THOMPSON IM FUNDS, INC. FIRST AMENDMENT TO THE TRANSFER AGENT AGREEMENT
Exhibit (H)(5)
XXXXXXXX IM FUNDS, INC.
FIRST AMENDMENT TO THE TRANSFER AGENT AGREEMENT
THIS FIRST AMENDMENT, dated as of the 16th day of August, 2016, to the Transfer Agent Servicing Agreement, dated as of August 19, 2015 (the "Agreement"), is entered into by and between Xxxxxxxx IM Funds, Inc., a Wisconsin corporation (the "Corporation") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the Corporation and USBFS desire to amend the fees of the Agreement; and
WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit D of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit D attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| XXXXXXXX IM FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC | |||
| By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. XxXxx | |
| Name: | Xxxxx X. Xxxxxxxx | Name: | Xxxxxxx X. XxXxx | |
| Title: | Chief Executive Officer | Title: | Executive Vice President | |
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Amended Exhibit D - Transfer Agent Servicing Agreement – Xxxxxxxx IM Funds, Inc.
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Fee Schedule effective 9/1/2016 through 9/1/2018 TRANSFER AGENT & SHAREHOLDER SERVICES | |
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Annual Service Charges to the Fund*
Base Fee per CUSIP - $[ ] per year
XXXX Xxxxx 0 Accounts - $[ ] per open account
No-Load Fund Accounts - $[ ] per open account
Load Fund Accounts - $[ ] per open account
Daily Accrual Fund Accounts - $[ ] per open account
Closed Accounts - $[ ] per closed account
Annual Basis Point Fee
[ ] basis point on the first $[ ]
[ ] basis point on the next $[ ]
[ ] basis point on the balance
Activity Charges ¨ Telephone Calls - $[ ] /minute ¨ E-mail Services - $[ ] /e-mail received ¨ Draft Check Processing - $[ ] /draft ¨ Daily Valuation Trades - $[ ] /trade ¨ Lost Shareholder Search - $[ ] /search ¨ AML Base Service (excl Level [ ] accounts) [ ] – [ ]accounts - $[ ] [ ] – [ ] accounts - $[ ] [ ] – [ ] accounts - $[ ] [ ]+ accounts - $[ ] ¨ AML New Account Service - $[ ]/new domestic accounts and $[ ]/new foreign account ¨ Shareholder Verifications $[ ] /item ¨ ACH/EFT Shareholder Services: $[ ] /month/fund group $ [ ] /ACH item, setup, change $[ ] /correction, reversal ¨ Disaster recovery $[ ] per open account
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Service Charges to Investors Qualified Plan Fees (Charged to Investors) ¨ $[ ] /qualified plan acct (Cap at $[ ]/SSN) ¨ $[ ] /Xxxxxxxxx ESA acct (Cap at $[ ]/SSN) ¨ $[ ] /transfer to successor trustee ¨ $[ ] /participant distribution (Excluding SWPs) ¨ $[ ] /refund of excess contribution Additional Shareholder Fees (Charged to Investors)
¨ $[ ] /outgoing wire transfer ¨ $[ ] /overnight delivery ¨ $[ ] /telephone exchange ¨ $[ ] /return check or ACH ¨ $[ ] /stop payment ¨ $[ ] /research request per account (Cap at $[ ]/request) (For requested items of the second calendar year [or previous] to the request)
Technology Charges 1. Fund Group Setup (first cusip) - $[ ] /fund group 2. Fund Setup - $[ ] /cusip (beyond first cusip) 3. NSCC Service Interface – All NSCC Services ¨ Setup - $[ ] /fund group ¨ Annual - $[ ] /cusip/year 4. Telecommunications and Voice Services ¨ Service Setup - $[ ] ATT transfer connect ¨ VRU Setup - $[ ] /fund group ¨ VRU Maintenance - $[ ] /cusip/month ¨ $.35 /voice response call 6. Average Cost - $[ ] /account/year 7. Development/Programming - $[ ] /hour- subject to change to supplier current rates 8. File Transmissions – subject to requirements 9. Select Reports - $[ ] per Select 10. Extraordinary services – charged as incurred ¨ Conversion of Records (if necessary) – Estimate to be provided. ¨ Custom processing, re-processing
Miscellaneous Expenses - Including but not limited to: telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, service/data conversion, special reports, insurance, record retention, processing of literature fulfillment kits, proxies, proxy services, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, voice response (VRU), maintenance and development, data communication and implementation charges, specialized programming, travel, training and all other miscellaneous expenses.
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Chief Compliance Officer Support Services* $[ ] annually Fees are calculated pro rata billed monthly. * Subject to annual CPI increase – All Urban Consumers – U.S. City Average
The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed. |
Additional Services Available but not included above are the following services – FAN Web shareholder e-commerce, FAN Mail electronic data delivery. Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost-basis reporting, short-term trader reporting, excessive trader, investor mail services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis and additional services agreed upon.
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Amended Exhibit D (continued) to the Transfer Agent Agreement – Xxxxxxxx IM Funds, Inc.
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TRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES FEE SCHEDULE effective 9/1/2016 through 9/1/2018 |
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Account Management / Database Administration · $[ ] per month · Receiving - $[ ] per SKU · Order Processing - $[ ] per order · Skid Storage - $[ ] per month per location · Disposal - $[ ] per SKU
Inbound Teleservicing Only · Account Management - $[ ] per month · Call Servicing - $[ ] per minute
Lead Source Reporting · $[ ] per month
Closed Loop Reporting · Account Management - $[ ] per month · Database Installation, Setup - $[ ] per fund group
Miscellaneous Expenses · Included but not limited to specialized programming, kit and order processing expenses, postage and printing.
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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 - $[ ] (includes [ ] workstations) · Service - $[ ]/month · Report Source · No Setup Charge · $[ ]/month per reporting category Transfer Agent and Fund Accounting Utilized Compliance Reporting $[ ]/month · T/A Imaging · Setup - $[ ] (includes [ ] workstations) · $[ ]/month |
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Amended Exhibit D (continued) - Transfer Agent Servicing Agreement – Xxxxxxxx IM Funds, Inc.
FAN WEB – Shareholder internet access to account information and transaction capabilities. Internet service is connected directly to the fund group’s web site through a transparent hyperlink. Shareholders can access account information, portfolio listing within a fund family, view transaction history, purchase additional shares through ACH, etc. Annual Base Fee for FANWeb Select - $[ ] · Additional annual base fee for New Account Set Up - $[ ]
Annual Base Fee for FANWeb Premium - $[ ] Activity (Session) Fees: · Inquiry - $[ ] per event · Account Maintenance - $[ ] per event · Transaction – financial transactions, reorder statements, etc. - $[ ] / event · New Account Setup - $[ ] / event Strong Authentication: · $[ ] / month per active FANWeb ID (Any ID that has had activity within the [ ]-day period to the billing cycle.)
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VISION MUTUAL FUND GATEWAY – Permits broker/dealers, financial planners, and RIAs to us a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts. · Inquiry Only · Inquiry - $[ ] per event · Per broker ID - $[ ] per month per ID · Transaction Processing · Implementation - $[ ] per management company · Transaction – purchase, redeem, exchange, literature order - $[ ] per event · New Account Set-up – may contain multiple fund/accounts - $[ ] per event · Monthly Minimum Charge - $[ ] per month |
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Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters. · $[ ] setup/fund group of [ ] funds, $[ ] setup/fund group of over [ ] funds · $[ ] /account/year |
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Short-Term Trader – Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee. o [ ] days or less: $[ ] / open account o [ ] – [ ] days: $[ ] / open account o [ ] – [ ] days: $[ ] / open account o [ ] days – [ ] year: $[ ] / open account o [ ] year – [ ] years: $[ ] / open account |
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