Exhibit 9
SHAREHOLDER SERVICING AGENT AGREEMENT
THIS AGREEMENT, made and entered into on this _____ day of
__________, 19__, by and between ____________________ (hereinafter
referred to as the "Fund"), and FIRST WISCONSIN TRUST COMPANY, a
corporation organized under the laws of the State of Wisconsin,
(hereinafter referred to as "Agent").
WITNESSETH:
WHEREAS, the Fund is an open-end management investment company which
is registered under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company and, among other things, is in
the business of administering transfer and dividend disbursing agent
functions for the benefit of its customers.
NOW, THEREFORE, the Fund and the Agent do mutually promise and agree
as follows:
1. Employment. the Fund hereby employs Agent to act as Shareholder
Servicing Agent for the Fund. Agent shall, at its own expense, render the
services and assume the obligations herein set forth subject to being
compensated therefor as herein provided.
2. Authority of Agent. Agent is hereby authorized by the Fund to
receive all cash which may from time to time be delivered to it by or for
the account of the fund; to issue confirmations and/or certificates for
shares of capital stock of the Fund upon receipt of payment; to redeem or
repurchase on behalf of the fund shares of capital stock of the Fund upon
receipt of certificates properly endorsed or properly executed written
requests as described in the Prospectus of the Fund and to act as dividend
disbursing agent for the Fund.
3. Duties of the Agent: Agent hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and subsequent in
accordance with conditions set forth in the Fund's
prospectus as mutually agreed by the Fund and the Agent.
C. Transfer shares of capital stock to an existing account or
to a new account upon receipt of required documentation in
good order.
D. Redeem uncertificated and/or certificated shares upon
receipt of required documentation in good order.
E. Issue and/or cancel certificates as instructed; replace
lost, stolen or destroyed certificates upon receipt of
satisfactory indemnification or bond.
F. Distribute dividends and/or capital gain distributions.
this includes disbursement as cash or reinvestment and to
change the disbursement option at the request of
shareholders.
G. Process exchanges between funds, (process and direct
purchase/redemption and initiate new account or process to
existing account).
H. Make miscellaneous changes to records, including, but not
necessarily limited to, address changes and changes in
plans (such as systematic withdrawal, dividend
reinvestment, etc.)
I. Prepare and mail a year-to-date confirmation and statement
as each transaction is recorded in a shareholder account as
follows: original to shareholder. Duplicate confirmations
to be available on request within current year.
J. Handle telephone calls and correspondence in reply to
shareholder requests except those items set forth in
referrals to Fund.
K. Reports to the Fund:
Daily - transaction journal with analysis of accounts.
Monthly - analysis of transactions and accounts by types.
Quarterly - state sales analysis; sales by size; analysis
of systematic withdrawals, Xxxxx, XXX and 403(b)(7) plans;
printout of shareholder balances.
L. Daily control and reconciliation of Fund shares with
Agent's records and the Fund office records.
M. Prepare address labels or confirmations for four reports to
shareholders per year.
N. Mail and tabulate proxies for one Annual Meeting of
Shareholders, including preparation of certified
shareholder list and daily report to Fund management, if
required.
O. Prepare and mail annual Form 1099, Form W-2P and 5498 to
shareholders to whom dividends or distributions are paid,
with a copy for the IRS.
P. Provide readily obtainable data which may from time to time
be requested for audit purposes.
Q. Replace lost or destroyed checks.
R. Continuously maintain all records for active and closed
accounts.
S. Furnish shareholder data information for a current calendar
year in connection with XXX and Xxxxx Plans in a format
suitable for mailing to shareholders.
4. Referrals to Fund. Agent hereby agrees to refer to the Fund for
reply the following:
A. Requests for investment information, including performance
and outlook.
B. Requests for information about specific plans: (i.e., XXX,
XXXXX, Systematic Withdrawal).
C. Requests for information about exchanges between the funds.
D. Requests for historical fund prices.
E. Requests for information about the value and timing of
dividend payments.
F. Questions regarding correspondence from the Fund and the
newspaper articles.
G. Any requests for information from non-shareholders.
H. Any other types of shareholder requests as the fund may
request from Agent in writing.
5. Compensation to Agent. Agent shall be compensated for its
services hereunder as may from time to time be agreed upon in writing
between the two parties. The Fund will reimburse Agent for all out-of-
pocket expenses, including, but not necessarily limited to, postage,
confirmation forms, etc. Special projects, not included in the fee
schedule and requested by proper instructions from the Fund, shall be
completed by Agent and invoiced to the Fund as mutually agreed upon.
6. Rights and Powers of Agent. Agent's rights and powers with
respect to acting for and on behalf of the Fund, including rights and
powers of Agent's officers and directors, shall be as follows:
A. No order direction, approval, contract or obligation on
behalf of the fund with or in any way affecting Agent shall
be deemed binding unless made in writing and signed on
behalf of the Fund by an officer or officers of the Fund
who have been duly authorized to so act on behalf of the
fund by its Board of Directors.
B. Directors, officers, agents and shareholders of the Fund
are or may at any time or times be interested in Agent as
officers, directors, agents, shareholders, or otherwise.
Correspondingly, directors, officers, agents and
shareholders of Agent are or may at any time or times be
interested in the Fund as directors, officers, agents,
shareholders or otherwise. Agent shall, if it so elects,
also have the right to be a shareholder of the Fund.
C. The services of Agent to the Fund are not to be deemed
exclusive and Agent shall be free to render similar
services to others as long as its services for others does
not in any manner or way hinder, preclude or prevent Agent
from performing its duties and obligations under this
Agreement.
D. The Fund will indemnify the Agent and hold it harmless from
and against all costs, losses, and expenses which may be
incurred by it and all claims and liabilities which may be
asserted or assessed against it as a result of any action
taken by it without negligence and in good faith, and for
any act, omission, delay or refusal made by the Agent in
connection with this agency in reliance upon or in
accordance with any instruction or advice of any duly
authorized officer of the Fund.
7. Effective Date. this Agreement shall become effective .
8. Termination of Agreement. This Agreement shall continue in
force and effect until terminated or amended to such an extent that a new
Agreement is deemed advisable by either party. Notwithstanding anything
herein to the contrary, this Agreement may be terminated at any time,
without payment of any penalty, by the fund or Agent upon ninety (90)
days' written notice to the other party.
9. Amendment. This Agreement may be amended by mutual written
consent of the parties. If, at any time during the existence of this
Agreement, the Fund deems it necessary or advisable in the best interests
of Fund that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the Securities and Exchange
commission or state regulatory agencies or other governmental authority,
or to obtain any advantage under state or federal laws, and shall notify
Agent of the form of amendment which it deems necessary or advisable and
the reasons therefor, and if Agent declines to assent to such amendment,
fund may terminate this Agreement forthwith.
10. Notice. Any notice that is required to be given by the parties
to each other under the terms of this Agreement shall be in writing,
addressed and delivered, or mailed postpaid to the other party at the
principal place of business of such party.
FIRST WISCONSIN TRUST COMPANY
By: By:
Attest: Attest:
