TRANSFER AGENT SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 19th day of July, 2005, by and
between the Trust for Professional Managers, a Delaware business Trust (the
“Trust”), on behalf of the Xxxxxxx Xxxxxx Core Equity Fund (the “Fund”) and U.S.
Bancorp Fund Services, LLC, a Wisconsin limited liability company
("USBFS").
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of administering transfer and
dividend disbursing agent functions for the benefit of its customers;
and
WHEREAS,
the Trust desires to retain USBFS to provide transfer and dividend disbursing
agent services to each series of the Trust listed on Exhibit A hereto (as
amended from time to time) (the “Fund”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of USBFS as Transfer Agent |
The
Trust hereby appoints USBFS as transfer agent of the Trust on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement.
| 2. |
Services
and Duties of USBFS |
USBFS
shall perform all of the customary services of a transfer agent and dividend
disbursing agent for the Fund, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:
| A. |
Receive
and process all orders for the purchase, exchange, and/or redemption of
shares in accordance with Rule 22c-1 of the Investment Company Act of 1940
(“the 1940 Act”). |
| B. |
Process
purchase orders with prompt delivery, where appropriate, of payment and
supporting documentation to the Trust’s custodian, and issue the
appropriate number of uncertificated shares with such uncertificated
shares being held in the appropriate shareholder
account. |
1
| C. |
Arrange
for issuance of shares obtained through transfers of funds from Fund
shareholders’ accounts at financial institutions and arrange for the
exchange of shares for shares of other eligible investment companies, when
permitted by the Fund’s current prospectus
(“Prospectus”). |
| D. |
Process
redemption requests received in good order and, where relevant, deliver
appropriate documentation to the Trust's
custodian. |
| E. |
Pay
monies upon receipt from the Trust's custodian, where relevant, in
accordance with the instructions of redeeming
shareholders. |
| F. |
Process
transfers of shares in accordance with the shareholder's
instructions. |
| G. |
Process
exchanges between Funds and/or classes of shares of Funds both within the
same family of funds and with a First American Money Market Fund, if
applicable. |
| H. |
Prepare
and transmit payments for dividends and distributions declared by the
Trust with respect to the Fund, after deducting any amount required to be
withheld by any applicable laws, rules and regulations and in accordance
with shareholder instructions. |
| I. |
Make
changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment,
dividend reinvestment). |
| J. |
Record
the issuance of shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a record of the total number of shares of
the Fund which are authorized, issued and
outstanding. |
| K. |
Prepare
shareholder meeting lists and, if applicable, mail, receive and tabulate
proxies. |
| L. |
Mail
shareholder reports and Prospectuses to current
shareholders. |
| M. |
Prepare
and file U.S. Treasury Department Forms 1099 and other appropriate
information returns required with respect to dividends and distributions
for all shareholders. |
| N. |
Provide
shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the
Trust. |
2
| O. |
Mail
requests for shareholders’ certifications under penalties of perjury and
pay on a timely basis to the appropriate federal authorities any taxes to
be withheld on dividends and distributions paid by the Trust, all as
required by applicable federal tax laws and
regulations. |
| P. |
Provide
a Blue Sky system that will enable the Trust to monitor the total number
of shares of the Fund sold in each state. In addition, the Trust or its
agent, including USBFS, shall identify to USBFS in writing those
transactions and assets to be treated as exempt from the Blue Sky
reporting for each state. The responsibility of USBFS for the Trust's Blue
Sky state registration status is solely limited to the initial compliance
by the Trust and the reporting of such transactions to the Trust or its
agent. |
| Q. |
Answer
correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder and such other correspondence as may from time
to time be mutually agreed upon between USBFS and the
Trust. |
| R. |
Reimburse
the Fund each month for all material losses resulting from “as of”
processing errors for which USBFS is responsible in accordance with the
“as of” processing guidelines set forth on Exhibit C
hereto. |
| 3. |
Representations
of USBFS |
USBFS
represents and warrants to the Trust that:
| A. |
It
is a limited liability corporation duly organized, existing and in good
standing under the laws of Wisconsin; |
| B. |
It
is a registered transfer agent under the Exchange
Act. |
| C. |
It
is duly qualified to carry on its business in the State of
Wisconsin; |
| D. |
It
is empowered under applicable laws and by its charter and bylaws to enter
into and perform this Agreement; |
| E. |
All
requisite corporate proceedings have been taken to authorize it to enter
and perform this Agreement; |
| F. |
It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement; and |
| G. |
It
will comply with all applicable requirements of the Securities Act of
1933, as amended, and the Exchange Act, the 1940 Act, and any laws, rules,
and regulations of governmental authorities having
jurisdiction. |
3
| 4. |
Representations
of the Trust |
The
Trust represents and warrants to USBFS that:
| A. |
The
Trust is an open-end investment company under the 1940
Act; |
| B. |
The
Trust is a business trust organized, existing, and in good standing under
the laws of Delaware; |
| C. |
The
Trust is empowered under applicable laws and by its Declaration of Trust
and Bylaws to enter into and perform this
Agreement; |
| D. |
All
necessary proceedings required by the Declaration of Trust have been taken
to authorize it to enter into and perform this
Agreement; |
| E. |
The
Trust will comply with all applicable requirements of the Securities Act,
the Exchange Act, the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction;
and |
| F. |
A
registration statement under the Securities Act will be made effective and
will remain effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all shares of the
Trust being offered for sale. |
| 5. |
Compensation |
USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as amended from
time to time). The Trust shall pay all fees and reimbursable expenses within
thirty (30) calendar days following receipt of the billing notice, except for
any fee or expense subject to a good faith dispute. The Trust shall notify USBFS
in writing within thirty (30) calendar days following receipt of each invoice if
the Trust is disputing any amounts in good faith. The Trust shall settle such
disputed amounts within ten (10) calendar days of the day on which the parties
agree to the amount to be paid. With the exception of any fee or expense the
Trust is disputing in good faith as set forth above, unpaid invoices shall
accrue a finance charge of one and one-half percent (1½%) per month, after the
due date. Notwithstanding anything to the contrary, amounts owed by the Trust to
USBFS shall only be paid out of assets and property of the particular Fund
involved.
| 6. |
Indemnification;
Limitation of Liability |
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with matters to
which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’s control, except a loss arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence, or willful misconduct on its part in the performance of
its duties under this Agreement. Notwithstanding any other provision of
this Agreement, if USBFS has exercised reasonable care in the performance
of its duties under this Agreement, the Trust shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys' fees) which USBFS may sustain or incur or which may be asserted
against USBFS by any person arising out of any action taken or omitted to
be taken by it in performing the services hereunder, except for any and
all claims, demands, losses, expenses, and liabilities arising out of or
relating to USBFS’s refusal or failure to comply with the terms of this
Agreement or from bad faith, negligence or from willful misconduct on its
part in performance of its duties under this Agreement, (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of the Trust,
such duly authorized officer to be included in a list of authorized
officers furnished to USBFS and as amended from time to time in writing by
resolution of the Board of Trustees of the Trust (the “Board of Trustees”
or “Trustees”). |
4
|
USBFS
shall indemnify and hold the Trust harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that the Trust may sustain or incur
or that may be asserted against the Trust by any person arising out of any
action taken or omitted to be taken by USBFS as a result of USBFS’s
refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct. |
|
In
the event of a mechanical breakdown or failure of communication or power
supplies beyond its control, USBFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption
continues beyond USBFS’s control. USBFS will make every reasonable effort
to restore any lost or damaged data and correct any errors resulting from
such a breakdown at the expense of USBFS. USBFS agrees that it shall, at
all times, have reasonable contingency plans with appropriate parties,
making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Trust shall be entitled to inspect USBFS’s premises
and operating capabilities at any time during regular business hours of
USBFS, upon reasonable notice to USBFS. |
|
Notwithstanding
the above, USBFS reserves the right to reprocess and correct
administrative errors at its own expense. |
5
| B. |
In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent. |
| 7. |
Proprietary
and Confidential Information |
USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Trust and prior, present, or potential shareholders
(and clients of said shareholders) and not to use such records and information
for any purpose other than the performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where USBFS may be exposed to civil or criminal contempt proceedings for failure
to comply after being requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title
V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time (the
“Act”). Notwithstanding the foregoing, USBFS will not share any nonpublic
personal information concerning any of the Trust’s shareholders with any third
party unless specifically directed by the Trust or allowed under one of the
exceptions noted under the Act.
| 8. |
Anti-Money
Laundering Program |
The Trust
acknowledges that it has had an opportunity to review, consider and comment upon
the procedures provided by USBFS describing various tools designed to promote
the detection and reporting of potential money laundering activity by monitoring
certain aspects of shareholder activity (the “Monitoring Procedures”) as well as
written procedures for verifying a customer’s identity (the “Customer
Identification Procedures”), together referred to as the “Procedures,” and the
Trust has determined that the Procedures, as part of the Trust’s overall
anti-money laundering program, are reasonably designed to prevent the Fund from
being used for money laundering or the financing of terrorist activities and to
achieve compliance with the applicable provision of the Bank Secrecy Act and the
implementing regulations thereunder.
6
Based on
this determination, the Trust hereby instructs and directs USBFS to implement
the Procedures on the Trust’s behalf, as such may be amended or revised from
time to time.
It is
contemplated that these Procedures will be amended from time to time by the
parties as additional regulations are adopted and/or regulatory guidance is
provided relating to the Trust’s anti-money laundering
responsibilities.
USBFS
agrees to provide to the Trust:
| (a) |
Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering
activity in connection with the Trust or any shareholder of the
Fund; |
| (b) |
Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering activity,
provided that the Trust agrees not to communicate this information to the
customer; |
| (c) |
Any
reports received by USBFS from any government agency or applicable
industry self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring on behalf of the
Trust; |
| (d) |
Prompt
written notification of any action taken in response to anti-money
laundering violations as described in (a), (b) or (c);
and |
| (e) |
A
certified annual report of its monitoring and customer identification
activities on behalf of the Trust. USBFS shall provide such other reports
on the monitoring and customer identification activities conducted at the
direction of the Trust as may be agreed to from time to time by USBFS and
the Trust. |
The Trust
hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal
regulators access to such information and records maintained by USBFS and
relating to USBFS’s implementation of the Procedures on behalf of the Trust, as
they may request, and (ii) permit such federal regulators to inspect USBFS’s
implementation of the Procedures on behalf of the Trust.
| 9. |
Term
of Agreement; Amendment |
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three years. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving
ninety (90) days prior written notice to the other party or such shorter period
as is mutually agreed upon by the parties. However, this Agreement may be
amended by mutual written consent of the parties.
7
| 10. |
Duties
in the Event of Termination |
In
the event that, in connection with termination, a successor to any of USBFS’s
duties or responsibilities hereunder is designated by the Trust by written
notice to USBFS, USBFS will promptly, upon such termination and at the expense
of the Trust, transfer to such successor all relevant books, records,
correspondence, and other data established or maintained by USBFS under this
Agreement in a form reasonably acceptable to the Trust (if such form differs
from the form in which USBFS has maintained, the Trust shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records, and other data by
such successor.
| 11. |
Records |
USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained by USBFS
relating to the services to be performed by USBFS hereunder are the property of
the Trust and will be preserved, maintained, and made available in accordance
with such applicable sections and rules of the 1940 Act and will be promptly
surrendered to the Trust on and in accordance with its request. Further, federal
examiners shall have access to information and records relating to anti-money
laundering activities performed by USBFS hereunder and USBFS consents to any
inspection authorized by law or regulation in connection thereof.
| 12. |
Governing
Law |
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the Securities and Exchange Commission
thereunder.
| 13. |
Data
Necessary to Perform Services |
The
Trust or its agent, which may be USBFS, shall furnish to USBFS the data
necessary to perform the services described herein at such times and in such
form as mutually agreed upon. If USBFS is also acting in another capacity for
the Trust, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such capacity.
8
| 14. |
Assignment |
This
Agreement may not be assigned by either party without the prior written consent
of the other party.
| 15. |
Notices |
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Trust shall be sent to:
Xxxx
X. Xxxxxxx, Secretary
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
|
U.S.
BANCORP FUND SERVICES, LLC | |
|
By:
/s/
Xxxxxx X. Xxxxxxxxx |
By:
/s/
Xxxxxx X. Xxxxxxxxx |
|
Title:
Chairperson |
Title:
Senior
Vice President |
9
Exhibit
A
to
the
Fund
Names
Separate
Series of Trust for Professional Managers
Name
of Series Date
Added
Xxxxxxx
Xxxxxx Core Equity
Fund
August
3, 2005
Exhibit
C
to
the
As
Of Processing Policy
USBFS will reimburse the Fund for any
net material loss that may exist on the Fund’s books and for which USBFS is
responsible, at the end of each calendar month. “Net Material Loss” shall be
defined as any remaining loss, after netting losses against any gains, which
impacts the Fund’s net asset value per share by more than ½ cent. Gains and
losses will be reflected on the Fund’s daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. USBFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of ½ cent will not be carried forward to the next
succeeding month. USBFS will notify the advisor to the Fund on the daily share
sheet of any losses for which the advisor may be held accountable.
