TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of , 1996 by and between PFPC INC., a Delaware
corporation ("PFPC"), and THE FBR FAMILY OF FUNDS, a Delaware business trust
(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of
Trustees to give Oral Instructions and Written Instructions on behalf of the
Fund and listed on the Authorized Persons Appendix attached hereto and made a
part hereof or any amendment thereto as may be received by PFPC. An Authorized
Person's scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(h) "Shares" mean the shares of beneficial interest of any series or
class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
Authorized Person and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where
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applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PFPC
or its affiliates to provide services to the Fund and
approving this Agreement;
(b) A copy of the Fund's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each
investment Portfolio of the Fund (each, a Portfolio);
(d) A copy of the distribution agreement with respect to each
class of Shares of the Fund;
(e) A copy of each Portfolio's administration agreements if PFPC
is not providing the Portfolio with such services;
(f) Copies of any shareholder servicing agreements made in
respect of the Fund or a Portfolio; and
(g) Copies (certified or authenticated where applicable) of any
and all amendments or supplements to the foregoing.
4. Compliance with Rules and Regulations. PFPC undertakes to comply with
all applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund or any of
its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral
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Instructions and Written Instructions it receives from an Authorized Person (or
from a person reasonably believed by PFPC to be an Authorized Person) pursuant
to this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or this Agreement or of any vote,
resolution or proceeding of the Fund's Board of Trustees or of the Fund's
shareholders, unless and until PFPC receives Written Instructions to the
contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an Authorized
Person, PFPC shall incur no liability to the Fund in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions comply with
the other provisions of this Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
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(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC may rely upon and follow the
advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC
remains liable for any action or omission on the part of PFPC which constitutes
willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC
of any duties, obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it takes
or does not take in reliance upon directions, advice or Oral Instructions or
Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice or Oral
Instructions or Written Instructions. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (i) to seek such directions, advice or
Oral Instructions or Written Instructions, or (ii) to act in accordance with
such directions, advice or Oral Instructions or Written Instructions unless,
under the terms of other provisions of this Agreement, the same is a condition
of PFPC's properly taking or not taking such action.
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Nothing in this subsection shall excuse PFPC when an action or omission on the
part of PFPC constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
7. Records; Visits. The books and records pertaining to the Fund, which are
in the possession or under the control of PFPC, shall be the property of the
Fund. Such books and records shall be prepared and maintained as required by the
1940 Act and other applicable securities laws, rules and regulations. The Fund
and Authorized Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person, at the Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential all records of the
Fund and information relating to the Fund and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Fund. The Fund agrees that such consent shall not be unreasonably withheld
and may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this
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Agreement to ensure that the necessary information is made available to such
accountants for the expression of their opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. Compensation. As compensation for services rendered by PFPC during the
term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to from time to time in writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and hold harmless PFPC
and its affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws, and
amendments thereto), and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action or
omission to act which PFPC takes (i) at the request or on the
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direction of or in reliance on the advice of the Fund or (ii) upon Oral
Instructions or Written Instructions. Neither PFPC, nor any of its affiliates,
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be specifically agreed to
by PFPC in writing. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder, to act in good faith and to use its
best efforts, within reasonable limits, in performing services provided for
under this Agreement. PFPC shall be liable for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of care
set forth above; and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written Instruction, notice
or other instrument which conforms to the applicable
8
requirements of this Agreement, and which PFPC reasonably believes to be
genuine; or (B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood, catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable to the Fund for any consequential,
special or indirect losses or damages which the Fund may incur or suffer by or
as a consequence of PFPC's or its affiliates' performance of the services
provided hereunder, whether or not the likelihood of such losses or damages was
known by PFPC or its affiliates.
14. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii)Review new applications and correspond with
shareholders to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in con- junction
with proxy solicitations;
(vi) Countersign share certificates;
(vii)Prepare and mail to shareholders confirmation of
activity;
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(viii) Provide toll-free lines for direct shareholder use,
plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to
the clients;
(xi) Provide detailed data for underwriter/broker
confirmations;
(xii)Prepare periodic mailing of year-end tax and statement
information;
(xiii) Notify on a timely basis the investment adviser,
accounting agent, and custodian of fund activity; and
(xiv)Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Fund purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in
writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of an
investor, in the manner described in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder
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account; and
(iii)Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
function is properly authorized by the certificate of incorporation or
resolution of the Fund's Board of Trustees. Shares shall be redeemed and payment
therefor shall be made in accordance with the Fund's prospectus, when the
recordholder tenders Shares in proper form and directs the method of redemption.
If Shares are received in proper form, Shares shall be redeemed before the funds
are provided to PFPC from the Fund's custodian (the "Custodian"). If the
recordholder has not directed that redemption proceeds be wired, when the
Custodian provides PFPC with funds, the redemption check shall be sent to and
made payable to the recordholder, unless:
(i) the surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed
by the recordholder; or
(ii) Transfer authorizations are signed by the recordholder
when Shares are held in book- entry form.
When a broker-dealer notifies PFPC of a redemption desired by a customer, and
the Custodian provides PFPC with funds, PFPC shall prepare and send the
redemption check to the broker-dealer and made payable to the broker-dealer on
behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the
Fund's Board of Trustees authorizing the declaration and payment of dividends
and distributions, PFPC shall
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issue dividends and distributions declared by the Fund in Shares, or, upon
shareholder election, pay such dividends and distributions in cash, if provided
for in the Fund's prospectus. Such issuance or payment, as well as payments upon
redemption as described above, shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any applicable tax
laws or other laws, rules or regulations. PFPC shall mail to the Fund's
shareholders such tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the Fund as are required
to be filed and mailed by applicable law, rule or regulation.
PFPC shall prepare, maintain and file with the IRS and other appropriate
taxing authorities reports relating to all dividends above a stipulated amount
paid by the Fund to its shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services
(i) PFPC may arrange, in accordance with the pro-spectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC may arrange, in accordance with the pro-spectus,
for a shareholder's:
- Exchange of Shares for shares of another fund with
which the Fund has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a automatic
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redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written Instructions,
PFPC shall mail all communications by the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the accounts for each
shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been
issued, including certificate numbers and
denominations;
(iii)Historical information regarding the account of each
shareholder, including dividends and distributions paid
and the date and price for all transactions on a
shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current maintenance
of a shareholder's account;
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(vi) Information with respect to withholdings; and
(vii)Any information required in order for the transfer
agent to perform any calculations contemplated or
required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice against
any certificate reported to be lost or stolen and comply with all applicable
federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a
surety company approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
Fund shareholder to inspect stock records, PFPC will notify the Fund and the
Fund will issue instructions granting or denying each such request. Unless PFPC
has acted contrary to the Fund's instructions, the Fund agrees and does hereby,
release PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund's stock records
(k) Withdrawal of Shares and Cancellation of Certificates.
Upon receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount of outstanding
shares by the number of shares surrendered by the Fund.
15. Duration and Termination. This Agreement shall continue
14
until terminated by the Fund or by PFPC on sixty (60) days' prior written notice
to the other party.
16. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at , Attn: or
(c) if to neither of the foregoing, at such other address as shall have been
given by like notice to the sender of any such notice or other communication by
the other party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given three
days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Delegation; Assignment. PFPC may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank,
National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC and the Fund to comply with all relevant provisions of the 1940 Act;
and (iii) PFPC and such delegate (or assignee) promptly
15
provide such information as the Fund may request, and respond to such questions
as the Fund may ask, relative to the delegation (or assignment), including
(without limitation) the capabilities of the delegate (or assignee).
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
held or made invalid by a court decision,
16
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: __________________________
Title:_______________________
THE FBR FAMILY OF FUNDS
By: __________________________
Title: _______________________
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EXHIBIT A
THIS EXHIBIT A, dated as of , 1996, is Exhibit A to that certain Transfer
Agency Services Agreement dated as of , 1996 between PFPC Inc. and THE FBR
FAMILY OF FUNDS.
PORTFOLIOS
FBR SMALL CAP FINANCIAL FUND
FBR FINANCIAL SERVICES FUND
FBR VIRUTAL INFORMATION FUND
FBR GROWTH/VALUE FUND
19
AUTHORIZED PERSONS APPENDIX
Name (Type) Signature
___________________ ____________________
___________________ ____________________
___________________ ____________________
___________________ ____________________
___________________ ____________________
___________________ ____________________
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________, 1996
THE FBR FAMILY OF FUNDS
Re: TRANSFER AGENCY SERVICES FEE WAIVER
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under a Transfer Agency
Services Agreement dated _______, 1996 between PFPC and THE FBR FAMILY OF FUNDS
as follows: for the first two months of each Portfolio's operations PFPC shall
waive 100% of its minimum base fee (excluding account charges, transaction
charges, miscellaneous fees and out-of-pocket costs) to the extent the base fee
is applicable; thereafter, PFPC's base fee shall be charged in increments of 10%
per month. Thus, during the third calendar month of operations, each Portfolio
will pay 10% of the base fee rates; 20% during the fourth month; 30% during the
fifth month; etc.; and 100% during the twelfth month and thereafter.
Very truly yours,
PFPC INC.
By: ______________________________
Title:
Acknowledged:
THE FBR FAMILY OF FUNDS
By: _______________________________
Title:
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_______, 1996
THE FBR FAMILY OF FUNDS
Re: Transfer Agency Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Agreement
dated ____________, 1996 between you (the "Fund") and PFPC (the "Agreement").
Pursuant to Paragraph 11 of that Agreement, and in consideration of the services
to be provided to the Portfolios listed on Exhibit A to the Agreement (the
"Portfolios"), you will pay PFPC on behalf of the Portfolios certain fees and
reimburse PFPC for certain out-of-pocket expenses incurred on behalf of each
Portfolio, as follows:
1) Account Fee:
Annual, Semi-Annual Dividend: $10.00 per account per annum
Quarterly Dividend: $12.00 per account per annum
Monthly Dividend: $15.00 per account per annum
Daily Accrual Dividend: $18.00 per account per annum
Inactive Account: $ .30 per account per month
For contingent deferred sales charge funds, our per account charges
will increase by 12% per account.
Fees shall be calculated and paid monthly based on one-twelfth (1/12th)
of the annual fee. An inactive account is defined as having a zero
balance with no dividend payable. Inactive accounts are purged annually
after year-end tax reporting.
2) Transaction Charges:
Master/Omnibus Account: $1.50 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
New Account Opening: $ .40 per account (electronic
interface)
$5.00 per account (paper)
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Checkwriting: $ 1.85 per account per year
.50 per check (returned)
.10 per check (not returned)
Commission Cycle: $ .25 per account per
calculation
12b-1 Calculation: $ .25 per account per
calculation
3) Fundserv/Networking:
PNC System Access Charges*:
Base Facility Use Fee: $500.00 per month per fund family
Transaction Fees per month per transaction based on total transactions
each month as follows:
$ .50 per transaction for
1 to 1000 transactions
.46 per transaction for
1000 to 2000
transactions
.40 per transaction for
over 2000 transactions
4) NSCC Networking:
PNC System Access Charges*:
Base Facility Use Fee: $325.00 per month per fund family
Sub-Account Fees: $ .05 per month per sub-account
Position File Fee: $100.00 per position file per
CUSIP for more than 2
position files per CUSIP
per month
Note: NSCC will deduct its monthly fee on the 15th of each month from
PNC's cash settlement that day. PNC will include these charges on its
next xxxx as out-of-pocket expenses.
*Plus: out-of-pocket expenses for settlements; wire charges; NSCC
pickup charges; hardware, CRT's, modems; line (if required); etc.
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5) Additional Out-of-Pocket Expenses
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class current prevailing
rates)
d. Federal Express, delivery, courier services, mailgrams
e. Hardware/phone lines for data transmissions and remote
terminal(s) (if required)
f. Data transmissions: $20.00 per transmission, per end
point
g. Microfiche/microfilm
h. Wire fee for receipt: $15.00 per domestic wire
$15.00 per international
wire
Wire fee for disbursement: $15.00 per domestic wire
$15.00 per international
wire
i. ACH Transaction charge: $.20 per item
j. Mailing fee: Approximately $.08 per item, standard
inserts $.015 each
k. Cost of proxy solicitation, mailing and tabulation:
Processing $350.00 base fee
$ .30 per proxy issued (5,000 accounts
and up)
$ .45 per proxy issued (less than 5,000
accounts)
$100.00 plus travel expenses for judge of
elections
Postal and Federal Express as incurred
l. Certificate issuance fee: $2.00 per certificate, any
additional reports/services to be negotiated
m. Record retention storage
n. "B"/"C" notice mailing and IRS levies: $3.00 per item
o. Locating lost shareholders in anticipation of escheating:
$7.50 per name
p. Consolidated statements: one annual statement included in
pricing; additional productions: $.25 per page, per
production
q. Class "B" to "A" aging exchanges: $100.00 per run; plus
$.40 per account
r. Sales tracking system interfaces: negotiated time and
material
s. Fulfillment
t. Audio Response System
u. Creation of user tapes: $100.00 per occurrence
v. Labels: $.06 each; $100.00 minimum
w. Reruns for bad price, dividend factors, etc.: time and
material cost
x. Ad hoc reports: Standard $.01 per record processed
plus $100.00 set up fee
y. Individual state tax filing
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z. PC Fax: $5.00 per fax
aa. Retroactive record dates $100.00 plus $.025 per account
bb. Development/programming cost: negotiated time and
material
cc. Conversion expenses: to be determined
dd. Disaster recovery (as incurred)
ee. Travel expenses as required
ff. Training expenses as required ($75.00 per hour)
6) Additional Expenses (Which May be Paid by Shareholders):
a. XXX/Xxxxxx Processing: $10.00 per account per fund per annum
5.00 new account set-up fee
2.50 per distribution
10.00 per transfer in
18.00 per transfer out
b. Exchange Fee: $ 5.00
c. Checkwriting: $ 9.50 each stop payment
$25.00 each non-sufficient funds
2.50 each check copy
d. Account Transcripts:
(within 3 most
recent years) $35.00 each
(more than 3 years) $50.00 each
e. Returned purchase
checks: $20.00 each
f. Lost certificate
bonding: $35.00 service charge and
replacement value charged
by the Insurance Company at
the prevailing rate
g. Federal express
charges if requested
by shareholder: $15.00
h. Wire fee for
disbursement if
requested by
shareholder: $15.00 domestic
$15.00 international
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7) Monthly Minimum Fee:
$3,000 for each portfolio or class of shares plus per account charges,
exclusive of transaction and access charges and out-of-pocket expenses.
Any fee or out-of-pocket expenses not paid within 30 days of the date of
the original invoice will be charged a late payment fee of 1% per month until
payment of the fees are received by PFPC.
If during the next three years, PFPC is removed from the Transfer Agency
Services Agreement referenced above, the Fund shall pay any costs of time and
material associated with the deconversion and PFPC will recoup 100% of the fees
waived during the first year, if any.
The fee for the period from the date hereof until the end of the year shall
be prorated according to the proportion which such period bears to the full
annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: ____________________________
Title:
ACCEPTED: THE FBR FAMILY OF FUNDS
By: _____________________________
Title:
26
________, 1996
THE FBR FAMILY OF FUNDS
Re: TRANSFER AGENCY SERVICES FEE WAIVER
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under a Transfer Agency
Services Agreement dated _______, 1996 between PFPC and THE FBR FAMILY OF FUNDS
as follows: for the first two months of each Portfolio's operations PFPC shall
waive 100% of its minimum base fee (excluding account charges, transaction
charges, miscellaneous fees and out-of-pocket costs) to the extent the base fee
is applicable; thereafter, PFPC's base fee shall be charged in increments of 10%
per month. Thus, during the third calendar month of operations, each Portfolio
will pay 10% of the base fee rates; 20% during the fourth month; 30% during the
fifth month; etc.; and 100% during the twelfth month and thereafter.
Very truly yours,
PFPC INC.
By: ________________________
Title:
Acknowledged:
THE FBR FAMILY OF FUNDS
By: __________________________
Title:
27
