Exhibit 9.1
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this
23rd day of June, 1998, by and between Badgley Funds,
Inc., a Maryland corporation (hereinafter referred to
as the "Company"), and Firstar Trust Company, a
corporation organized under the laws of the State of
Wisconsin (hereinafter referred to as the "FTC").
WHEREAS, the Company is an open-end management
investment company which is registered under the
Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create
separate series, each with its own separate investment
portfolio;
WHEREAS, FTC 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; and
WHEREAS, the Company desires to retain FTC to
provide transfer and dividend disbursing agent services
to the Badgley Growth Fund (the "Growth Fund"), the
Badgley Balanced Fund (the "Balanced Fund") and each
additional series of the Company listed on Exhibit A
attached hereto (each, a "Fund"), as may be amended
from time to time.
NOW, THEREFORE, in consideration of the mutual
agreements herein made, the Company and FTC agree as
follows:
1. Appointment of Transfer Agent
The Company hereby appoints FTC as Transfer Agent
of the Company on the terms and conditions set forth in
this Agreement, and FTC hereby accepts such appointment
and agrees to perform the services and duties set forth
in this Agreement in consideration of the compensation
provided for herein.
2. Duties and Responsibilities of FTC
FTC shall perform all of the customary services of
a transfer agent and dividend disbursing agent, 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 orders for the purchase of shares;
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.Process redemption requests received in good
order and, where relevant, deliver
appropriate documentation to the Company's
custodian;
X.Xxx monies upon receipt from the Company's
custodian, where relevant, in accordance with
the instructions of redeeming shareholders;
E.Process transfers of shares in accordance with
the shareholder's instructions;
F.Process exchanges between funds and/or classes
of shares of funds both within the same
family of funds and with the Firstar Money
Market Funds, if applicable;
G.Prepare and transmit payments for dividends and
distributions declared by the Company with
respect to the Fund;
H.Make changes to shareholder records, including,
but not limited to, address changes in plans
(i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
I.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;
J.Prepare shareholder meeting lists and, if
applicable, mail, receive and tabulate
proxies;
K.Mail shareholder reports and prospectuses to
current shareholders;
L.Prepare and file U.S. Treasury Department Forms
1099 and other appropriate information
returns required with respect to dividends
and distributions for all shareholders;
M.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;
N.Provide a Blue Sky System which 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 FTC,
shall identify to FTC in writing those
transactions and assets to be treated as
exempt from the Blue Sky reporting for each
state. The responsibility of FTC for the
Company's Blue Sky state registration status
under this Agreement is solely limited to the
initial compliance by the Company and the
reporting of such transactions to the Company
or its agent.
O.Answer telephone calls and correspondence from
shareholders relating to their accounts
during FTC's normal business hours. FTC
shall strive to promptly respond to all such
telephone or written inquiries from
shareholders. Copies of all correspondence
from shareholders involving complaints about
the management of the Company, services
provided by or for the Company, FTC or
others, shall be promptly forwarded to the
Company. FTC shall keep records of
substantive shareholder telephone calls and
correspondence and replies thereto, and of
the lapse of time between receipt of such
calls and correspondence and replies.
P.Prepare such reports as may be reasonably
requested from time to time by the Company or
its Board of Directors relating to fees paid
out under a Fund's Rule 12b-1 plan.
3. Compensation
The Company agrees to pay FTC for the performance
of the duties listed in this Agreement as set forth on
Exhibit A attached hereto; the fees and out-of-pocket
expenses include, but are not limited to the following:
printing, postage, forms, stationery, record retention
(if requested by the Company), mailing, insertion,
programming (if requested by the Company), labels,
shareholder lists and proxy expenses.
These fees and reimbursable expenses may be
changed from time to time subject to mutual written
agreement between the Company and FTC.
The Company agrees to pay all fees and
reimbursable expenses within ten (10) business days
following the receipt of the billing notice.
4. Representations of FTC
FTC represents and warrants to the Company that:
X.Xx is a trust company duly organized, existing
and in good standing under the laws of
Wisconsin;
X.Xx is a registered transfer agent under the
Exchange Act.
X.Xx is duly qualified to carry on its business in
the State of Wisconsin;
X.Xx 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;
X.Xx has and will continue to have access to the
necessary facilities, equipment and personnel
to perform its duties and obligations under
this Agreement; and
X.Xx 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.
5. Representations of the Company
The Company represents and warrants to FTC that:
A.The Company is an open-end diversified
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;
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.
6. Covenants of the Company and FTC
The Company shall furnish the Agent a certified
copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of FTC and the
execution of this Agreement. The Company shall provide
to the Agent a copy of its Articles of Incorporation
and Bylaws, and all amendments thereto.
FTC shall keep records relating to the services to
be performed hereunder, in the form and manner as it
may deem advisable and as required under the Exchange
Act. To the extent required by Section 31 of the 1940
Act, and the rules thereunder, FTC agrees that all such
records prepared or maintained by FTC relating to the
services to be performed by FTC hereunder are the
property of the Company and will be preserved,
maintained and made available in accordance with such
section and rules and will be surrendered to the
Company on and in accordance with its request.
7. Performance of Service; Limitation of Liability
FTC shall exercise reasonable care in the
performance of its duties under this Agreement. FTC
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 FTC's control, except a loss resulting
from FTC'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, the Company shall
indemnify and hold harmless FTC from and against any
and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or
law) of any and every nature (including reasonable
attorneys' fees) which FTC may sustain or incur or
which may be asserted against FTC 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 FTC by any
duly authorized officer of the Company, such duly
authorized officer to be included in a list of
authorized officers furnished to FTC and as amended
from time to time in writing by resolution of the Board
of Directors of the Company.
FTC shall indemnify and hold the Company harmless
from and against any and all claims, demands, losses,
expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature
(including reasonable attorneys' fees) which the
Company may sustain or incur or which may be asserted
against the Company by any person arising out of any
action taken or omitted to be taken by FTC as a result
of FTC'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,
FTC shall take all reasonable steps to minimize service
interruptions for any period that such interruption
continues beyond FTC's control. FTC 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 FTC. FTC 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 FTC's premises and operating capabilities at
any time during regular business hours of FTC, upon
reasonable notice to FTC.
Regardless of the above, FTC reserves the right to
reprocess and correct administrative errors at its own
expense.
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 which 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 which
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.
8. Proprietary and Confidential Information
FTC 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 FTC 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.
9. Term of Agreement; Amendment
This Agreement shall become effective as of the
date hereof and, unless sooner terminated as provided
herein, shall continue automatically in effect for
successive annual periods. The 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. This
Agreement may be amended only by mutual written consent
of the parties.
10. Notices
Notices of any kind to be given by either party to
the other party shall be in writing and shall be duly
given if mailed or delivered as follows: Notice to FTC
shall be sent to:
Firstar Trust Company
Attn.: Mutual Fund Services
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Company shall be sent to:
Badgley Funds, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Corporate Secretary
11. Duties in the Event of Termination
In the event that, in connection with termination,
a successor to any of FTC's duties or responsibilities
hereunder is designated by the Company by written
notice to FTC, FTC 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 FTC under
this Agreement in a form reasonably acceptable to the
Company (if such form differs from the form in which
FTC 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 FTC's personnel in the establishment of books,
records, and other data by such successor.
12. Governing Law
This Agreement shall be construed and the
provisions thereof interpreted under and in accordance
with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or
regulation promulgated by the Securities and Exchange
Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by a duly authorized
officer in one or more counterparts as of the day and
year first written above.
Badgley Funds, Inc. FIRSTAR TRUST COMPANY
By:____________________ By:________________________
Attest:________________ Attest:____________________
Transfer Agent and Shareholder Servicing
Annual Fee Schedule
Exhibit A
Separate Series of Badgley Funds, Inc.
Name of Series Date Added
Badgley Growth Fund June 23, 1998
Badgley Balanced Fund June 23, 1998
Annual Fee
$14.00 per shareholder account
Minimum annual fees of $16,250 per Fund
Plus Out-of-Pocket Expenses, including but not limited
to:
Telephone - toll-free lines Proxies
Postage Retention of records (with prior approval)
Programming (with prior approval) Microfilm/fiche of records
Stationery/envelopes Special reports
Mailing ACH fees
Insurance NSCC charges
If out-of-pocket expenses exceed $10,000 in any month,
such expenses must be pre-approved by the Company.
ACH Shareholder Services
$125.00 per month per Fund group
$ .50 per account setup and/or change
$ .50 per item for AIP purchases
$ .35 per item for EFT payments and purchases
$3.50 per correction, reversal, return item
Qualified Plan Fees (Billed to Investors)
Annual maintenance fee per account $12.50 / acct.(Cap at $25.00 per SSN)
Transfer to successor trustee $15.00 / trans.
Distribution to participant $15.00 / trans.(Exclusive of SWP)
Refund of excess contribution $15.00 / trans.
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $12.00 / wire
Telephone Exchange $ 5.00 / exchange
transaction
Return check fee $20.00 / item
Stop payment $20.00 / stop
(Liquidation, dividend,
draft check)
Research fee $ 5.00 / item
(For requested items of
the second calendar
year [or previous] to the
request)(Cap at $25.00)
NSCC and DAZL
Out-of-Pocket Charges
NSCC Interfaces
Setup
Fund/SERV, Networking ACATS, Exchanges $5,000 setup (one time)
DCCS, RAT
Commissions $5,000 setup (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
Fund/SERV Transactions $ .35 / trade
Networking - per item $ .025/monthly dividend fund
Networking - per item $ .015/non-mo. dividend fund
First Data $ .10 / next-day Fund/SERV trade
First Data $ .15 / same-day Fund/SERV trade
NSCC Implementation
8 to 10 weeks lead time
DAZL (Direct Access Zip Link - Electronic mail
interface to financial advisor network)
Setup $5,000 / fund group-Waived for FIRSTAR
Monthly Usage $1,000 / month
Transmission $ .015 / price record
$ .025 / other record
Enhancement $ 125 / hour
Fees and out-of-pocket expenses are billed to the Fund
monthly.
