Exhibit (h)(1)
THIS
AGREEMENT is made as of September 30, 2004, by and among JohnsonFamily Funds, Inc. (the
“Fund”), a Maryland Corporation, Xxxxxxx Asset Management, Inc.
(“Adviser”), a Wisconsin Corporation, solely with respect to Section 11 hereof,
and Xxxxx Fargo Bank, N.A., on behalf of itself and its affiliates, a national banking
association (the “Recordkeeper”).
WHEREAS,
the Fund is a registered open-end management investment company consisting of those series
identified on the attached Schedule A (the “Funds”);
WHEREAS,
the Recordkeeper desires to provide administrative services comprised of certain
recordkeeping, trustee, reporting, and processing services for certain qualified and
non-qualified employee benefit plans and retirement investment programs (the
“Plans”), which services include processing and transfer arrangements for the
investment and reinvestment of Plan assets in the Funds as specified by an entity not
related to the Recordkeeper, such as a Plan sponsor or administrative committee of a Plan
(a “Plan Representative”), generally upon the direction of Plan participants or
their beneficiaries (the “Participants”);
WHEREAS,
the Fund and the Recordkeeper desire to facilitate the purchase and redemption of shares
of the Funds on behalf of the Plans and their Participants through one or more plan level
accounts in each Fund (an “Account”) to be maintained of record by the
Recordkeeper or third parties with whom the Recordkeeper contracts as nominee of the Plan,
subject to the terms and conditions of this Agreement; and
WHEREAS,
the Fund and the Recordkeeper are members of, or have access to, and are entitled to use
the services of, National Securities Clearing Corporation (“NSCC”).
NOW,
THEREFORE in consideration of the mutual promises set forth herein, the parties agree as
follows:
| 1. |
Performance
of Services |
| |
The
Recordkeeper agrees to perform, or have third parties with whom it contracts perform, some
or all of the administrative functions and services as set forth in Schedule B and in
accordance with the procedures set forth in Schedule C, each attached hereto, with respect
to the shares of the Funds owned by the Plans and included in the Accounts (the
“Services”) or as may be requested by the Plans. This Agreement contemplates
that the Recordkeeper may engage the services of third parties to perform some or all of
the Services. |
| |
(a) |
Each
Account will be opened upon completion of the applicable application forms
for the selected Funds. In connection with each Account, the Recordkeeper
represents and warrants that it is authorized to act on behalf of each
Plan effecting transactions in the Account in connection with the Services
pursuant to an agreement with the Plan Representative. |
| |
(b) |
The
Fund shall designate each Account with an account number. Account numbers
will be the means of identification when the parties are transacting in
the Accounts. The assets in the Accounts are assets of the Plans and shall
be segregated from the Recordkeeper’s own assets. The Fund agrees to
cause the Accounts to be kept open on each Fund’s books regardless of
a lack of activity or small position size except to the extent the
Recordkeeper takes specific action to close an Account or to the extent
the Fund’s then-current prospectus reserves the right to close
Accounts that are inactive. In the latter case, the Fund will give prior
notice to the Recordkeeper before closing an Account. |
| 3. |
Transactions
Through the NSCC System |
| |
(a) |
The
Fund and the Recordkeeper agree to process and settle transactions pursuant
to this Agreement through Fund/SERV, which is NSCC’s mutual fund
settlement, entry, and registration verification system, and may agree to
exchange all Account information (other than order processing) through
Networking, which is NSCC’s automated and centralized recordkeeping
system, based upon an agreed level of reporting control as may be made
available by NSCC. |
| |
(b) |
The
Fund and the Recordkeeper agree to establish an electronic data link through
the NSCC system. The NSCC system will enable the Recordkeeper to transmit
Plan trade information, including purchase, redemption and exchange
instructions, as directed by Participants, to the Fund or the Funds and
likewise to receive trade and pricing information from the Funds. The
parties agree to pay or arrange for payment of their respective NSCC
costs. |
| |
(c) |
Each
party has received a copy of the NSCC system rules and processing
guidelines and agrees to abide by such rules and guidelines, as amended
from time to time, in order to perform their respective obligations under
this Agreement. |
| |
(d) |
On
each business day, the Fund (or its transfer agent) shall accept and effect
changes on its records upon receipt of purchase, redemption, exchanges and
registration instructions from Recordkeeper through the NSCC system
without supporting documents from the Plan Representative or Participants. |
| |
(e) |
Each
party shall perform any and all duties, functions, procedures and
responsibilities established by NSCC and shall maintain facilities,
equipment and personnel sufficient to perform the foregoing activities and
to otherwise comply with the terms of this Agreement and to comply with
the applicable NSCC rules and guidelines. |
| |
(f) |
Confirmed
trades and any other information provided through the NSCC system pursuant
to this Agreement shall be accurate, complete, and in a format prescribed
by NSCC. Each party shall adopt, implement and maintain procedures
reasonably designed to ensure the accuracy of all transmissions through
the NSCC system. Each party shall be entitled to act on information and
transmissions received through the NSCC system that it reasonably believes
to be genuine. |
2
| |
(g) |
Processing
errors that result from any delay or error caused by the Recordkeeper may
be adjusted according to the Funds’ then-current prospectus, the cost
of which adjustment shall be borne by the Recordkeeper. In the event
adjustments are required to correct any error in the computation of the
net asset value of Fund shares, the Fund shall notify the Recordkeeper as
soon as practicable after discovering the need for those adjustments that
result in a reimbursement to an Account in accordance with such Fund’s
then-current policies on reimbursement. Notification may be made via
facsimile or via direct or indirect systems access. Any such notification
shall be promptly followed by a letter written on the Fund’s
letterhead stating, for each day on which an error occurred, the incorrect
price, the correct price, and, to the extent communicated to the Fund’s
shareholders, the reason for the price change. |
| |
(h) |
Any
information provided by the Fund to the Recordkeeper through the NSCC system
and pursuant to this Agreement shall be deemed to satisfy the delivery
obligations outlined by Rule 10b-10 under the Securities Exchange Act of
1934, as amended (the “1934 Act”), and, as such, the Fund has
the informed consent of the Recordkeeper to suppress delivery of
information using paper media. The Recordkeeper will verify the accuracy
of confirmations of transactions and records received from the Fund
through the NSCC system. |
| |
The
Fund hereby appoints the Recordkeeper and third parties with whom the Recordkeeper
contracts as its agents for the limited purpose of accepting purchase and redemption
instructions from the Plans and their Participants for the purchase and redemption of
shares of the Funds on behalf of each Plan. |
| 5. |
Maintenance
of Records |
| |
(a) |
Recordkeeping
and other administrative services to Participants shall be the
responsibility of the Recordkeeper and shall not be the responsibility of
the Funds or the Fund. Neither the Funds nor the Fund shall maintain
separate accounts or records for Participants. The Recordkeeper shall
maintain and preserve records in connection with providing the Services
hereunder. |
| |
(b) |
Upon
request of the Fund, the Recordkeeper shall provide copies of the
historical records dating to transactions between the Funds and the Plans,
written communications regarding the Funds to or from the Plans and other
material, in each case, (1) as are maintained by the Recordkeeper in the
ordinary course of its business, and (2) as may reasonably be requested to
enable the Fund, its representatives, and, including without limitation,
each of their auditors or legal counsel, to (A) monitor and review the
Services, (B) comply with any request of a governmental body or
self-regulatory organization or the Plans, (C) verify compliance by the
Recordkeeper with the terms of this Agreement, or (D) make required
regulatory reports. The Recordkeeper further agrees that it will permit
the Fund or its representatives to have reasonable access to its personnel
and records during normal business hours in order to facilitate the
monitoring of the quality of the Services. The Fund agrees to reimburse
the Recordkeeper for copying and mailing expenses related to any request
for documents. |
3
| |
(c) |
The
parties agree to cooperate in good faith in providing records to one another
pursuant to this section. |
| 6. |
Account
Activity and Distribution Information |
| |
(a) |
The
Fund will deliver information, or arrange for the delivery to the
Recordkeeper of information, as may be reasonably requested by the
Recordkeeper, including such information as is reasonably necessary to
verify the receipt and accurate processing of all purchase and redemption
orders placed by the Recordkeeper. |
| |
(b) |
As
to each Fund, the Fund shall provide to the Recordkeeper, or parties with
whom the Recordkeeper contracts, all Fund distribution announcement
information as soon as it is disseminated by each Fund. The distribution
information shall set forth ex-date, record date, payable date,
distribution rate per share, record date share balances, cash and
reinvested payment amounts, and all other information reasonably requested
by the Recordkeeper. |
| |
(c) |
All
dividends and capital gains distributions will be automatically reinvested
on the payable date at net asset value in accordance with each Fund’s
then-current prospectus. |
| |
(a) |
In
the event adjustments are required to correct any error in the computation of
the net asset value of Fund shares, the Funds or its designated agents
shall notify the Recordkeeper as soon as practicable after discovering the
need for those adjustments. Notification may be made orally, in writing or
via direct or indirect systems access. Such notification must state for
each day for which an error occurred the incorrect price, the correct
price, and, to the extent communicated to the Fund’s shareholders,
the reason for the price change. The applicable Fund agrees that the
Recordkeeper may send this notification or derivation thereof (so long as
such derivation is approved in advance by the Fund) to Plan participants
whose accounts are affected by the price change. |
| |
(b) |
If
an Account received amounts in excess of the amounts to which it otherwise
would have been entitled prior to an adjustment for an error, the
Recordkeeper, when requested by the Fund or its designated agents, will
make a good faith attempt to collect such excess amounts from the Plan. In
no event, however, shall the Recordkeeper be liable to the Fund for any
such amounts unless the error was caused by Recordkeeper’s breech of
this Agreement or Recordkeeper’s willful misconduct or negligence in
the performance of, or failure to perform, its obligation under this
Agreement. |
4
| |
(c) |
If
an adjustment is to be made in accordance with subsection (a) above to
correct an error which has caused an Account to receive an amount less
than that to which it is entitled, the Fund or its designated agents shall
make all necessary adjustments (within the parameters specified in
subsection (a)) to the number of shares owned in the Account and
distribute to the Recordkeeper the amount of such underpayment for credit
to the Plans. |
| |
The
Recordkeeper and its agents will in no way recommend action in connection with or oppose
or interfere with the solicitation of proxy voting. |
| |
The
Recordkeeper shall not bear any of the expenses for the cost of registration of the
Funds’ shares, preparation of the Funds’ prospectuses and reports, and the
preparation of the other related statements and notices required by law to be prepared by
the Funds. |
| 10. |
Mailing
Fund Communications |
| |
The
Fund or its administrator shall supply the Recordkeeper with Portfolio Communications,
which the Recordkeeper shall furnish or make available, where appropriate and as required
by applicable law, to fiduciaries, Plan Participants and beneficiaries. Such Portfolio
Communications shall include proxy materials and Portfolio prospectuses (“Portfolio
Communications”). |
| |
The
cost of preparing, printing and shipping Portfolio Communications to the Recordkeeper
shall be paid by the Portfolio or its agent. |
| |
The
cost of any distribution of Portfolio Communications to the Plan Participants shall be
paid by either the Recordkeeper, the Plan or the Plan Sponsor, as determined by the
Recordkeeper’s agreement with the Plan, and shall not be the responsibility of the
Portfolio, its agent or the Adviser. |
| |
(a) |
The
Recordkeeper shall indemnify and hold harmless the Fund, each Fund, and each
of their affiliates, directors, officers, employees and agents and each
person who controls them within the meaning of the Securities Act of 1933,
as amended, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable attorneys’ fees) they
incur (“Losses”) insofar as such Losses arise out of or are
based upon (1) the provision of Services by the Recordkeeper or by any
third party with whom the Recordkeeper contracts to provide the Services,
(2) the Recordkeeper’s negligence, willful misconduct or violation of
any applicable law in the performance of its duties and obligations under
this Agreement, (3) any material breach by the Recordkeeper of any
provision of this Agreement, and (4) any material breach by the
Recordkeeper of a representation, warranty or covenant made by it in this
Agreement. This indemnity agreement is in addition to any other liability
that the Recordkeeper may otherwise have. |
5
| |
(b) |
The
Fund shall indemnify and hold harmless the Recordkeeper, its affiliates and
each of their respective directors, officers, employees and agents and
each person who controls it within the meaning of the Securities Act of
1933, as amended, from and against any and all Losses insofar as such
Losses arise out of or are based upon (1) the Fund’s negligence,
willful misconduct or violation of applicable law in the performance of
its duties and obligations under this Agreement, (2) any material breach
by the Fund of any provision of this Agreement, and (3) any material
breach by the Fund of a representation, warranty or covenant made by it in
this Agreement. This indemnity agreement is in addition to any other
liability that the Fund may otherwise have. |
| |
(c) |
Promptly
after receipt by a party entitled to indemnification under this section
(an “Indemnified Party”) of notice of the commencement of an
investigation, action, claim or proceeding, such Indemnified Party will,
if a claim in respect thereof is to be made against the indemnifying party
under this section, notify the indemnifying party of the commencement
therefore, but the omission to notify the indemnifying party will not
relieve it from any liability which it may have to any Indemnified Party
otherwise. In case any such action is brought against any Indemnified
Party, and it notified the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, assume the defense hereof, with counsel
satisfactory to such Indemnified Party. After notice from the indemnifying
party of its intention to assume the defense of an action, the Indemnified
Party shall bear the expenses of any additional counsel obtained by it,
and the indemnifying party shall not be liable to such Indemnified Party
under this section for any legal or other expenses subsequently incurred
by such Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation. The Indemnified Party may not
settle any action without the written consent of the indemnifying party.
The indemnifying party may not settle any action without the written
consent of the Indemnified Party unless such settlement completely and
finally releases the Indemnified Party from any and all liability. Consent
from either party under this section shall not be unreasonably withheld. |
| |
In
consideration for the services to be provided, the Recordkeeper will be entitled to
receive from the Adviser fees as set forth in Schedule D attached hereto. The parties
agree that the fees are solely for shareholder servicing and other administrative services
provided by the Recordkeeper, its affiliates and third parties with whom it contracts and
do not constitute payment in any manner for investment advisory or distribution services. |
6
| 13. |
Representations
and Warranties |
| |
(a) |
The
Fund hereby represents and warrants that: |
| |
(1) |
It
has full power and authority under applicable law, and has taken all action
necessary, to enter into and perform this Agreement and the person executing
this Agreement on its behalf is duly authorized and empowered to
execute and deliver this Agreement; |
| |
(2) |
This
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms; |
| |
(3) |
No
consent or authorization of, filing with, or other act by or in respect of
any governmental authority is required in connection with the
execution, delivery, performance, validity or enforceability of this
Agreement; and |
| |
(4) |
The
execution, performance and delivery of this Agreement by the Fund will not
result in it violating any applicable law or breaching or otherwise
impairing any of its contractual obligations. |
| |
(b) |
The
Recordkeeper hereby represents and warrants that: |
| |
(1) |
It
has full power and authority under applicable law, and hastaken all
action necessary, to enter into and perform this Agreement and the
person executing this Agreement on its behalf is duly authorized and
empowered to execute and deliver this Agreement; |
| |
(2) |
This
Agreement constitutes its legal, valid and binding obligation and is
enforceable against it in accordance with its terms; |
| |
(3) |
No
consent or authorization of, filing with, or other act by or in respect of
any governmental authority, is required in connection with the
execution, delivery, performance, and validity of enforceability of
this Agreement; |
| |
(4) |
The
execution, performance and delivery of this Agreement by the Recordkeeper
will not result in it violating any applicable law or breaching or
otherwise impairing any of its contractual obligations; |
| |
(5) |
Its
internal control structure over the processing and transmission of Trading
Instructions (as defined in Schedule C attached hereto) is suitably
designed to (i) detect on a timely basis Trading Instructions
received after Close of Trading (as defined in Schedule C attached
hereto) and prevent such Trading Instructions from being aggregated
with Trading Instructions received before Close of Trading and (ii)
minimize errors that could result in late transmission of Trading
Instructions to the Funds; |
7
| |
(6) |
It
is not required to be registered as a transfer agent under the 1934 Act, for
any reason, including as a result of entering into and performing the
Services set forth in this Agreement; |
| |
(7) |
It
will not exercise discretionary control, authority, or management on
behalf of any Plan as such terms are referenced in the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”),
or the Internal Revenue Code of 1986, as amended (the “Code”); |
| |
(8) |
Its
receipt of the fees described in Section 11 hereof and its provision of the
Services to the Plans under this Agreement will not constitute a
non-exempt “prohibited transaction” as such term is defined
in Section 406 of ERISA and Section 4975 of the Code; and |
| |
(9) |
It
is not required to be registered as a broker-dealer under the 1934 Act, or
any applicable state securities laws, for any reason, including as a
result of entering into and performing the Services set forth in this
Agreement. |
| |
(a) |
Either
the Fund or the Recordkeeper may terminate this Agreement at any time by
providing 60 days written notice to the other parties. |
| |
(b) |
Notwithstanding
the foregoing, this Agreement may be terminated by the Fund or the
Recordkeeper (1) at any by time giving 60 days written notice to the other
parties in the event of a material breach of this Agreement by another
party that is not cured during such 30-day period, and (2) at any time by
giving written notice to the other parties, (A) upon institution of formal
proceedings relating to the legality of the terms and conditions of this
Agreement by the National Association of Securities Dealers, Inc., the
Securities and Exchange Commission, the Office of Comptroller of the
Currency or any other regulatory body provided that the terminating party
has a reasonable belief that the institution of formal proceedings is with
foundation and will have a material adverse impact on the terminating
party, (B) upon assignment of the Agreement in contravention of the terms
hereof, and (C) as is required by law, order, orinstruction
by a court of competent jurisdiction or a regulatory body or a
self-regulatory organization with jurisdiction over the terminating party. |
| |
(c) |
The
obligation to continue to pay the fees specified in Section 12 shall survive
the termination of this Agreement, provided that the Recordkeeper
continues to provide Services to the Plans with respect to those assets
invested in the Funds and provided that this Agreement has not been
terminated because of an event described in Section 14(b). |
8
| 15. |
Anti-Money
Laundering |
| |
The
Recordkeeper acknowledges that, with respect to the Participants, it is responsible for
complying with any applicable anti-money laundering laws, rules, regulations, and other
requirements and agrees as follows: |
| |
(a) |
If
and for so long as the Recordkeeper is an entity subject to the requirements
of the USA PATRIOT Act of 2001, it represents and warrants that it will
comply with all applicable laws and regulations related thereto, as well
as all applicable regulations of the offices and bureaus of the U.S.
Treasury Department, including the Office of Foreign Assets Control (“OFAC”)
and the Financial Crimes Enforcement Network (“FinCEN”). The
Recordkeeper further agrees to promptly notify the Fund of any suspicious
activity relating to transactions involving shares of the Funds. In
addition, the Recordkeeper agrees to fully cooperate with requests from
government regulators and the Fund for information relating to
transactions involving shares of the Fund. |
| |
(b) |
If
and for so long as the Recordkeeper is not an entity subject to the
requirements of the USA PATRIOT Act of 2001, it agrees to take all
reasonable steps to (1) determine (i) the identity of the Participants,
(ii) the source of the Participants’ funds, and (iii) whether the
Participants are involved in money laundering activities, (2) monitor the
Participants’ transactions in order to detect attempted or actual
money laundering activities involving shares of the Funds, and (3) comply
with all applicable laws and regulations, including, but not limited to,
all applicable regulations of OFAC and FinCEN. The Recordkeeper further
agrees to promptly notify the Fund of any suspicious activity relating to
transactions involving shares of the Funds. In addition, the Recordkeeper
agrees to fully cooperate with requests from government regulators and the
Fund for information relating to transactions involving shares of the
Funds. |
| |
(c) |
The
Recordkeeper will promptly notify the Fund if it ceases to be, or becomes,
an entity subject to the requirements of the USA PATRIOT Act of 2001. |
| |
(a) |
Each
party hereto shall comply with all laws, rules and regulations applicable
to it by virtue of entering into and performing the obligations under this
Agreement. |
| |
(b) |
Each
party hereto is entitled to rely on any written records or instructions
provided to it by the other party. |
| |
This
Agreement shall be governed by and interpreted in accordance with the laws of the State of
Maryland without giving effect to the conflict-of-law provisions thereof. The parties may,
as agreed upon, pursue binding arbitration in a neutral location. |
9
| |
No
modification of any provision of this Agreement will be binding unless in writing and
executed by the party to be bound thereby. No waiver of any provision of this Agreement
will be binding unless in writing and executed by the party granting such waiver. Any
valid waiver of a provision set forth herein shall not constitute a waiver of any other
provision of this Agreement. In addition, any such waiver shall constitute a present
waiver of such provision and shall not constitute a permanent future waiver of such
provision. |
| |
This
Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns; provided, however, that neither this Agreement nor any
rights, privileges, duties or obligations of the parties may be assigned by either party
without the prior written consent of the other party or as expressly contemplated by this
Agreement. |
| |
This
Agreement contains the full and complete understanding between the parties with respect to
the transactions covered and contemplated hereunder, and supersedes all prior agreements
or understandings between the parties relating to the subject matter hereof, whether oral
or written, express or implied. |
| 21. |
Relationship
of Parties; No Joint Venture |
| |
Except
for the limited purpose provided in Section 4, it is understood and agreed that all
Services performed hereunder by the Recordkeeper, its affiliates and third parties with
whom it contracts shall be as independent contractors and not as employees or agents of
the Fund or the Funds, and neither of the parties shall hold itself out as an agent
of the other party with the authority to bind such party. Neither the execution nor
performance of this Agreement shall be deemed to create a partnership or joint venture by
and between the parties hereto. |
| |
The
section headings in this Agreement are for reference and convenience only and will not be
construed to limit or otherwise affect the meaning of this Agreement. |
| 23. |
Representations
With Respect to the Funds |
| |
The
Recordkeeper and its agents shall not make representations concerning a Fund or its shares
except those contained in the then-current prospectus of such Fund or in current sales
materials furnished or approved in advance by the Fund’s distributor. |
10
| |
Each
party acknowledges and understands that any and all technical, trade secrets, or business
information of the other party including, without limitation, financial information,
business or marketing strategies or plans, product development or customer information,
which is disclosed to it by the other party or is otherwise obtained by such party, its
affiliates, agents or representatives during the term of this Agreement (“Proprietary
Information”) constitutes trade secrets of the other party. Each party agrees to use
its best efforts to safeguard Proprietary Information and to prevent the unauthorized,
negligent or inadvertent use or disclosure thereof. Neither party shall, without the prior
written approval of any officer of the other, directly or indirectly, disclose the
Proprietary Information of the other party to any person or business entity except for a
limited number of employees, attorneys, accountants, and other advisors of such party on a
need-to-know basis or as may be required by law or regulation. Each party shall promptly
notify the other in writing of any unauthorized, negligent or inadvertent use or
disclosure of Proprietary Information by or on behalf of such party. Each party shall be
liable under this Agreement to the other for any use or disclosure in violation of this
Agreement by its employees, attorneys, accountants, or other advisors or agents. This
section will continue in full force and effect notwithstanding the termination of this
Agreement. |
| |
All
notices hereunder shall be in writing and shall be deemed to have been duly given upon
receipt after delivery in person, by facsimile, by registered or certified mail, or by
overnight delivery to the addresses set forth below or such other address as the Fund or
the Recordkeeper may specify by written notice to the other party. |
| |
JohnsonFamily
Funds, Inc.
c/o SEI Investments Global Funds Services
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX
00000
Attention: General Counsel |
| |
Xxxxx
Fargo Bank N.A/ Institutional Trust Services
MAC A0101-021
000 Xxxxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx |
11
| |
With
copies to: |
Xxxxx Fargo Bank, N.A./Trust Operations
MAC N9306-080
000 Xxxxxxxxx Xxx X, 0xx
Xxxxx Xxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxx |
| |
Xxxxx
Fargo Bank, N.A./Retirement Plan Services
MAC N9113-030
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx |
| |
All
expenses incident to the performance by each party of its respective duties under this
Agreement shall be paid by that party, except as specified otherwise in this Agreement. |
| |
The
provisions of Sections 11, 12, and 24 shall survive termination of this Agreement, subject
to the conditions set forth in Section 13(c). |
| |
Each
of the parties acknowledges and agrees that this Agreement and the arrangements described
herein are intended to be non-exclusive and that each of the parties is free to enter into
similar agreements and arrangements with other entities. |
| |
This
Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same Agreement. |
12
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.
JOHNSONFAMILY FUNDS, INC.
| By: |
/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President and Chief Compliance Officer |
XXXXX FARGO BANK, N.A.
on behalf of
itself and its affiliates
| By: |
/s/ Xxxx Xxxxxxx
Name:
Xxxx Xxxxxxx
Title: Vice President |
XXXXXXX ASSET MANAGEMENT, INC.
(solely with respect to Section 12)
| By: |
/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive Officer |
13
SCHEDULE A
LIST OF FUNDS
This Schedule A may be updated
periodically by letter agreement between the parties hereto.
|
| Fund |
Ticker |
CUSIP |
|
| JohnsonFamily International Value Fund |
JFIEX |
479094302 |
|
| JohnsonFamily Intermediate Fixed Income Fund |
JFIFX |
479094401 |
|
| JohnsonFamily Large Cap Value Fund |
JFLCX |
479094104 |
|
| JohnsonFamily Small Cap Value Fund |
JFSCX |
479094203 |
|
14
SCHEDULE B
SERVICES
The
Recordkeeper shall, to the extent required by each Plan or applicable law, perform, or
have third parties with whom it contracts perform, the following Services:
| 1. |
The
Recordkeeper shallmaintain separate records for each Plan,
which records shall reflect Fund shares (“Shares”) purchased and
redeemed, including the date and price for all transactions and Share balances. |
| 2. |
The
Recordkeeper shall disburse to the Plans and maintain records of al1 proceeds
of redemption of Shares and all other distributions not reinvested in Shares. |
| 3. |
The
Recordkeeper shall prepare and deliver to the Plans and Participants periodic
account statements showing, among other things, the total number of Shares
owned by the Plan as of the statement closing date, purchases and redemptions
of Shares by the Plan during the period covered by the statement, the net
asset value of the Funds as of a recent date, and the dividends and other
distributions paid to the Plan during the statement period (whether paid in
cash or reinvested in Shares) and individualized data for Participants. |
| 4. |
The
Recordkeeper, if required by law, shall be responsible for delivering Fund
Communications (defined in Section 10 of the Agreement) to Plan Representatives
for subsequent distribution to Participants. If the Recordkeeper agrees to mail
Fund Communications to Plan Representatives, then the Fund agrees to provide
sufficient quantities of Fund Communications to the Recordkeeper or its
designated appointee. |
| 5. |
Acting
through the Fund, the Recordkeeper shall transmit to the Funds purchase
orders and redemption requests placed by Plans and arrange for the transmission
of funds to and from the Funds through NSCC. |
| 6. |
As
agreed upon, the Recordkeeper shall deliver to the Fund such periodic
reports as the Fund shall reasonably request to enable a Fund to comply with
applicable federal law. The Recordkeeper may charge the Fund extra if
report requests exceed normal business activity. |
| 7. |
The
Recordkeeper shall deliver confirmations of exchanges to each Participant. |
| 8. |
The
Recordkeeper shall maintain account information for the Plans. |
| 9. |
The
Recordkeeper shall respond to Participants’ inquiries regarding, among
other things, account balances and applicable Share information. |
| 10. |
The
Recordkeeper shall be responsible for managing the relationship between it and
third party service providers in connection with this Agreement. |
15
SCHEDULE C
PROCEDURES
On
each day the New York Stock Exchange (the “Exchange”) is open for business (a
“Business Day”), the Recordkeeper or its agents may receive trade instructions
from the Plan and/or Plan Representatives for each Plan for the purchase and redemption of
shares of the Funds (“Trade Instructions”). Trade Instructions received in good
order and accepted by the Recordkeeper or its agents prior to the close of regular trading
on the Exchange (the “Close of Trading”) on any given Business Day and
transmitted to the Fund by (i) 10:00 a.m. ET on next Business Day, if manual, and (ii)
6:00 a.m. ET on the next Business Day if automated via the NSCC services, will be executed
by the Fund at the net asset value determined as of the Close of Trading on such Business
Day. Any Trade Instructions received by the Recordkeeper, or its agents, on such day but
after the Close of Trading will be executed by the Fund at the net asset value determined
as of the Close of Trading on the next Business Day following the day of receipt of such
Trade Instructions. The day on which a Trade Instruction is executed by the Fund pursuant
to the provisions set forth above is referred to herein as the “Effective Trade
Date”.
Upon
the timely receipt from the Recordkeeper of the Trade Instructions described in the
paragraph above, the Fund will execute the purchase or redemption transactions (as the
case may be) from the Plan and/or Plan Representatives at the net asset value computed as
of the Close of Trading on the Effective Trade Date. Such purchase and redemption
transactions will settle on the Business Day next following the Effective Trade Date.
Payments for the net purchase and net redemption orders shall be made by wire transfer by
the Recordkeeper (for net purchases) or by the Fund (for net redemptions) to the account
designated by the appropriate receiving party on the Business Day following the Effective
Trade Date. On any Business Day when the Federal Reserve Wire Transfer System is closed,
all communication and processing rules will be suspended for the settlement of Trade
Instructions. Trade Instructions will be settled on the next Business Day on which the
Federal Reserve Wire Transfer System is open and the Effective Trade Date will apply.
In
the event that the Recordkeeper is in receipt of Trade Instructions in good order and is
unable to transmit the Trade Instructions to the Fund by the above referenced deadlines,
the Fund will accept the trades after such deadlines and before 9:00 a.m. ET on the day
following the Effective Trade Date. The Recordkeeper will furnish the Fund with an
estimate of the net purchase or net redemption activity no later than 9:00 a.m. ET on the
day following the Effective Trade Date. Payments for the purchases and redemptions shall
be made by wire transfer on the day following the Effective Trade Date.
16
SCHEDULE D
FEES
The
Funds shall pay the Recordkeeper an administrative fee of 25 basis points (.25%) and
Adviser shall pay the Recordkeeper an administrative fee equal to 15 basis points ( .15%)
of the quarterly three-month, month-end average balance aggregate amount invested per Fund
on behalf of Participants. The Recordkeeper shall notify the Funds and Adviser in
writing of the amount due and payable hereunder at the end of each quarter and will
invoice the Funds and Adviser 30 days thereafter for the previous quarter. The
Recordkeeper agrees to provide the Funds and Adviser with appropriate supporting
documentation to demonstrate how the Recordkeeper calculated the fee payment amount. The
Funds and Adviser reserves the right to dispute the amount of the fee payment if the Funds
or Adviser discovers a discrepancy in the calculation. In addition, the Funds and Adviser
agree to pay any shortfall amount to Recordkeeper if a fee payment was underpaid due to a
discrepancy in the calculation.
Fee payments shall be sent to:
| |
Xxxxx
Fargo Bank
ATTN: NPF Coordinator
Xxxxx Fargo Center
6th & Marquette
X.X.
Xxx 0000
Xxxxxxxxxxx, XX 00000-0000 |
17
