TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 15th day of April,
2005, by and between KEELEY FUNDS, 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 beneficial interest in separate series,
with each such series representing interests 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" and 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. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are
assumed by or may be asserted against USBFS hereunder.
1. SERVICES AND DUTIES OF USBFS
USBFS shall provide the following transfer agent and dividend disbursing
agent services to the Fund:
A. Receive and process all orders for the purchase, exchange, and/or
redemption of shares in accordance with Rule 22c-1 under the 1940
Act.
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 the 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 prospectus (the "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, after receipt of appropriate documentation from the
shareholder as specified in the Prospectus.
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. Serve as the Fund's agent in connection with accumulation, open
account or similar plans (e.g., periodic investment plans and
periodic withdrawal plans).
J. Make changes to shareholder records, including, but not limited to,
address changes in plans (e.g., systematic withdrawal, automatic
investment, dividend reinvestment).
K. Handle load and multi-class processing, including rights of
accumulation and purchases by letters of intent.
L. 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.
M. Prepare shareholder meeting lists and, as necessary, mail, receive
and tabulate proxies.
N. Mail shareholder reports and Prospectuses to current shareholders.
O. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to dividends
and distributions for all shareholders.
P. 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.
Q. 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.
R. Provide a Blue Sky system that will enable the Company to monitor
the total number of shares of the Fund sold in each state; provided
that the Company, not USBFS, is responsible for ensuring that shares
are not sold in violation of any requirement under the securities
laws or regulations of any state.
S. Answer correspondence from shareholders, securities brokers and
others relating to USBFS's duties hereunder.
T. 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 B hereto.
3. ANTI-MONEY LAUNDERING PROGRAM
The Company acknowledges that it has had an opportunity to review,
consider and comment upon the written procedures provided by USBFS
describing various tools used by USBFS which are designed to promote the
detection and reporting of potential money laundering activity by
monitoring certain aspects of shareholder activity as well as written
procedures for verifying a customer's identity (collectively, the
"Procedures"). Further, 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 provisions of the USA Patriot Act of 2002
and the implementing regulations thereunder.
Based on this determination, the Company hereby instructs and directs
USBFS 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;
(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) Certified annual and quarterly reports of its monitoring and
customer identification activities on behalf of 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.
4. COMPENSATION
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit C
hereto (as amended from time to time). USBFS shall also be compensated for
such out-of-pocket expenses (e.g., telecommunication charges, postage and
delivery charges, and reproduction charges) as are reasonably incurred by
USBFS in performing its duties hereunder. The Company shall pay all such
fees and reimbursable expenses within 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 30
calendar days following receipt of each invoice if the Company is
disputing any amounts in good faith. The Company shall pay such disputed
amounts within 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 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.
5. REPRESENTATIONS AND WARRANTIES
A. The Company hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on
its business as now conducted, to enter into this Agreement
and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by the Company in accordance with all requisite
action and constitutes a valid and legally binding obligation
of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and
remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state
and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there is
no statute, rule, regulation, order or judgment binding on it
and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its
execution or performance of this Agreement; and
(4) A registration statement under the 1940 Act and the Securities
Act of 1933, as amended, will be made effective prior to the
effective date of this Agreement and will remain effective
during the term of this Agreement, and appropriate state
securities law filings will be made prior to the effective
date of this Agreement and will continue to be made during the
term of this Agreement as necessary to enable the Company to
make a continuous public offering of its shares.
B. USBFS hereby represents and warrants to the Company, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on
its business as now conducted, to enter into this Agreement
and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by USBFS in accordance with all requisite action and
constitutes a valid and legally binding obligation of USBFS,
enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and
remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state
and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there is
no statute, rule, regulation, order or judgment binding on it
and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its
execution or performance of this Agreement; and
(4) It is a registered transfer agent under the Exchange Act.
6. STANDARD OF CARE; 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 its duties under this Agreement,
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 its bad faith, negligence, or willful misconduct 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) that USBFS may sustain or incur or that 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 (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, as approved
by the Board of Directors of the Company (the "Board of
Directors"), 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 its bad faith, negligence or willful misconduct in the
performance of its duties under this Agreement. This indemnity
shall be a continuing obligation of the Company, its successors
and assigns, notwithstanding the termination of this Agreement.
As used in this paragraph, the term "USBFS" shall include USBFS's
directors, officers and employees.
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, or from its bad faith,
negligence, or willful misconduct in the performance of its duties
under this Agreement. This indemnity shall be a continuing
obligation of USBFS, its successors and assigns, notwithstanding the
termination of this Agreement. As used in this paragraph, the term
"Company" shall include the Company's directors, officers and
employees.
Neither party to this Agreement shall be liable to the other party
for consequential, special or punitive damages under any provision
of this Agreement.
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. 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. Moreover, USBFS shall provide the
Company, at such times as the Company may reasonably require, copies
of reports rendered by independent accountants on the internal
controls and procedures of USBFS relating to the services provided
by USBFS under this Agreement.
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.
C. The indemnity and defense provisions set forth in this Section 6
shall indefinitely survive the termination and/or assignment of this
Agreement.
D. If USBFS is acting in another capacity for the Company pursuant to a
separate agreement, nothing herein shall be deemed to relieve USBFS
of any of its obligations in such other capacity.
7. DATA NECESSARY TO PERFORM SERVICES
The Company or its agent shall furnish to USBFS the data necessary to
perform the services described herein at such times and in such form as
mutually agreed upon.
8. 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 of the Company (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 (i) 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, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by
the Company. Records and other information which have become known to the
public through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of
USBFS prior to receipt thereof from the Company or its agent, shall not be
subject to this paragraph.
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. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, records and information relating to the
Company and its shareholders.
9. 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 or its designee on and in
accordance with its request.
9. COMPLIANCE WITH LAWS
The Company has and retains primary responsibility for all compliance
matters relating to the Fund, including but not limited to compliance with
the 1940 Act, the Internal Revenue Code of 1986, the Xxxxxxxx-Xxxxx Act of
2002, the USA Patriot Act of 2002 and the policies and limitations of the
Fund relating to its portfolio investments as set forth in its Prospectus
and statement of additional information. USBFS's services hereunder shall
not relieve the Company of its responsibilities for assuring such
compliance or the Board of Directors' oversight responsibility with
respect thereto.
10. 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 one year. Subsequent to the
initial one-year term, this Agreement may be terminated by either party
upon giving 90 days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties. Notwithstanding
the foregoing, this Agreement may be terminated by any party upon the
breach of the other party of any material term of this Agreement if such
breach is not cured within 15 days of notice of such breach to the
breaching party. This Agreement may not be amended or modified in any
manner except by written agreement executed by USBFS and the Company, and
authorized or approved by the Board of Directors.
11. 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 same, 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. If no such successor is designated, then such books, records
and other data shall be returned to the Company.
12. ASSIGNMENT
This Agreement shall extend to and be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Company without the written
consent of USBFS, or by USBFS without the written consent of the Company
accompanied by the authorization or approval of the Company's Board of
Directors.
13. 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.
14. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower either
party to act as agent for the other party to this Agreement, or to conduct
business in the name, or for the account, of the other party to this
Agreement.
15. SERVICES NOT EXCLUSIVE
Nothing in this Agreement shall limit or restrict USBFS from providing
services to other parties that are similar or identical to some or all of
the services provided hereunder.
16. INVALIDITY
Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties.
17. 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 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:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
and notice to the Company shall be sent to:
Keeley Funds, Inc.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
18. MULTIPLE ORIGINALS
This Agreement may be executed on two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.
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.
KEELEY FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxx X. Xxxxxxx
----------------------------------- --------------------------------
Title: President Title: Senior Vice President
-------------------------------- -----------------------------
EXHIBIT A
TO THE
TRANSFER AGENT SERVICING AGREEMENT
FUND NAMES
SEPARATE SERIES OF KEELEY FUNDS, INC.
Name of Series Date Added
-------------- ----------
EXHIBIT B
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.
C-1
EXHIBIT C
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* QUALIFIED PLAN FEES (BILLED TO INVESTORS)
---------------------------- -----------------------------------------
Annual Shareholder Account Fee (see minimum) o $15.00 /qualified plan acct (Cap at $30.00/SSN)
o Load Fund - $16.00 /account o $15.00 /Xxxxxxxxx ESA acct (Cap at $30.00/SSN)
o Load Fund, Level 3 - $13.00/account o $25.00 /transfer to successor trustee
Annual Minimum o $25.00 /participant distribution (Excluding SWPs)
o $28,000 per load fund for the first 12 months o $25.00 /refund of excess contribution
($30,000 per load fund after the first 12 months) SHAREHOLDER FEES (BILLED TO INVESTORS)
o $18,000 each additional class --------------------------------------
Basis Point o $15.00 /outgoing wire transfer
o 0.5 BPS on Asset Market Value o $15.00 /overnight delivery
o $ 5.00 /telephone exchange
o $25.00 /return check or ACH
ACTIVITY CHARGES o $25.00 /stop payment
o Telephone Calls - $1.00 /minute o $ 5.00 /research request per account (Cap at $25.00/request)
o Voice Response Calls - $.35 /call (For requested items of the second calendar
o AML New Account Service - $1.00/new domestic year [or previous] to the request)
accounts and $2.00/new foreign account
TECHNOLOGY CHARGES
------------------
1. Implementation Services
AML Base Service (excl Level 3 accounts) o First CUSIP - $2,000 /first CUSIP
0-999 accounts - $500.00/year o Fund Setup - $1,500 /additional CUSIP
1,000-4,999 accounts - $1,000/year o 800 Service - $1,650 ATT transfer connect
5,000-9,999 accounts - $2,500/year o VRU Setup - $500 /fund group
10,000+ accounts - $5,000/year o NSCC Setup - $1,500 /fund group
2. 12b-1 Aging - $1.50 /account/year
ACH/EFT Shareholder Services: 3. Average Cost - $.36 /account/year
$125.00 /month/fund group 4. File Transmissions - subject to requirements
$ .50 /ACH item, setup, change 5. Selects - $300 per select
$5.00 /correction, reversal 6. ReportSource - No Charge - Web reporting
7. Physical Certificate Shares
OUT-OF-POCKET COSTS - Including but not limited to: o Setup - $750 /fund
------------------- o Issue of Certificate - $10.00/certificate transaction
o Telephone toll-free lines, call transfers, etc. 8. Extraordinary services - charged as incurred
o Mailing, sorting and postage o Development/Programming - $150 /hour
o Stationery, envelopes o Conversion of Records - Estimate to be provided
o Programming, special reports o Custom processing, re-processing
o Insurance, record retention, microfilm/fiche
o Proxies, proxy services
o Lost shareholder search
o ACH fees
o NSCC charges
o All other out-of-pocket expenses
* Subject to CPI increase, Milwaukee MSA.
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B.O.S.S - BUSINESS ON-LINE SALES REPORTING SOLUTION
---------------------------------------------------
MONTHLY SOFTWARE SUBSCRIPTION SERVICES:
o Access Per BOSS User: $150 /month/user
IMPLEMENTATION AND SUPPORT SERVICES:
o Implementation - $2,500 first user ID; each additional user ID is
$800 - Includes project management and data/internet portal integration
applicable to Transfer Agent data flow (up to 2 years of historical data
included).
o Training - $1,000 (includes 2-day session at USBFS site for up to 10
participants on core product)
o Development - $200 /hour - customization of BOSS product, requests
for customized reports, etc.
o Additional Options - Report Writing, Sub-Account Data Integration -
Quoted separately based upon requirements
DATA MANAGEMENT SERVICES:
o Data Storage Charge - Over 2 years of data (No charge for less
than 2 years of data)
o Fund Group Account Base (Open/Closed) - Under 500,000 -
$500 per month
o Fund Group Account Base (Open/Closed) - Over 500,000 -
$1,000 per month
o Monthly service fees (extracting/ storing daily transaction
data). Fee based upon records processed:
o 1-25,000 records/month - $1,200 /month
o 25,001-50,000 records/month - $3,000 /month (over 50,000
records/month quoted separately)
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