Exhibit 9/99.B9A
SHAREHOLDER SERVICING AGENT AGREEMENT
THIS AGREEMENT, made and entered into on this 1st day of November , 1988,
by and between Xxxxxxxx Fund, Inc. (hereinafter referred to as the "Fund") and
FIRST WISCONSIN TRUST COMPANY, a corporation organized under the laws of the
State of Wisconsin, (hereinafter referred to as "Agent").
WITNESSETH:
WHEREAS, the Fund 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, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers.
NOW, THEREFORE, the Fund and the Agent do mutually promise and agree as
follows:
1. EMPLOYMENT. The Fund hereby employs Agent to act as Shareholder
Servicing Agent for the Fund. 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 Fund to receive
all cash which may from time to time be delivered to it by or for the account of
the Fund; to issue confirmations and/or certificates for shares of capital stock
of the Fund upon receipt of payment; to redeem or repurchase on behalf of the
Fund shares of capital stock of the Fund upon receipt of certificates properly
endorsed or properly executed written requests as described in the Prospectus of
the Fund and to act as dividend disbursing agent for the Fund.
3. DUTIES OF THE AGENT. Agent hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial an subsequent in accordance with
conditions set forth in the Fund's prospectus as mutually agreed
by the Fund 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 funds, (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 Fund.
K. Reports to the Fund:
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 Fund shares with Agent's
records and the Fund office records.
M. Mail and tabulate proxies for one Meeting of Shareholders,
including preparation of certified shareholder list and daily
report to Fund 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.
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R. Furnish shareholder date information for a current calendar year
in connection with XXX and Xxxxx Plans in a format suitable for
mailing to shareholders.
4. REFERRALS TO FUND. Agent hereby agrees to refer to the Fund 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 funds.
D. Requests for historical fund prices.
E. Requests for information about the value and timing of dividend
payments.
F. Questions regarding correspondence from the Fund and newspaper
articles.
G. Any requests for information from non-shareholders.
H. Any other types of shareholder requests as the fund may request
from Agent in writing.
5. COMPENSATION OF AGENT. Agent shall be compensated for its services
hereunder as may from time to time be agreed upon in writing between the two
parties. The Fund 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 Fund, shall be completed by Agent and invoiced to the fund
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 Fund, 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 Fund with or in any way affecting Agent shall be deemed
binding unless made in writing and signed on behalf of the Fund
by an officer or officers of the Fund who have been duly
authorized to so act on behalf of the Fund by its Board of
Directors.
B. Directors, officers, agents and shareholders of the Fund are or
may at any time or times be interested in Agent as officers,
directors, agents, shareholders, or otherwise. Correspondingly,
directors, officers,
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agents and shareholders of Agent are or may at any time or
times be interested in the Fund as directors, officers,
agents, shareholders or otherwise. Agent shall, if it so
elects, also have the right to be a shareholder of the Fund.
C. The services of Agent to the Fund 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 Fund 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 Fund.
7. EFFECTIVE DATE. This Agreement shall become effective November 1,
1988.
8. 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 Fund or Agent upon ninety (90) days written notice to the other
party.
9. AMENDMENT. This Agreement may be amended by mutual written consent of
the parties. If, at any time during the existence of this Agreement, the Fund
deems it necessary or advisable in the best interests of Fund 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, Fund may terminate this Agreement forthwith.
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10. 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.
XXXXXXXX FUND, INC. FIRST WISCONSIN TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxx
President
Attest: /s/ Xxxxxxx X. Xxxxxxxx Attest: /s/ Xxxxxx Xxxxxxx
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Xxxxx X. Xxxxxxxx Assistant Secretary
Secretary
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FIRST WISCONSIN TRUST COMPANY
TRANSFER AGENT & SHAREHOLDER SERVICING
FEE SCHEDULE
XXXXXXXX FUND
$ 10.00 per shareholder account on the first 20,000 accounts.
$ 9.50 per shareholder account on the next 40,000 accounts.
$ 9.00 per shareholder account on the next 40,000 accounts.
$ 8.50 per shareholder account on the balance.
A monthly minimum fee of $600.00 will be applied through June 1989.
A monthly minimum fee of $1,000.00 will be applied from July through December
1989.
Plus out of pocket expenses including but not limited to:
- Telephone
- Postage
- Programming
- Retention of Records
- Stationary/ Envelopes
- Mailing
- Insurance
- Assistance in Handling Proxies
- Microfilm/Fiche of Records
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