SHAREHOLDER SERVICING AGENT AGREEMENT
THIS AGREEMENT, made and entered into on this 4th day of April, 1989, by
and between Lepercq-Istel Trust (hereinafter referred to as the "Trust") and
FIRST WISCONSIN TRUST COMPANY, a corporation organized under the laws of the
State of Wisconsin, (hereinafter referred to as "Agent").
WITNESSETH:
WHEREAS, the Trust 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 is a registered transfer agent
under the Securities and Exchange Act of 1934, and as such is in the business of
administering transfer and dividend disbursing agent functions for the benefit
of its customers.
NOW, THEREFORE, the Trust and the Agent do mutually promise and agree as
follows:
1. Employment. The Trust hereby employs Agent to act as Shareholder
Servicing Agent for the Trust. 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 Trust to receive
all cash which may from time to time be delivered to it by or for the account of
the Trust; to issue confirmations and/or certificates for shares of capital
stock of the Trust upon receipt of payment; to redeem or repurchase on behalf of
the Trust shares of capital stock of the Trust upon receipt of certificates
properly endorsed or properly executed written requests as described in the
Prospectus of the Trust and to act as dividend disbursing agent for the Trust.
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 Trust's prospectus as mutually agreed by
the Trust 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 trusts, (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 the Trust.
K. Reports to the Trust:
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 Trust shares with Agent's
records and the Trust office records.
M. Mail and tabulate proxies for one Annual Meeting of Shareholders,
including preparation of certified shareholder list and daily report
to Trust management, if required.
N. 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.
O. Provide readily obtainable data which may from time to time be
requested for audit purposes.
P. Replace lost or destroyed checks.
Q. Continuously maintain all records for active and closed accounts.
R. 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 Trust. Agent hereby agrees to refer to the Trust 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 trusts.
D. Requests for historical trust prices.
E. Requests for information about the value and timing of dividend
payments.
F. Questions regarding correspondence from the Trust and newspaper
articles.
G. Any requests for information from non-shareholders.
H. Any other types of shareholder requests as the Trust 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. (See attached Schedules A & B.) The Trust 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 Trust, shall be completed by Agent and
invoiced to the Trust 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 Trust, 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 Trust with or in any way affecting Agent shall be deemed binding
unless made in writing and signed on behalf of the Trust by an
officer or officers of the Trust who have been duly authorized to so
act on behalf of the Trust by its Board of Trustees.
B. Trustees, officers, agents and shareholders of the Trust 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 Trust as trustees, officers, agents,
shareholders or otherwise. Agent shall, if it so elects, also have
the right to be a shareholder of the Trust.
C. The services of Agent to the Trust 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 Trust 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 Trust.
7. 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 Trust or Agent upon ninety (90) days written notice to the other
party.
8. Amendment. This Agreement may be amended by mutual written consent of
the parties. If, at any time during the existence of this Agreement, the Trust
deems it necessary or advisable in the best interests of Trust 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, Trust may terminate this Agreement forthwith.
9. 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.
LEPERCQ-ISTEL TRUST FIRST WISCONSIN TRUST COMPANY
By: By:
Attest: Attest:
Assistant Secretary
4
SCHEDULE A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
NO-LOAD FUNDS
ANNUAL FEE SCHEDULE
Features
- Quarterly Dividends
- Telephone Exchange
- Telephone Redemption
Annual Fee Schedule
$10.00 per Shareholder Account on the first 10,000 accounts
$ 9.50 per Shareholder Account on the first 10,000 accounts
$ 9.00 per Shareholder Account on the first 40,000 accounts
$ 8.50 per Shareholder Account on the first 40,000 accounts
$ 8.00 per Shareholder Account on the balance
Minimum annual fee of $24,000
- $7.50 per Federal Wire Transfer
- $5.00 per Exchange
- $2.00 per Shareholder Account for daily accrual and/or monthly
dividends
Fees are billed monthly
Plus Out-of-Pocket Expenses including, but not limited to:
- Telephone
- Postage
- Programming
- Retention of Records
- Stationery/Envelopes
- Mailing
- Insurance
- Proxies
- Microfilm/Fiche of Records
- Special Reports
- All Other Out-of-Pocket Expenses
SCHEDULE B
March 16, 1989
Xxxxxx XxXxxxxx
Xxxxxxx-Xxxxx Trust
000 Xxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xxxxxx:
As a follow-up to our conversation, I wanted to confirm with you that First
Wisconsin Trust Company is willing to maintain their fees as originally quoted
for two years (through 6/30/91). The one caveat that does apply, however, is
that if Mellon were to increase their fees to us during that period, we would
when pass along that increase to you.
It is our intention, Xxxxxx, to earn more of your business once we establish a
long term working relationship. Therefore, we do not intend to jeopardize that
relationship by introducing major pricing fluctuations.
Let me know if you decide to "start the ball rolling" before your board meeting.
I am looking forward to hearing from you.
Sincerely,
Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
DGS:aa
cc: X. Xxxxx
X. Xxxx
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Addendum to Firstar Servicing Agreements
This Addendum to the Fund Administration, Fund Accounting and Fulfillment
Servicing Agreements dated October 1, 1995 and to the Shareholder Servicing
Agent Agreement dated April 4, 1989, is entered into by and between Firstar
Mutual Fund Services, LLC and the Lepercq-Istel Trust on this 28th day of
October, 1998.
WHEREAS, the mutual funds servicing division of Firstar Trust Company became a
limited liability company and separate subsidiary of Firstar Bank, Milwaukee on
September 30, 1998; and
WHEREAS, the entity known as Firstar Trust Company ceased operations on
September 30, 1998; NOW,
THEREFORE, Firstar Mutual Fund Services, LLC will be the successor responsible
party to each of the Agreements referenced above and will assume all
responsibility for any acts or omissions during the time Firstar Trust Company
was the named service provider under these same Agreements.
Firstar Mutual Fund Services, LLC Lepercq-Istel Trust
BY:_________________________ BY:________________________
ATTEST:_____________________ ATTEST:____________________
