TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this _____ day of
_______, 2000, by and among Xxxxxx X. Xxxxx & Co. Incorporated, a Wisconsin
corporation (the "Advisor"), the Baird Funds, Inc., a Wisconsin corporation
(the "Company"), and Firstar Mutual Fund Services, LLC, a Wisconsin limited
liability company ("FMFS").
WHEREAS, the Advisor is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and serves as
the investment manager of open-end investment management companies registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company is an open-end management investment company that
is registered under the 1940 Act;
WHEREAS, FMFS is in the business of providing, among other things,
transfer agent and dividend disbursing agent services to investment companies;
and
WHEREAS, the Advisor and the Company each desire to retain FMFS to
provide transfer agent services to each of the portfolios of the Company (each a
"Fund") and each additional series of the Company listed on Exhibit A attached
hereto, as it may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Advisor, the Company and FMFS agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Advisor and the Company hereby appoint FMFS as Transfer Agent of the
Company on the terms and conditions set forth in this Agreement, and FMFS hereby
accepts such appointment and agrees to perform the services and duties set forth
in this Agreement in consideration of the compensation provided for herein.
2. DUTIES AND RESPONSIBILITIES OF FMFS
FMFS shall perform all of the customary services of a transfer agent and
dividend disbursing agent, 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 orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where appropriate, of
payment and supporting documentation to the Company's custodian, and issue the
appropriate number of uncertificated shares with such uncertificated shares
being held in the Company's appropriate shareholder account;
C. Arrange for issuance of the Company's shares ("Shares") obtained through
transfers of funds from the Company's shareholders' ("Shareholders") accounts at
financial institutions and arrange for the exchange of Shares for shares of
other eligible investment companies, when permitted by the Company's current
prospectus.
D. Process redemption requests received in good order and, where relevant,
deliver appropriate documentation to the Company's custodian;
E. Pay monies upon receipt from the Company'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.
H. Prepare and transmit payments for dividends and distributions declared
by the Company 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 (i.e., systematic withdrawal, automatic investment,
dividend reinvestment, etc.);
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 Form 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 Company;
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 Company, all as
required by applicable federal tax laws and regulations;
P. Provide a Blue Sky System that will enable the Company to monitor the
total number of shares of each Fund sold in each state. In addition, the
Company or its agent, including FMFS, shall identify to FMFS in writing those
transactions and assets to be treated as exempt from the Blue Sky reporting for
each state. The responsibility of FMFS for the Company's Blue Sky state
registration status is solely limited to the initial compliance by the Company
and the reporting of such transactions to the Company or its agent;
Q. Answer telephone calls and correspondence from Shareholders, securities
brokers and others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed upon between FMFS,
the Company and the Advisor and maintain records of such calls and
correspondence;
R. Reimburse each Fund each month for all material losses resulting from
"as of" processing errors for which FMFS is responsible in accordance with the
"as of" processing guidelines set forth in the attached Exhibit B.
S. Prepare such reports as may be reasonably requested from time to time by
the Company or its Board of Directors relating to fees paid out under the
Company's Rule 12b-1 Plan.
3. COMPENSATION
FMFS shall be compensated for providing the services set forth in this
Agreement in accordance with the Fee Schedule attached hereto as Exhibit A and
as mutually agreed upon and amended from time to time. For the Fund(s) set forth
below the Advisor's and the Company's respective names on Exhibit A, the Advisor
and the Company agree to pay their respective fees and reimbursable expenses
within ten (10) business days following receipt of the billing notice for the
appropriate Fund(s).
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants that:
A. It is a limited liability company 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 Articles of
Organization and operating agreement to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize it to
enter into 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 (the "Securities Act"), the Exchange Act, the 1940 Act, and any
laws, rules, and regulations of governmental authorities having jurisdiction.
5. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants that:
A. It is an open-end investment company under the 1940 Act;
B. It is a corporation organized, existing, and in good standing under the
laws of Wisconsin;
C. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
D. All necessary proceedings required by the Company's Articles of
Incorporation have been taken to authorize the Company to enter into and perform
this Agreement;
E. It 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
Company being offered for sale.
6. REPRESENTATIONS OF THE ADVISOR
The Advisor represents and warrants that:
A. It is a registered investment advisor under the Advisers Act, and serves
as the investment manager of open-end investment management companies registered
under the 1940 Act;
B. It is a corporation organized, existing, and in good standing under the
laws of Wisconsin;
C. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
D. All necessary proceedings required by the Advisor's Articles of
Incorporation have been taken to authorize it to enter into and perform this
Agreement;
E. It 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.
7. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
FMFS shall exercise reasonable care in the performance of its duties
under this Agreement. FMFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company or Advisor in connection
with matters to which this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies beyond
FMFS's control, except a loss arising out of or relating to FMFS'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
FMFS has exercised reasonable care in the performance of its duties under this
Agreement, the Company and/or Advisor shall indemnify and hold harmless FMFS
from and against any and all claims, demands, losses, expenses, and liabilities
(whether with or without basis in fact or law) of any and every nature
(including reasonable attorneys' fees) which FMFS may sustain or incur or which
may be asserted against FMFS 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 FMFS'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 FMFS by any duly authorized officer of the Company or the Advisor,
such duly authorized officer to be included in a list of authorized officers
furnished to FMFS, as amended from time to time, in writing by resolution of the
Board of Directors of the Company and the Advisor, respectively.
FMFS shall indemnify and hold the Company and the Advisor harmless from
and against any and all claims, demands, losses, expenses, and liabilities
(whether with or without basis in fact or law) of any and every nature
(including reasonable attorneys' fees) that the Company or Advisor may sustain
or incur or that may be asserted against the Company or Advisor by any person
arising out of any action taken or omitted to be taken by FMFS as a result of
FMFS'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, FMFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption continues
beyond FMFS's control. FMFS 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 FMFS. FMFS 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 Company and the Advisor shall be
entitled to inspect FMFS's premises and operating facilities at any time during
regular business hours of FMFS, upon reasonable notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess and
correct administrative errors at its own expense.
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(s) 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(s) will use all reasonable care
to notify the indemnitor promptly concerning any situation which presents or
appears likely to present the probability of a claim for indemnification. The
indemnitor shall have the option to defend the indemnitee(s) 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(s) and thereupon the
indemnitor shall take over complete defense of the claim, and the indemnitee(s)
shall in such situation initiate no further legal or other expenses for which it
shall seek indemnification under this section. The indemnitee(s) 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(s) except with the
indemnitor's prior written consent.
8. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the Advisor
and the Company, all records and other information relative to the Advisor and
the Company, respectively, 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
Advisor or the Company, respectively, which approval shall not be unreasonably
withheld and may not be withheld where FMFS 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 Advisor
or the Company, respectively.
9. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of two years. After the initial two-year term,
unless sooner terminated as provided herein, this Agreement shall continue
automatically in effect for successive annual periods. This Agreement may be
terminated by any party hereto upon giving ninety (90) days prior written notice
to the other parties or such shorter period as is mutually agreed upon by the
parties. However, this Agreement may be replaced or modified by a subsequent
agreement between the parties.
10. RECORDS
FMFS 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 as required by the Exchange Act, to the extent required by Section 31 of the
1940 Act, and the rules thereunder. FMFS and the Advisor agree that all such
records prepared or maintained by FMFS relating to the services to be performed
by FMFS hereunder are the property of the Company and will be preserved,
maintained, and made available with such section and rules of the 1940 Act and
will be promptly surrendered to the Company on and in accordance with its
request.
11. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation promulgated by the Securities and Exchange Commission
thereunder.
12. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any
of FMFS's duties or responsibilities hereunder is designated by the Company and
the Advisor by written notice to FMFS, FMFS will promptly, upon such termination
and at the expense of the Company and the Advisor, transfer to such successor
all relevant books, records, correspondence, and other data established or
maintained by FMFS under this Agreement in a form reasonably acceptable to the
Company and the Advisor (if such form differs from the form in which FMFS has
maintained such information, the Company and the Advisor 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 FMFS's personnel in the establishment of books, records, and other data by
such successor.
13. NOTICES
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given upon receipt at the following
addresses:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Advisor shall be sent to:
Xxxxxx X. Xxxxx & Co. Incorporated
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx
and notice to the Company shall be sent to:
Baird Funds, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
XXXXXX X. XXXXX & CO. INCORPORATED FIRSTAR MUTUAL FUND SERVICES, LLC
By: ______________________________ By: ________________________________
Title: _____________________________ Title: _____________________________
BAIRD FUNDS, INC.
By: ______________________________
Title: _____________________________
