AMENDED AND RESTATED
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 31st day of August, 1995
and amended on December 15, 1997 by and among Skyline Funds, a Massachusetts
business trust ("Skyline"), Skyline Asset Management, L.P., a Delaware limited
partnership (the "Manager"), and Firstar Trust Company, a corporation organized
under the laws of the State of Wisconsin (hereinafter referred to as the
"Agent").
W I T N E S S E T H:
WHEREAS, Skyline is an open-end management investment company registered
under the Investment Company Act of 1940;
WHEREAS, Skyline has three series, Skyline Special Equities Portfolio,
Skyline Special Equities II and Skyline Small Cap Contrarian (each a "Fund" and
together, the "Funds");
WHEREAS, the Agent is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers; and
NOW THEREFORE, Skyline, the Manager, and the Agent do mutually promise and
agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE AGENT
Subject to the terms and conditions set forth in this Agreement, Skyline
hereby employs and appoints the Agent to act as transfer agent and dividend
disbursing agent for each Fund.
The Agent 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), in accordance with the
conditions and procedures set forth in the prospectus and statement of
additional information relating to shares of the Funds as in effect from time to
time (together, the "prospectus") including but not limited to:
A. Receive orders for the purchase of shares, with prompt delivery, where
appropriate, of payment and supporting documentation to the Funds'
custodian;
B. Process purchase orders and issue the appropriate number of
certificated or 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 Funds' custodian;
D. Pay monies (upon receipt from the Fund's custodian, where relevant) in
accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between Funds or between a Fund and any other mutual
fund with which a Fund offers an exchange privilege, as described from
time to time in a Fund's prospectus;
G. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
H. Prepare and transmit or credit payments for dividends and
distributions declared by the Funds;
I. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
J. Record the issuance of shares of the Funds and maintain, pursuant to
Rule 17ad-10(e), a record of the total number of shares of the Funds
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, mail to shareholders, 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 Funds; and
O. Provide a Blue Sky System which will enable the Funds to monitor the
total number of shares sold in each state. In addition, the Funds
shall identify to the Agent in writing those transactions and assets
to be treated as exempt from the Blue Sky reporting to the Funds for
each state. The responsibility of the Agent for the Funds' Blue Sky
state registration status is solely limited to the reporting of such
transactions to the Funds.
P. Create and maintain records showing for each investor's account the
following:
A. Names, addresses, and tax identifying numbers;
2
B. Number of shares held;
C. Historical information regarding the account of each shareholder,
including dividends paid and date and price for all transactions;
D. Any stop or restraining order placed against the account;
E. Information with respect to withholdings in the case of a foreign
account;
F. Any dividend reinvestment order, plan application, dividend
address, and correspondence relating to the current maintenance
of the account;
G. Certificate numbers and denominations for any shareholder holding
certificates; and
H. Any information required in order for the Agent to perform the
calculations contemplated or required by this Agreement.
2. COMPENSATION
The Manager agrees to pay the Agent for performance of the duties listed in
this Agreement as may be agreed from time to time in writing and for reasonable
fees and out-of-pocket expenses including but not limited to the following:
printing, postage, forms, stationery, record retention, mailing, insertion,
programming, labels, shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between Skyline and the Agent.
The Manager agrees to pay all fees and reimbursable expenses within thirty
(30) calendar days following the mailing of the billing notice.
3. REPRESENTATIONS OF AGENT
The Agent represents and warrants to Skyline that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is duly qualified to carry on its business in the state of
Wisconsin;
C. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement; and
3
E. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS OF SKYLINE
Skyline represents and warrants to the Agent that:
A. It is an open-end diversified investment company under the Investment
Company Act of 1940;
B. It is a business trust organized, existing, and in good standing under
the laws of Massachusetts;
C. It is empowered under applicable laws and by its Declaration of Trust
and bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Declaration of Trust have
been taken to authorize it to enter into and perform this Agreement;
and
E. A registration statement under the Securities Act of 1933 is currently
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 Funds being offered for sale.
5. REPRESENTATIONS OF MANAGER
Manager represents and warrants to Skyline and the Agent that:
A. It is a limited partnership organized, existing, and in good standing
under the laws of Delaware;
B. It is empowered under applicable laws and by its Agreement of Limited
Partnership to enter into and perform this Agreement; and
C. All requisite action required by its Agreement of Limited Partnership
has been taken to authorize it to enter into and perform this
Agreement.
6. COVENANTS OF SKYLINE AND AGENT
Skyline shall furnish the Agent a certified copy of the resolution of the
Board of Trustees of Skyline authorizing the appointment of the Agent and the
execution of this Agreement. Skyline shall provide to the Agent a copy of its
Declaration of Trust, and bylaws, and all amendments thereto.
The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the rules thereunder, the Agent agrees that
4
all such records prepared or maintained by the Agent relating to the services to
be performed by the Agent hereunder are the property of Skyline and will be
preserved, maintained and made available in accordance with such section and
rules and will be surrendered to Skyline on and in accordance with their
request.
7. INDEMNIFICATION; REMEDIES UPON BREACH
The Agent agrees to use reasonable care and act in good faith in performing
its duties hereunder.
Provided that the Agent has used reasonable care and acted in good faith,
the Agent shall not be liable or responsible for delays or errors occurring by
reason of circumstances beyond its control, including acts of civil or military
authority, national or state emergencies, fire, mechanical or equipment failure,
flood or catastrophe, acts of God, insurrection or war. In the event of a
mechanical breakdown beyond its control, the Agent shall take all reasonable
steps to minimize service interruptions for any period that such interruption
continues beyond the Agent's control. The Agent will make every reasonable
effort to restore any lost or damaged data, and the correcting of any errors
resulting from such a breakdown will be at the Agent's expense. The Agent
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 Skyline or the Manager shall be entitled to inspect the
Agent's premises and operating capabilities at any time during regular business
hours of the Agent, upon reasonable notice to the Agent.
Skyline, on behalf of a Fund, will indemnify and hold the Agent harmless
against any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the Agent's bad faith or negligence, and arising out
of or in connection with the Agent's duties on behalf of that Fund hereunder,
including as a result of the Agent acting upon telephone instructions relating
to the exchange or redemption of shares received by the Agent and reasonably
believed by the Agent to have originated from the record owner of the subject
shares; or as a result of the Agent acting upon any instructions executed or
orally communicated by a person duly authorized by Skyline's Board of Trustees
to give such instructions to the Agent by Skyline, according to such lists of
authorized persons furnished to the Agent; or a result of acting in reliance
upon any genuine instrument or stock certificate signed, countersigned or
executed by any person or persons authorized to sign, countersign or execute the
same.
In order for this section to apply, it is understood that if in any case
Skyline may be asked to indemnify or hold harmless the Agent, Skyline shall be
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Agent will use reasonable care to notify Skyline
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against Skyline. Skyline shall have the option to
defend the Agent against any claim which may be the subject of this
indemnification and, in the event that Skyline so elect, Skyline will so notify
the Agent, and thereupon Skyline shall take over complete defense of the claim
and the Agent shall sustain no further legal or other expenses
5
in such situation for which the Agent shall seek indemnification under this
section. The Agent will in no case confess any claim or make any compromise in
any case in which Skyline will be asked to indemnify the Agent, except with
Skyline's prior written consent.
8. CONFIDENTIALITY
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Funds and their
shareholders and shall not be disclosed to any other party, except after prior
notification to and approval in writing by Skyline, on behalf of a Fund which
approval shall not be unreasonably withheld and may not be withheld where the
Agent may be exposed to civil or criminal contempt proceedings for failure to
comply after being requested to divulge such information by duly constituted
authorities.
9. WISCONSIN LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the state of Wisconsin.
10. ADDITIONAL SERIES
Skyline is authorized to issue separate classes of shares of
beneficial interest representing interests in separate investment portfolios.
The parties intend that each portfolio established by Skyline, now or in the
future, be covered by the terms and conditions of this Agreement. In order for
a future portfolio to be covered by this Agreement, Skyline shall give notice to
the Custodian of the designation of and the expected effective date of such
portfolio.
11. AMENDMENT, ASSIGNMENT, TERMINATION AND NOTICE
A. This Agreement may be amended by the mutual written consent of the
parties.
B. This Agreement may be terminated upon ninety (90) day's written notice
given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the
other party.
D. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered,
or mailed to the principal place of business of the other party.
E. In the event that Skyline on behalf of a Fund gives to the Agent its
written intention to terminate and appoint a successor transfer agent,
the Agent agrees to cooperate in the transfer of its duties and
responsibilities to the successor, including any and all relevant
books, records and other data established or maintained by the Agent
under this Agreement.
6
F. Should Skyline on behalf of a Fund exercise its right to terminate,
all out-of-pocket expenses associated with the movement of records and
material that are approved in writing in advance by Skyline or the
Manager will be paid by the Manager.
G. This Agreement supersedes and terminates, as of the close of business
on the date hereof, all prior agreements between Skyline and Agent
relating to transfer agency services and shareholder servicing.
12. DISCLAIMER OF LIABILITY
This agreement is executed on behalf of Skyline by its officers in their
capacities as officers and not individually. The obligations of Skyline under
this agreement are not binding upon Skyline's trustees, officers, or
shareholders individually but are binding only upon the assets and property of
Skyline, or of the Fund to which the services performed pursuant to this
agreement relate. Skyline's Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and their respective corporate seals to be affixed hereto as of the
date first above-written by their respective officers thereunto duly authorized.
Executed in several counterparts, each of which is an original.
Attest: FIRSTAR TRUST COMPANY
By: By:
--------------------------- ---------------------------
Title: Title:
------------------------ ------------------------
Attest: SKYLINE ASSET MANAGEMENT, L.P.
By: By:
--------------------------- ---------------------------
Title: Title:
------------------------ ------------------------
Attest: SKYLINE FUNDS
By: By:
--------------------------- ---------------------------
Title: Title:
------------------------ ------------------------
8
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
SKYLINE SPECIAL EQUITIES PORTFOLIO,
SKYLINE SPECIAL EQUITIES II AND
SKYLINE CONTRARIAN EQUITIES
ANNUAL FEE SCHEDULE
Annual Fee Schedule
$13.00 per open shareholder account
$6.00 per closed shareholder account
Minimum annual fees of $6,000
$7.50 per Fed wire transfer (billed to investors)
Plus out-of-pocket expenses, including but not limited to:
Postage
Programming
Stationery, envelopes
Mailing
Proxies
Retention of records
Microfilm/fiche of records
Special reports
All other out-of-pocket expenses
ACH fees
Fees are billed monthly
