EX-99.h1
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of April,
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: ______________________________ By: ______________________________
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*
Shareholder Services Per Account Fee:
$14.25 /open account (includes telephone calls)
$ 2.50 /closed or zero balance account
Subject to a minimum of $12,000/fund
$5,000 per additional class
Activity Charges
AML New Account service - $1.00 per new account.
OUT-OF-POCKET COSTS -
-------------------
Telephone toll-free lines, call transfers, etc.
Insurance, records retention, microfilm/fiche
ACH fees
Mailing, postage printing
Stationery, envelopes
Programming, special reports
Proxies, proxy services
NSCC charges from DTCC
All other out-of-pocket expenses
Fees are billed monthly
* Subject to CPI increase, Milwaukee MSA.
Service Charges billed to shareholders
XXX Fees (generally billed to shareholders)
$15.00 /qualified plan acct (Cap at $30.00/SSN)
$12.00 /outgoing wires
Technology Charges
Fund Setup - included
MFx - Report source - $1,500/year
NSCC Service Interface
- Setup - $1,500/fund family
- Annual - $1,500/cusip
Telecommunications and Voice Services
- Service Setup - $1,650 per AT&T transfer
- VRU Setup - $500/fund family
- VRU Maintenance - $1,200/year/cusip
- $.35 /voice response call
Development/Programming - $150 /hour
File Transmissions - subject to requirements
Select reports (non-standard) - $300 per select
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
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