Exhibit (h)(1)
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TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 30th day of June,
2004, by and between XXXXXX XXXX GLOBAL EQUITY FUND, INC., a Maryland
corporation (the "Company") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin
limited liability company ("USBFS").
WHEREAS, the Company 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 common stock in separate series, with each
such series representing shares 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 Company desires to retain USBFS to provide transfer and
dividend disbursing agent services to each series of the Company listed on
Exhibit A hereto (as amended from time to time) (each a "Fund", collectively the
"Funds").
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 Company hereby appoints USBFS as transfer agent of the Company 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 Funds, and as relevant, agent in
connection with accumulation, open account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program) (See Exhibit D for Service Level Standards), 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 ("xxx 0000 Xxx") and the Fund's current
prospectus and statement of additional information. USBFS will not
accept the placement, cancellation or modification of any order
after the close of the New York Stock Exchange ("NYSE") unless
otherwise permitted by an emergency exception specifically allowed
and approved by the Securities Exchange Commission. USBFS may accept
the TRANSMISSION of orders after the close of the NYSE provided that
it has in its possession a signed
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servicing agreement that allows for orders to be transmitted after
the close and that order transmission is allowed by SEC rule.
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 appropriate shareholder
account.
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 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
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 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 (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.
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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 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 the Fund sold in each state. In
addition, the Company 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 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 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 Company.
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.
S. Serve as additional anti-money laundering officer for the Company
together with a Company officer.
3. REPRESENTATIONS OF USBFS
USBFS represents and warrants to the Company 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;
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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;
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; and
H. It has and will maintain policies and procedures to detect and
prevent, within its reasonable control, market timing transactions
that contravene the restrictions or prohibitions on market timing as
found in the Fund's then-current prospectus and/or statement of
additional information. At the direction of the Company, USBFS may
implement one or more of the following procedures to detect and
prevent market timing:
(1) impose redemption or exchange fees on shares that are redeemed
within a certain time period after purchase;
(2) restrict exchange privileges;
(3) restrict frequent trading;
(4) delay the payment of the proceeds from the redemption of Fund
shares for up to seven days; or
(5) identify market timers and restrict their trading privileges or
expel them from the Fund.
4. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to USBFS that:
A. The Company is an open-end investment company under the 1940 Act;
B. The Company is a corporation organized, existing, and in good
standing under the laws of Maryland;
C. The Company is empowered under applicable laws and by its Articles
of Incorporation and Bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Articles of Incorporation
have been taken to authorize it to enter into and perform this
Agreement;
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E. The Company 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.
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 Company 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 Company shall notify USBFS in writing within
thirty (30) calendar days following receipt of each invoice if the
Company is disputing any amounts in good faith. The Company 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 Company is disputing in good faith as set
forth above, unpaid invoices shall accrue a finance charge of one and
one-half percent (1 1/2%) per month, after the due date.
Notwithstanding anything to the contrary, amounts owed by the Company
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
Company 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 Company 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,
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(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 Company, 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 Directors of the Company (the "Board of Directors" or
"Directors").
USBFS shall indemnify and hold the Company harmless from and against
any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) that the
Company may sustain or incur or that may be asserted against the
Company 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 Company 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.
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.
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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
Company all records and other information relative to the Company 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 Company, 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 Company.
Further, USBFS will adhere to the privacy policies adopted by the
Company 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 Company's shareholders with any third party unless specifically
directed by the Company or allowed under one of the exceptions noted
under the Act.
8. ANTI-MONEY LAUNDERING PROGRAM
The Company 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 Company has determined that the Procedures, as part of the
Company'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.
Based on this determination, the Company hereby instructs and directs
USBFS and USBFS hereby agrees to implement the Procedures on the
Company'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 Company's anti-money
laundering responsibilities.
USBFS agrees to provide to the Company:
(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 Company or any
shareholder of the Fund;
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(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 Company 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 Company;
(d) Prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c);
and
(e) An annual report of its monitoring and customer identification
activities on behalf of the Company. USBFS shall provide such other
reports on the monitoring and customer identification activities
conducted at the direction of the Company as may be agreed to from
time to time by USBFS and the Company.
The Company 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 Company, as they may request, and (ii)
permit such federal regulators to inspect USBFS's implementation of the
Procedures on behalf of the Company.
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,
provided that this Agreement may be terminated without penalty at any
time by the Company in the event that USBFS does not adhere to its
service level standards. 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.
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 Company by written notice to USBFS, USBFS will promptly, upon such
termination and at the expense of the Company, 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 Company (if such form differs from the
form in which USBFS has maintained, the Company 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.
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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 Company, 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 Company 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 Company 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 Company 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 Company, nothing herein shall be deemed to
relieve USBFS of any of its obligations in such capacity.
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:
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Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Company shall be sent to:
Xxxxxx Xxxx Investment Funds
000 Xxxxxxx Xxxxxx
Xxx Xxxx, 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.
XXXXXX XXXX GLOBAL EQUITY FUND, INC. U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxxxx
-------------------- ------------------
Xxxxxxx X. Xxxxx Xxx X. Xxxxxxx
Title: President Title: President
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EXHIBIT A
TO THE
TRANSFER AGENT SERVICING AGREEMENT
FUND NAMES
XXXXXX XXXX GLOBAL EQUITY FUND, INC.
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EXHIBIT B
TO THE
TRANSFER AGENT SERVICING AGREEMENT
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TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE
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Service Charges to the Fund* Service Charges billed to shareholders
Shareholder Services Per Account Fee: XXX Fees (generally billed to shareholders)
$15.00 /qualified plan acct (Cap at $30.00/SSN)
$14.25 /open account (includes telephone calls)
$2.50 /closed or zero balance account $12.00 /outgoing wires
Subject to a minimum of $12,000/fund
$5,000 per additional class Technology Charges
Fund Setup - included
Activity Charges MFx - Report source - $1,500/year
AML New Account service - $1.00 per new account.
NSCC Service Interface
OUT-OF-POCKET COSTS - - Setup - $1,500/fund family
------------------- - Annual - $1,500/cusip
Telephone toll-free lines, call transfers, etc.
Insurance, records retention, microfilm/fiche
ACH fees Telecommunications and Voice Services
Mailing, postage printing - Service Setup - $1,650 per AT&T transfer
Stationery, envelopes - VRU Setup - $500/fund family
Programming, special reports - VRU Maintenance - $1,200/year/cusip
Proxies, proxy services - $.35 /voice response call
NSCC charges from DTCC
All other out-of-pocket expenses
Development/Programming - $150 /hour
File Transmissions - subject to requirements
Fees are billed monthly Select reports (non-standard) - $300 per select
* Subject to CPI increase, Milwaukee MSA.
Conversion of Records - Included, but we
estimate our total conversion cost to be roughly
$60,000 to move 25,000+ accounts from your
current provider.
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EXHIBIT C
TO THE
TRANSFER AGENT SERVICING AGREEMENT
AS OF PROCESSING POLICY
USBFS will reimburse each 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 a Fund's net asset value
per share by more than 1/2 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 1/2 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.
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EXHIBIT D
TO THE
TRANSFER AGENT SERVICING AGREEMENT
SERVICE LEVEL STANDARDS
TRANSACTION AND ACCOUNT PROCESSING
Financial Transactions 100% on date of receipt
Non-financial Transactions 100% within 2 business days
Transfers 100% within 2 business days
Adjustment Transactions 100% within 2 business days
Error Ratio Less than .2% of financial transactions
Quality Control of Financial Transactions 100% on date of receipt
MAILING OF SHAREHOLDER ITEMS
Shareholder Statements 100% within 2 business days
Certificates 100% within 3 business days
Liquidation Checks 100% within 1 business day
Client Reports - Daily 100% within 1 business day
Client Reports - Month End 100% within 3 business days
Wire Order Confirmations 100% within 1 business day
INVESTOR SERVICES
Services Level Goal 85% answered within 20 seconds
Research Requests 95% within 1 hour, 100% response within 1 business day
CallBacks (Calls received prior 100% same day/100% prior to to/after Noon)
Noon next business day
Fulfillment 100% of requests mailed within 24-hours
CORRESPONDENCE
Respond to Written Requests 100% within 3 business days
Qualified Plan Transfer-In Requests 100% within 2 business days
Qualified Plan Second Requests 100% within 2 business days
DAILY CASH COMMUNICATION Prior to 9:30 A.M. CT
