Trust on behalf of
one or more of the Series or FPS may give written notice to the other of the
termination of this Agreement with respect to the Series identified in the
written notice, such termination to take effect at the time specified in the
notice, which date will not be less than one hundred eighty (180) days after the
date of receipt of such notice ( the "Notice Period"). Prior to the effective
termination date, the Trust on behalf of each applicable Series will pay to FPS
such compensation as may be due as of the date of termination and will likewise
reimburse FPS for any out-of-pocket expenses and disbursements reasonably
incurred by FPS on behalf of each applicable Series to such date.
(d) In connection with the termination of this Agreement, if a
successor to any of FPS' duties or responsibilities under this Agreement is
designated by the Trust by written notice to FPS, FPS will promptly, upon such
termination and at the expense of the Trust, transfer all records which belong
to the Trust and will provide reasonable cooperation in transferring such
records to the named successor.
(e) Should the Trust desire to move any of the services outlined in
this Agreement to a successor service provider prior to the expiration of the
Notice Period, FPS shall make a reasonable effort to facilitate the conversion
on such prior date; however, there can be no guarantee that FPS will be able to
facilitate a conversion of services prior to the end of the Notice Period.
Should services be converted to a successor service provider prior to the end of
the Notice Period, or the Trust is liquidated or its assets merged with or
purchased by another entity, payment of fees to FPS shall be accelerated to a
date prior to the conversion or termination of
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 9 of 12
services and calculated as if the services had remained at FPS until the
expiration of the Notice Period and at the asset levels on the date of
conversion or termination.
(f) Notwithstanding the foregoing, this Agreement may be terminated at
any time by either Party in the event of a material breach by the other Party
involving gross negligence, willful misfeasance, bad faith or a reckless
disregard of its obligations and duties under this Agreement and such breach, if
capable of being remedied, shall have remained unremedied for thirty (30) days
or more after receipt of written specification thereof.
SECTION 13. CONFIDENTIALITY. Both Parties hereto agree that any
non-public information obtained hereunder concerning the other Party is
confidential and may not be disclosed to any other person without the consent of
the other Party, except as may be required by applicable law or at the request
of the U.S. Securities and Exchange Commission or other governmental agency. FPS
agrees that it will not use any non-public information for any purpose other
than performance of its duties or obligations hereunder. The obligations of the
Parties under this Section will survive the termination of this Agreement. The
Parties further agree that a breach of this Section would irreparably damage the
other Party and accordingly agree that each of them is entitled, without bond or
other security, to an injunction or injunctions to prevent breaches of this
provision. Without limiting the foregoing, FPS agrees on behalf of itself and
its nominees, sub-contractors and employees to treat confidentially all records
and other information relative to the each Series and its prior, present or
prospective Shareholders.
SECTION 14. AMENDMENT. This Agreement may only be amended or modified
by a written instrument executed by both Parties.
SECTION 15. MISCELLANEOUS.
(a) Notices. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or FPS, will be sufficiently
given if addressed to that Party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 10 of 12
To the Trust:
Third Avenue Trust
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxx X. Xxxxxxxxx, General Counsel
To FPS Services, Inc.:
FPS Services, Inc.
0000 Xxxxxxx Xxxxx
X.X. Xxx 00000
Xxxx xx Xxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxx, President
(b) Assignment. This Agreement will extend to and be binding
upon the Parties hereto and their respective successors and assigns; provided,
however, that this Agreement will not be assignable by the Trust without the
written consent of FPS or by FPS without the written consent of the Trust
authorized or approved by a resolution by its respective Boards of Directors and
Trustees.
(c) Governing Law. This Agreement will be governed exclusively
by the laws of the Commonwealth of Pennsylvania without reference to the choice
of law provisions thereof.
(d) Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed to be an original; but such
counterparts will, together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) Entire Agreement; Severability. This Agreement and the
Schedules attached hereto constitute the entire agreement of the Parties hereto
relating to the matters covered hereby and supersede any previous agreements. If
any provision is held to be illegal, unenforceable or invalid for any reason,
the remaining provisions will not be affected or impaired thereby.
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Inc. Page 11 of 12
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting in its entirety, of twelve typewritten pages, together with Schedules
"X," "X" and "C," to be signed by their duly authorized officers as of the day
and year first above written.
Third Avenue Trust on behalf of
the Series identified on Schedule C FPS Services, Inc.
By: ---------------------------- By: --------------------------
Xxxxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxx, President
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Page 12 of 12
Schedule "A"
Dated: ________, 1997
SUMMARY OF SERVICES TO BE PROVIDED BY FPS SERVICES, INC. ("FPS")
The services to be performed by the FPS will include the following:
A. SHAREHOLDER FILE
1. Establish new accounts and enter demographic data into
shareholder base. Includes in-house processing and NSCC -
Fund/SERV - Networking transmissions.
2. Create Customer Information File (CIF) to link accounts within
the Trust and across Series within the Trust. Facilitates
account maintenance, lead tracking, quality control, household
mailings and combined statements.
3. Maintain account and customer file records, based on
shareholder request and routine quality review.
4. 100% quality control of new account information, including
verification of initial investment.
5. Maintain tax ID certification and NRA records for each
account, including backup withholding.
6. Provide written confirmation of address changes.
7. Produce shareholder statements for daily activity, dividends,
on-request, third party and periodic mailings.
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
8. Establish and maintain dealer file by fund group, including
dealer, branch, representative number and name.
9. Automated processing of dividends and capital gains with
daily, monthly, quarterly or annual distributions. Payment
options include reinvestment, directed payment to another
fund, cash via mail, Fed wire or ACH.
10. Image all applications, account documents, data changes,
correspondence, monetary transactions, and other pertinent
shareholder documents.
B. SHAREHOLDER SERVICES
1. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases,
redemptions, exchanges systematic withdraws, pre-authorized
drafts, Fund/SERV and wire order trades, problem solving and
process telephone transactions.
2. Silent monitoring of telephone representative calls by the
phone supervisor during live conversations to ensure
exceptional customer service.
3. Record and maintain tape recordings of all shareholder calls
for a six-month period.
4. Phone Supervisor produces daily management reports of
shareholder calls which include tracking volumes, call
lengths, average wait time and abandoned call rates to ensure
quality service.
5. Provide quality assurance of phone routing by the unit
Assistant Phone Supervisor through verification of the Rolm in
house computer terminal linkage.
6. Customer inquiries received by letter or telephone are
researched by a correspondence team.
7. Provide written correspondence in response to shareholder
inquiries and requests through the XXXXX Letter Writing
System. Provide written requests for informational purposes
(e.g., received unclear shareholder instructions).
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
Whenever possible, unclear shareholder instructional letters
are handled by a phone call to the shareholder from our phone
representatives to avoid a delay in processing the request.
C. INVESTMENT/PURCHASE PROCESSING
1. Initial investment processing (checks or Fed wires).
2. Subsequent investments processed through lock box.
3. Pre-authorized investments (PAD) through ACH system.
4. Government allotments through ACH system.
5. Prepare and process daily bank deposit of shareholder
investments.
D. REDEMPTION PROCESSING
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal file and process automated
transactions on monthly basis.
4. Redemption proceeds distributed to shareholder by check, Fed
wire or ACH processing.
E. EXCHANGE & TRANSFER PROCESSING
1. Process legal transfers.
2. Issue and cancel Share Certificates.
3. Replace Share Certificates through surety bonds (separate
charge to shareholder).
4. Process Automated Customer Account Transfer Service (ACATS)
transfers.
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
5. Process exchange transactions (letter and telephone requests).
F. RETIREMENT PLANS
1. Trust sponsored IRAs offered using Semper Trust Company as
custodian. Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70 1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Trust sponsored SEP-XXX plans offered using Semper Trust Company
as custodian. Services include those listed under IRAs and
identification of employer contributions
3. Trust sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
G. DISTRIBUTIONS
1. Five business days prior notice of any distribution is required
to FPS so that FPS may properly plan to process such
distribution.
H. SETTLEMENT & CONTROL
1. Daily review of processed shareholder transactions to assure
input was processed correctly. Accurate trade activity figures
passed to the Series' agent which provides portfolio valuations
and investment company accounting by 11:00 a.m. EST.
2. Preparation of daily cash movement sheets to be passed to the
each Series' accounting agent and custodian bank by 10:00 a.m.
EST for use in determining the Series' daily cash availability.
3. Prepare a daily share reconcilement which balances the shares on
the Transfer Agent system to those on the books of the Series.
4. Resolve any outstanding share or cash issues that are not
cleared by trade date + 2.
5. Process shareholder adjustments including the proper
notification of any booking entries needed, as well as any
necessary cash movement.
6. Settlement and review of each Series' declared dividends and
capital gains to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is
posted. Verify the posting date shares, the rate used and the
NAV price of reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Series' agent which provides
portfolio valuations and investment company accounting.
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement sheets for the cash portion of
the dividend payout on payable date.
7. Placement of stop payments on dividend and liquidation checks as
well as the issuance of their replacements.
8. Maintain inventory control for Share Certificates and dividend
check form.
9. Aggregate tax filings for all FPS clients. Monthly deposits to
the IRS of all taxes withheld from shareholder disbursements,
distributions and foreign account distributions. Correspond with
the IRS concerning any of the above issues.
10. Timely settlement and cash movement for all NSCC/Fund/SERV
activity.
11. Uniform Commercial Code or written opinion of counsel shall
control any transaction which does not include complete
documentation.
I. YEAR-END PROCESSING
1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid Tax IDs. This includes initiating
31% backup withholding and notifying shareholders of their tax
status and the corrective action which is needed.
2. Conduct annual W-9 solicitation of all uncertified accounts.
Update account tax status to reflect backup withholding or
certified status depending upon responses.
3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of
forms to ensure compliance.
5. Coordinate year end activity with client. Activities include
producing year end
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
statements, scheduling record dates for year end dividends and
capital gains, production of combined statements and printing of
inserts to be mailed with tax forms.
6. Prepare Tax year-end confirmation letter for Series' approval
regarding all distributions made throughout year. Dates and
rates must be confirmed by the Series so that they can be used
for reporting to the IRS.
7. Coordinate the ordering of form stock envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy. Upon receipt of forms and envelopes allocate
space for storage.
8. Prepare form flashes for the microfiche vendor. Test and oversee
the production of fiche for year end statements and tax forms.
9. Match and settle tax reporting totals to fund records and
on-line data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end
valuations. Quality assure forms before mailing to shareholders.
11. Monitor IRS deadlines and special events such as cross over
dividends and prior year XXX contributions.
12. Prepare IRS magnetic tapes and appropriate forms for the filing
of all reportable activity to the Internal Revenue Service.
J. CLIENT SERVICES
1. An Account Manager is assigned to each transfer agency
relationship. The Account Manager is the liaison between each
Series and the Transfer Agency staff. Responsibilities include
scheduling of events, system enhancement implementation, special
promotion/event implementation and follow-up, and constant
Series interaction on daily operational issues.
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
Specifically:
a. Scheduling of dividends, proxies, report mailings and
special mailings.
b. Coordinate with each Series shipment of materials for
scheduled mailings.
c. Liaison between each Series and support services for
preparation of proofs and eventual printing of statement
forms, proxy cards, envelopes, etc.
d. Handle all notification to the client regarding proxy
tabulation through the meeting. Coordinate scheduling of
materials including voted cards, tabulation letters, and
shareholder list to be available for the meeting.
e. Order special reports, tapes, discs for special systems
requests received.
f. Implement new operational procedures, e.g., check writing
feature, load discounts, minimum waivers, sweeps, telephone
options, PAD promotions, etc.
g. Coordinate with systems, services and operations, special
events, e.g., mergers, new fund start-ups, household
mailings, additional mail files.
h. Prepare standard operating procedures and review
prospectuses for new start up funds and our current client
base. Coordinate implementation of suggested changes with
each Series.
i. Liaison between each Series and the Transfer Agency staff
regarding all service and operational issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and
mailroom. Tabulation of returned cards.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
a. Maintain file with additions, deletions, changes and updates
at each Series' direction.
b. Provide daily and monthly reports to enable each Series to
do necessary State filings.
THE FOLLOWING SERVICES ARE AVAILABLE UNDER A SUPPLEMENTARY SCHEDULE OF FEES:
1. Produce shareholder lists, labels and ad hoc reports for Advisor
as requested.
2. Systematic linkage of shareholder accounts with exact matches on
social security number and address for the purpose of
consolidated account history reporting. Periodic production of
laser printed combined statements.
3. Production of household mailing labels which enable each Series
to do special mailings to each address in the Series rather than
each account.
4. Wire order and NSCC - Fund/SERV trade processing.
DAILY REPORTS
-------------
REPORT NUMBER REPORT DESCRIPTION
------------- ------------------
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
MONTHLY REPORTS
---------------
REPORT DESCRIPTION
------------------
Blue Sky
Share Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
Month To Date Sales - Demographics by Account Group
Account Analysis by Type
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc. Schedule A
SCHEDULE "B"
SHAREHOLDER SERVICES AND TRANSFER AGENT FEE SCHEDULE
FOR
THIRD AVENUE TRUST
Dated: ------ --, 1997
THIS FEE SCHEDULE IS FIXED FOR THE INITIAL TERM AS THAT TERM IS
DEFINED IN THE AGREEMENT.
I. A) BASE FEE
$15.00 per Account per Year per Series Annual Maintenance Fee subject to a
minimum monthly fee of $2,250 for each Series.
Note: This fee will be reduced to $2,000 per month per Series for the first
two years on the signing of a three year contract.
B) IRA'S, 403(B) PLANS, DEFINED CONTRIBUTION/BENEFIT PLANS:
$12.00 per Account per Year Annual Maintenance Fee (Normally charged to
participants)
II. OUT OF POCKET EXPENSES:
Each Series will reimburse FPS Services monthly for all reasonable
out-of-pocket expenses with respect to such Series, including postage,
Fund/SERV and Networking expenses, stationery (statements),
telecommunications (telephone, fax, dedicated 800 line, on-line access),
special reports, transmissions, records retention, tapes, couriers and any
pre-
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
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J:\WDATA\ADMIN\3rdave\CONTRACT\TRANSFER.AGR; March 21, 1997 Schedule "B"
approved travel expenses.
III. Other Services Not Covered By This Agreement
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies are not included
herein, and will be quoted separately. To the extent a Series should decide
to issue multiple/separate classes of shares, additional fees will apply.
Any enhanced services, programming requests or reports will be quoted upon
request.
Third Avenue Trust FPS Services, Inc.
By: ---------------------------- By:---------------------------
Xxxxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxx, President
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc.
J:\WDATA\ADMIN\3rdave\CONTRACT\TRANSFER.AGR; March 21, 1997 Schedule "B"
SCHEDULE "C"
Dated: ------- --, 1997
Identification of Series
------------------------
Below are listed the "Series" of Third Avenue Trust to which services under this
Agreement are to be performed as of the execution date of the Agreement:
1. Third Avenue Value Fund
2. Third Avenue Small-Cap Value Fund
This Schedule "C" may be amended from time to time by agreement of the Parties.
Third Avenue Trust FPS Services, Inc.
By: ----------------------------- By:---------------------------
Xxxxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxx, President
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Transfer Agent Services Agreement between Third Avenue Trust and FPS Services,
Inc.
J:\WDATA\ADMIN\3rdave\CONTRACT\TRANSFER.AGR; March 21, 1997 Schedule "C"
