EXHIBIT 22(H)(XXII)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____, 2004,
by and between BRIDGES INVESTMENT FUND, INC., a Nebraska business corporation
(the "Fund") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability
company ("USBFS").
WHEREAS, the Fund 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 capital stock;
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 Fund desires to retain USBFS to provide transfer and dividend
disbursing agent services to the Fund.
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 Fund hereby appoints USBFS as transfer agent of the Fund 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), 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 ("the 1940 Act").
B. Process purchase orders with prompt delivery, where appropriate, of
payment and supporting documentation to the Fund's custodian, and
issue the appropriate number of uncertificated shares with such
uncertificated shares being held in the appropriate shareholder
account.
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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 Fund's custodian.
E. Pay monies upon receipt from the Fund'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 the Fund 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 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.
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 Fund.
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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 Fund, all as required by applicable federal tax laws and
regulations.
P. Provide a Blue Sky system that will enable the Fund to monitor the
total number of shares of the Fund sold in each state. In addition,
the Fund 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 Fund's Blue Sky state registration status is solely limited
to the initial compliance by the Fund and the reporting of such
transactions to the Fund 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 Fund.
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.
3. REPRESENTATIONS OF USBFS
USBFS represents and warrants to the Fund 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;
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; and
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.
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4. REPRESENTATIONS OF THE FUND
The Fund represents and warrants to USBFS that:
A. The Fund is an open-end investment company under the 1940 Act;
B. The Fund is a business trust organized, existing, and in good
standing under the laws of Nebraska;
C. The Fund is empowered under applicable laws and by its Articles of
Incorporation, as amended, and Bylaws to enter into and perform this
Agreement;
D. All necessary proceedings required by the Articles of Incorporation,
as amended, have been taken to authorize it to enter into and
perform this Agreement;
E. The Fund 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 Fund 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 Fund 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 Fund shall notify USBFS in writing within thirty (30)
calendar days following receipt of each invoice if the Fund is disputing
any amounts in good faith. The Fund 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 Fund 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
Fund to USBFS shall only be paid out of assets and property of the
particular Fund involved.
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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 Fund
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 Fund 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, (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 Fund unless an unauthorized
action was undertaken by an officer of the Fund that is also an
employee of USBFS, 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 Fund (the "Board of Directors" or "Directors").
USBFS shall indemnify and hold the Fund harmless from and against
any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) that the
Fund may sustain or incur or that may be asserted against the Fund
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 Fund 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.
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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.
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
Fund all records and other information relative to the Fund 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 Fund, 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 Fund.
Further, USBFS will adhere to the privacy policies adopted by the Fund
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 Fund's
shareholders with any third party unless specifically directed by the Fund
or allowed under one of the exceptions noted under the Act.
8. ANTI-MONEY LAUNDERING PROGRAM
The Fund 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 Fund has determined that the
Procedures, as part of the Fund'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.
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Based on this determination, the Fund hereby instructs and directs USBFS
to implement the Procedures on the Fund'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 Fund's anti-money laundering
responsibilities.
USBFS agrees to provide to the Fund:
(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 Fund 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 Fund 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 Fund;
(d) Prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c);
and
(e) A certified annual report of its monitoring and customer
identification activities on behalf of the Fund. USBFS shall provide
such other reports on the monitoring and customer identification
activities conducted at the direction of the Fund as may be agreed
to from time to time by USBFS and the Fund.
The Fund 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 Fund, as they may request, and (ii) permit
such federal regulators to inspect USBFS's implementation of the
Procedures on behalf of the Fund.
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9. XXXXXXXX-XXXXX ACT REQUIREMENTS
USBFS agrees to comply with all applicable laws and regulations in the
performance of its services pursuant to this agreement, including without
limitation, federal securities laws and the Xxxxxxxx-Xxxxx Act. USBFS
agrees to provide the Fund any records and certifications necessary for
the Fund or the Manager to comply with the Xxxxxxxx-Xxxxx Act, including
within limitation disclosure controls and procedures adopted in accordance
with the Xxxxxxxx-Xxxxx Act. USBFS shall cooperate with the Fund, and its
other service providers, as necessary by providing information to enable
the officers of the Fund to execute any required certifications.
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, provided that the
parties agree that the Fee Schedule set forth in Exhibit B shall remain in
effect for a period of three years. Subsequent to the initial one-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.
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 Fund by
written notice to USBFS, USBFS will promptly, upon such termination and at
the expense of the Fund, 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 Fund (if such
form differs from the form in which USBFS has maintained, the Fund 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.
Sections 6, 7, 8 and 13 shall survive termination of this Agreement.
12. 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 Fund, 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
Fund 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 Fund 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.
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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. DATA NECESSARY TO PERFORM SERVICES
The Fund 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 Fund, nothing herein shall be deemed to relieve USBFS of
any of its obligations in such capacity.
15. ASSIGNMENT
This Agreement may not be assigned by either party without the prior
written consent of the other party.
16. 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: Notice to USBFS
shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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and notice to the Fund shall be sent to:
Bridges Investment Fund, Inc.
0000 Xxxx Xxxxx Xxxx
000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx 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.
BRIDGES INVESTMENT FUND, INC. U.S. BANCORP FUND SERVICES, LLC
By: By:
------------------------------ ------------------------------
Xxx X. Xxxxxxx
Title: Title: President
-----------------------------
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EXHIBIT A
TO THE
TRANSFER AGENT SERVICING AGREEMENT
FUND NAMES
Name of Fund Date Added
------------ ----------
Bridges Investment 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* Technology Charges
Shareholder Account Fee (Subject to Minimum)
o No-Load - $15.00 /account 1. NSCC Service Interface - All NSCC Services
o Closed Accounts - $2.50 /account o Setup - $1,500 /fund group
Annual Minimum o Annual - $1,400 /cusip/year
o $24,000 first no load fund, $18,000 for each 2. Telecommunications and Voice Services
additional fund o Service Setup - $1,650 ATT transfer connect (Waived)
o $12,000 each additional class o VRU Setup - $500 /fund group
o VRU Maintenance - $100 /cusip/month
o $.35 /voice response call
o $.40 /voice recognition call
Activity Charges
o Telephone Calls - $1.50 /call
o E-mail Services
$200 /month administration Note: Report Source is included in the Annual Minimum Fee.
$3.00 /e-mail received
o Maintenance transactions - $1.00 Fees are billed monthly.
o Financial transactions - $1.75 * Subject to CPI increase.
o ACH/EFT Shareholder Services:
$125.00 /month/fund group
$ .50 /ACH item, setup, change
$5.00 /correction, reversal
OUT-OF-POCKET COSTS - Including but not limited to:
o Telephone toll-free lines, call transfers, etc.
o Mailing, sorting and postage
o Stationery, envelopes
o Programming, special reports
o Insurance, record retention, microfilm/fiche
o Proxies, proxy services
o ACH fees, NSCC charges
o All other out-of-pocket expenses
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*Effective with the first day after expiration of the first twenty four (24)
months of service, the annual minimum fees set forth in this Schedule shall be
increased over the fees and charges during the previous twenty four (24) months
in the amount equal to the change in the t 0 0 Consumer Price Index for all
Urban Consumers in the Milwaukee, Wisconsin Metropolitan Statistical Area, All
Terms, Based 1982-1984 = 100, as last reported by the U.S. Bureau of Labor t 0 0
Statistics ("CPI-U"). Thereafter, all of the annual minimum fees and charges in
this fee schedule (except for out-of-pocket expenses) shall increase annually
upon each anniversary of this Schedule in an amount equal to the percentage
change in the CPI-U for the proceeding twenty four (24) months.
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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 manager to the Fund
on the daily share sheet of any losses for which the manager may be held
accountable.
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