Exhibit to Form N-1A
Exhibit (9)(a)(i) Shareholder Services Agreement
SHAREHOLDER SERVICES AGREEMENT
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THIS AGREEMENT, dated as of the ________ day of ______________, 1995, made
by and between The Xxxxxxx Funds, a Delaware Business Trust (the "Trust")
operating as an open-end management investment company and Fund/Plan Services,
Inc. ("Fund/Plan"), a corporation duly organized and existing under the laws of
the State of Delaware.
W I T N E S S E T H T H A T:
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WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust is authorized by its Agreement and Declaration of Trust
to issue separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series are identified on Schedule "C" attached
hereto, and which Schedule "C" may be amended from time to time by mutual
agreement of the Trust and Fund/Plan; and
WHEREAS, the Trust desires to appoint Fund/Plan as its Transfer, Redemption
and Dividend Disbursing Agent as set forth in this Agreement and to perform
certain other functions in connection with these duties; and
WHEREAS, Fund/Plan is willing to perform such functions upon the terms and
conditions set forth below; and
WHEREAS, the Trust will cause to be provided certain information to
Fund/Plan as set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the
meanings herein specified unless the context otherwise requires.
Series: The term Series shall mean any separate series of
shares issued from time to time by the authority of
the Board of Trustees.
Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares of the Trust
in accordance with the share registry records of the
Trust.
Shares: The term Shares shall mean the issued and outstanding
shares of the Trust.
Oral Instruction: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of
data, or information of any kind transmitted to
Fund/Plan in person or by telephone, telegram,
telecopy or other mechanical or documentary means
lacking original signature, by a person or persons
believed in good faith by Fund/Plan to be a person or
persons authorized by a resolution of the Board of
Trustees of the Trust, to give Oral Instructions on
behalf of the Trust.
Written Instruction: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of
data or information of any kind transmitted to
Fund/Plan in original writing containing original
signatures or a copy of such document transmitted by
telecopy including transmission of such signature
believed in good faith by Fund/Plan to be the
signature of a person authorized by a resolution of
the Board of Trustees of the Trust to give Written
Instructions on behalf of the Trust.
TRANSFER AGENCY
SECTION 2. Fund/Plan as Transfer Agent, shall make original issues of Shares in
accordance with Section 14 and
15 below and with the Trust's Prospectus and Statement of Additional
Information upon the written request of the Trust and upon being
furnished with (i) a certified copy of a resolution or resolutions
of the Board of Trustees of the Trust authorizing such issue; (ii)
an opinion of counsel as to the validity of such additional Shares
which may be a copy of the opinion rendered in connection with the
Trust's Rule 24(f)(2) notice; and (iii) necessary funds for the
payment of any original issue tax applicable to such additional
Shares.
SECTION 3. Transfers of Shares shall be registered and new Shares issued by
Fund/Plan upon redemption of outstanding Shares, (i) in form deemed
by Fund/Plan to be properly endorsed for transfer, (ii) with all
necessary endorser's signatures guaranteed as permitted by Rule
17(A)(d)-15 under the Securities Exchange Act of 1934, accompanied
by, (iii) such assurances as Fund/Plan shall deem necessary or
appropriate to evidence the genuineness and effectiveness of each
necessary endorsement, and (iv) satisfactory evidence of compliance
with all applicable laws relating to the payment or collection of
taxes.
SECTION 4. When mail is used for delivery of Share Certificates, Fund/Plan
shall forward Share Certificates in "non-negotiable" form by first-
class mail, and Share Certificates in "negotiable" form by
registered mail, all mail deliveries to be covered while in transit
to the addressee by insurance arranged for by Fund/Plan.
SECTION 5. In registering transfers Fund/Plan as Transfer Agent may rely upon
the Uniform Commercial Code or any other statutes which, in the
opinion of counsel, protect Fund/Plan and the Trust in not requiring
complete documentation, in registering transfer without inquiry into
adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration where in its judgment an
adverse claim requires such refusal.
SECTION 6. With respect to confirmed trades received by Fund/Plan as Transfer
Agent for the Trust, Fund/Plan shall periodically notify the Trust
of the current status of outstanding confirmed trades. Fund/Plan is
authorized to cancel confirmed trades which have been outstanding
for thirty (30) days. Upon such cancellation, the Transfer Agent
shall instruct the Trust's Accounting Agent to adjust the books of
the Trust accordingly.
SECTION 7. Fund/Plan will maintain stock registry records in the usual form in
which it will note the issuance, transfer and redemption of Shares.
Fund/Plan is responsible to provide the Trust reports of Share
purchases, redemptions, and total Shares outstanding on the next
business day after each net asset valuation. Fund/Plan is authorized
to keep records, which will be part of the stock transfer records,
in which it will note the names and registered address of
Shareholders and the number of Shares and fractions thereof owned by
them.
SECTION 8. In case of any request or demand for the inspection of the Share
records of the Trust, Fund/Plan as Transfer Agent, shall notify the
Trust and secure instructions as to permitting or refusing such
inspection. However, Fund/Plan may 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.
ISSUANCE OF SHARES
SECTION 9. Prior to the daily determination of net asset value in accordance
with the Trust's Prospectus, Fund/Plan shall process all purchase
orders received since the last determination of the Trust's net
asset value.
Fund/Plan shall calculate daily the amount available for investment
in Shares at the net asset value determined by Fund/Plan as pricing
agent (see Accounting Services Agreement) as of the close of trading
on the New York Stock Exchange, the number of Shares and fractional
Shares to be purchased and the net asset value to be deposited with
the Custodian. Fund/Plan as agent for the Shareholders, shall place
a purchase order daily with the Trust for the proper number of
Shares and fractional Shares to be purchased and confirm such number
to the Trust in writing.
SECTION 10. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Shareholder
Registration Records. The Shares and fractional Shares purchased for
each Shareholder will be credited by Fund/Plan to that Shareholder's
separate account. Fund/Plan shall mail to each Shareholder a
confirmation of each purchase, with copies to the Trust if
requested. Such confirmations will show the prior Share balance, the
new Share balance, the amount invested and the price paid for the
newly purchased Shares.
REDEMPTIONS
SECTION 11. Fund/Plan shall, prior to the daily determination of net asset value
in accordance with the Trust's Prospectus and Statement of
Additional Information, process all requests from Shareholders to
redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payments or the like.
Thereupon, Fund/Plan shall advise the Trust of the total number of
Shares available for redemption and the number of Shares and
fractional Shares requested to be redeemed. Fund/Plan as Pricing
Agent shall then determine the applicable net asset value, whereupon
Fund/Plan shall furnish the Trust with an appropriate confirmation
of the redemption and process the redemption by filing with the
Custodian an appropriate statement and making the proper
distribution and application of the redemption proceeds in
accordance with the Trust's Prospectus and Statement of Additional
Information. The stock registry books recording outstanding Shares,
the Unissued Certificate Account and the individual account of the
Shareholder shall be properly debited.
SECTION 12. The proceeds of redemption shall be remitted by Fund/Plan in
accordance with the Trust's Prospectus by check mailed to the
Shareholder at his registered address or by wire transfer to an
authorized bank account. The signature of the Shareholder on the
redemption request must be guaranteed as required by Rule 1F(A)(d)-
15 of the Securities Exchange Act of 1934. The Trust may authorize
Fund/Plan to waive the signature guarantee in certain cases by
Written Instructions.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Trust shall provide
Fund/Plan, from time to time, with Written Instructions concerning
the time within which such requests may be honored.
DIVIDENDS
SECTION 13. Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Trust, the Trust shall
notify Fund/Plan of the date of such declaration, the amount payable
per share, the record date for determining the shareholders entitled
to payment, the payment, and the reinvestment date price.
SECTION 14. On or before each payment date the Trust will transfer, or cause the
Custodian to transfer, to Fund/Plan in its capacity as Dividend
Disbursing Agent, the total amount of the dividend or distribution
currently payable. Fund/Plan will, on the designated payment date,
automatically reinvest all dividends in additional Shares except in
cases where Shareholders have elected to receive distribution in
cash, in which case Fund/Plan will mail distributions checks to the
Shareholders for the proper amounts payable to them.
GENERAL PROVISIONS
SECTION 15. Fund/Plan shall maintain records (which may be part of the stock
transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend
reinvestments, in which will be noted the transactions effected for
each Shareholder and the number of Shares and fractional Shares
owned by each. Fund/Plan agrees to make available upon request and
to preserve for the periods prescribed in Rule 31a-2 under the
Investment Company Act of 1940 any records relating
to services provided under this Agreement which are required to be
maintained by Rule 31a-1 under the Act.
SECTION 16. In addition to the services as Transfer Agent and Dividend
Disbursing Agent as above set forth, Fund/Plan will perform other
services for the Trust as agreed from time to time, including but
not limited to, preparation of and mailing Federal Tax Information
Forms, mailing semi-annual reports of the Trust, preparation of one
annual list of Shareholders, and mailing notices of Shareholders'
meetings, proxies and proxy statements.
SECTION 17. Nothing contained in this Agreement is intended to or shall require
Fund/Plan in any capacity hereunder, to perform any functions or
duties on any holiday, day of special observance or any other day on
which the Custodian or the New York Stock Exchange are closed.
Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which
both the New York Stock Exchange and the Custodian are open.
SECTION 18. The Trust agrees to pay Fund/Plan compensation for its services and
to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule. The
Trust authorizes Fund/Plan to debit the Trust's custody account for
invoices which are rendered for the services performed for the
applicable function. The invoices for the service will be sent to
the Trust after the debiting with the indication that payment has
been made.
SECTION 19. (a) Fund/Plan, its directors, officers, employees, shareholders and
agents shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with
the performance of this Agreement, except a loss resulting from
willful misfeasance, bad faith or negligence on the part of
Fund/Plan in the performance of its obligations and duties
under this Agreement.
(b) Any person, even though also a director/trustee, officer,
employee, shareholder or agent of Fund/Plan, who may be or
become an officer, trustee, employee, or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting
on any business of the Trust (other than services or business
in connection with Fund/Plan's duties hereunder), to be
rendering such services to or acting solely for the Trust and
not as a trustee, officer, employee, shareholder or agent of,
or one under the control or direction of Fund/Plan even though
paid by it.
(c) Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Fund/Plan, 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 Fund/Plan may sustain or incur or
which may be asserted against Fund/Plan by any person by reason
of, or as a result of:
(i) any action taken or omitted to be taken by Fund/Plan in
good faith hereunder;
(ii) in reliance upon any certificate, instrument, order, or
stock certificate or other document reasonably believed
by it to be genuine and to be 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 opinion of legal counsel
for the Trust or its own counsel; or
(iii) any action taken or omitted to be taken by Fund/Plan in
connection with its appointment in good faith in reliance
upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been
altered, changed, amended, or repealed. However,
indemnification under this subparagraph shall not apply
to actions or omissions of Fund/Plan or its directors,
officers, employees, shareholders, or agents in cases of
its or their own negligence, willful misconduct, bad
faith, or reckless disregard of its or their own duties
hereunder.
(d) Fund/Plan shall give written notice to the Trust within ten
(10) business days of receipt by Fund/Plan of a written
assertion or claim of any threatened or pending legal
proceeding which may be subject to this indemnification.
However, the failure to notify the Trust of such written
assertion or claim shall not operate in any manner whatsoever
to relieve the Trust of any liability arising from this Section
or otherwise.
(e) For any legal proceeding giving rise to this indemnification,
the Trust shall be entitled to defend or prosecute any claim in
the name of Fund/Plan at its own expense and through counsel of
its own choosing if it gives written notice to Fund/Plan within
ten (10) business days of receiving notice of such claim.
Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own
choosing. If the Trust does choose to defend or prosecute such
claim, then the parties shall cooperate in the defense or
prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
(f) The Trust shall not settle any claim without Fund/Plan's
express written consent which shall not be unreasonably
withheld. Fund/Plan shall not settle any claim without the
Trust's express written consent which shall not be unreasonably
withheld.
SECTION 20. Fund/Plan is authorized, upon receipt of Written Instructions from
the Trust or as provided in the Trust's Prospectus, to make payment
upon redemption of Shares without a signature guarantee. The Trust
hereby agrees to indemnify and hold Fund/Plan, its successors and
assigns, harmless of and from any and all expenses, damages, claims,
suits, liabilities, actions, demands, losses whatsoever arising out
of or in connection with a payment by Fund/Plan upon redemption of
Shares without a signature guarantee which is not due to Fund/Plan's
lack of reasonable care and upon the request of Fund/Plan the Trust
shall assume the entire defense of any action, suit or claim subject
to the foregoing indemnity. Fund/Plan shall notify the Trust of any
such action, suit or claim within thirty (30) days after receipt by
Fund/Plan of notice thereof.
SECTION 21. (a) This Agreement shall go into effect as of the day and year
first written above (the"Effective Date"), and shall continue
in effect until October 31, 1996. This Agreement shall continue
in force from year to year thereafter, but only so long as such
continuance is approved, (1) by Fund/Plan, (2) by vote, cast in
person at a meeting called for the purpose, of a majority of
the Trust's Trustees who are not parties to this Agreement or
interested persons (as defined in the Act) of any such party,
and (3) by vote of a majority of the Trust's Board of Trustees
or a majority of the Trust's outstanding voting securities.
(b) The Fee Schedule is fixed for the initial term of this
Agreement, with a fee increase in the second year not to exceed
10%.
(c) The Trust or Fund/Plan may give written notice to the other of
the termination of this Agreement, such termination to take
effect at the time specified in the notice, not less than one
hundred eighty (180) days after the giving of the notice. Upon
the effective termination date, the Trust shall pay to
Fund/Plan such compensation as may be due as of the date of
termination and shall likewise reimburse Fund/Plan for any out-
of-pocket expenses and disbursements reasonably incurred by
Fund/Plan to such date.
(d) In the event that in connection with termination of this
Agreement a successor to any of Fund/Plan's duties or
responsibilities under this Agreement is designated by the
Trust by written notice to Fund/Plan, Fund/Plan shall, promptly
upon such termination and at the expense of the Trust, transfer
all Required Records and shall cooperate in the transfer of
such duties and responsibilities.
(e) The Trust acknowledges that in order for Fund/Plan to perform
the services contemplated hereunder, Fund/Plan has made and
will make significant investments of time and money. If this
Agreement is terminated for reasons other than a material
breach by Fund/Plan prior to the expiration of the initial term
of this contract, the Trust will pay Fund/Plan twenty percent
(20%) of the minimum fees remaining for the unexpired term of
the Agreement.
SECTION 22. The Trust shall file with Fund/Plan a certified copy of each
resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as
provided in Section 1 of this Agreement.
SECTION 23. This Agreement may be amended from time to time by a supplemental
agreement executed by the Trust and Fund/Plan.
SECTION 24. Any notice or other communication required by or permitted to be
given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first class mail, postage
prepaid, to the respective parties as follows:
If to the Trust: The Xxxxxxx Funds
000 X. XxXxxxx Xx.
Xxxxxxx, XX 00000-0000
Attention: E. Xxxxxx XxXxxxxx, President
If to Fund/Plan: Fund/Plan Services, Inc.
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, President
SECTION 25. The Trust represents and warrants to Fund/Plan that the execution
and delivery of this Shareholder Services Agreement by the
undersigned officers of the Trust has been duly and validly
authorized by resolution of the Board of Trustees of the Trust.
SECTION 26. This Agreement may be executed in 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.
SECTION 27. This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of Fund/Plan or by Fund/Plan without the
written consent of the Trust, authorized or approved by a resolution
of its Board of Trustees.
SECTION 28. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
The Xxxxxxx Funds Fund/Plan Services, Inc.
_________________ ------------------------
_________________________________ _________________________________
By: E. Xxxxxx XxXxxxxx, President By: Xxxxxxx X. Xxxxx, President
_________________________________ _________________________________
Attest: Xxxxx X. Xxxxxxx Attest: Xxxxx X. Xxxxx, Secretary
Assistant Secretary
(SEAL) (SEAL)
SCHEDULE "A"
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MULTIPLE CLASS FEE SCHEDULE FOR THE XXXXXXX FUNDS
Global Fund
Global Equity Fund
Global Bond Fund
Short-Term Global Income Fund
U.S. Balanced Fund
U.S. Equity Fund
U.S. Bond Fund
U.S. Cash Management Fund
Non-U.S. Equity Fund
Non-U.S. Bond Fund
TRANSFER AGENCY - ANNUAL FEES (1/12 PAYABLE MONTHLY)
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$17,000 per each portfolio of the "Xxxxxxx Class" (includes $5,000 for
special 401(k) communication and reporting); plus
$18 per account (minimum $27,000) for each portfolio of the "SwissKey
Class;"
Fees are aggregated at the portfolio level and then allocated to each Class
based on their respective net assets.
OUT-OF-POCKET EXPENSES
-----------------------
The Trust will reimburse Fund/Plan Services, Inc. monthly for all reasonable
out-of-pocket expenses, including telephone, postage, telecommunications,
special reports, record retention, special transportation costs as incurred, and
unusual expenses incurred while establishing viable agreements between the Trust
and Fund/Plan Services, Inc. The cost of copying and sending materials to
auditors for off-site audits will be an additional expense.
ADDITIONAL SERVICES
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Activities of a non-recurring nature such as fund consolidations, mergers or
reorganizations will be subject to negotiation. Any additional/enhanced
services or reports will be quoted upon request.
The Schedules will be amended as necessary to reflect the addition of other
services for additional classes or portfolios of the Trust.
SCHEDULE "B"
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TRANSFER AGENCY STANDARD SERVICES
I - SHAREHOLDER FILE
1. Establish new accounts and enter demographic data into shareholder
base. Includes review and file maintenance for all NSCC originated
registrations and data changes for FundServ, Networking and ACTS
accounts for compliance with Investar customer file requirements.
2. Create Customer Information File (CIF) to link accounts within the Fund
and across funds within the Fund Group. Facilitates account maintenance,
lead tracking, quality control, household mailings and combined
statements.
3. 100% quality control of new account information, including verification
of initial investment.
* 4. Systematic linkage of shareholder accounts with exact matches on SSN and
address for the purpose of consolidated account history reporting.
Periodic production of laser printed combined statements.
* 5. Production of household mailing labels which enable the Fund to do
special mailings to each address in the Fund Group rather than each
account.
6. Maintain account and customer file records based on shareholder request
and routine quality review.
7. Maintain tax ID certification and NRA records for each account,
including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity, dividends, on-
request, third party and periodic mailings.
* 10. Produce shareholder lists, labels and ad hoc reports to Fund management
as requested.
11. 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.
II - SHAREHOLDER SERVICES
1. Provide quality service through a staff of highly trained NASD licensed
customer service personnel, including phone, research and correspondence
representatives.
2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases, redemptions,
exchanges, systematic withdrawals, pre-authorized drafts, Fund SERV and
wire order trades, problem solving and process telephone transactions.
3. Customized recording of fund prices daily after regular business hours
for shareholder access.
4. Silent monitoring of shareholder calls by the phone supervisor to ensure
exceptional customer service.
5. Record and maintain tape recordings of all shareholder calls for a six
month period.
SCHEDULE "B"
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6. Phone Supervisor produces daily management reports of shareholder calls
which track volumes, length of calls, average wait time and abandoned
call rates to ensure quality service.
7. Phone representatives are thoroughly trained through in house training
programs on the techniques of providing exceptional customer service.
8. Customer inquiries received by letter or telephone are thoroughly
researched by a correspondence team member. These inquires include such
items as, account/customer file information, complete historical account
information, stop payments on checks, transaction details and lost
certificates.
III - INVESTMENT PROCESSING
1. Initial investment (checks or Fed wires).
2. Subsequent investments (checks or Fed wires) 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.
* 6. NSCC - FundSERV trades.
IV - 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. Issue checkbooks and process checkbook redemptions through agent bank.
5. Redemption proceeds distributed to shareholder by check, Fed wire or ACH
processing.
* 6. Provide NSCC - FundSERV trade processing.
V - EXCHANGE & TRANSFER PROCESSING
1. Process legal transfers.
2. Issue and cancel certificates.
3. Replace certificates through surety bonds (separate charge to
shareholder).
4. Process exchange transactions (letter and telephone request).
5. Process ACATS transfers.
SCHEDULE "B"
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VI - RETIREMENT PLANS
1. Fund 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
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRAs and:
a. Identification of employer contributions
3. Fund 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
VII - SETTLEMENT & CONTROL
1. Daily review of processed shareholder transactions to assure input was
processed correctly. Accurate trade activity figures passed to Fund's
Accounting Agent by 10:00am EST.
2. Preparation of daily cash movement information to be passed to the
Fund's Accounting Agent and Custodian Bank by 10:00am EST for use in
determining Fund's 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 Fund.
4. Resolve any outstanding share or cash issues that are not cleared by
trade date + 2.
5. Process shareholder adjustments to include the proper notification of
any booking entries needed, as well as any necessary cash movement.
6. Settlement and review of Fund's 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 Fund's Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement information 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 stock certificates and dividend check
form.
SCHEDULE "B"
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9. Aggregate tax filings for all Fund/Plan 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/FundSERV activity.
VIII - 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 statements, scheduling record dates for year dividends and
capital gains, production of combined statements, printing of inserts to
be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year to date. Dates and rates must be authorized so
that they can be used for reporting to the IRS.
7. Coordinate the ordering of form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to ensure
accuracy.
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 date
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.
IX - CLIENT SERVICES
1. An Account Manager is assigned to each relationship. The Account Manager
acts as the liaison between the Fund and the Transfer Agency staff.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and follow-up,
and constant fund interaction on daily operational issues.
Specifically:
a. Scheduling of dividends, proxies, report mailing and special
mailings.
b. Coordinate with the Fund the shipment of materials for scheduled
mailings.
SCHEDULE "B"
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c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes.
d. Handle all notification 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.
g. Coordinate with systems, services and operations on special
events, e.g., mergers, new fund start ups, small account
liquidations, combined statements, household mailings,
additional mail files.
h. Prepare standard operating procedures and review prospectus for
new funds and our current client base. Coordinate implementation
of suggested changes with the Fund.
i. Liaison between the Fund 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.
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
a. Maintain file with additions, deletions, changes and updates at
the Fund's direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.
IDENTIFICATION OF SERIES
------------------------
Below are listed the Series and Classes of Shares to which services under this
Agreement are to be performed as of the Effective Date of this Agreement:
SERIES
Global Fund
Global Equity Fund
Global Bond Fund
Short-Term Global Income Fund*
U.S. Balanced Fund
U.S. Equity Fund
U.S. Bond Fund
U.S. Cash Management Fund
Non-U.S. Equity Fund
Non-U.S. Bond Fund
CLASSES
Xxxxxxx Fund class
SwissKey Fund class
* Fee and procedures subject to change/review pending definitive structure of
Fund.
This Schedule "C" may be amended from time to time by agreement of the Parties.
