EXHIBIT NO. EX-99.h.1
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 18th day of November,
1996, by and between The Rockland Funds Trust, a Delaware business trust
(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 "Agent").
WHEREAS, the Company is an open-ended 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, 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
WHEREAS, the Company desires to retain the Agent to provide transfer and
dividend disbursing agent services to each series of the Company listed on
Schedule A attached hereto (hereinafter collectively referred to as the
"Funds"), as may be amended from time to time.
NOW, THEREFORE, the Company 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, the
Company hereby employs and appoints the Agent to act as transfer agent and
dividend disbursing agent for each of the Funds.
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), including,
but not limited to:
A. Process purchase orders with prompt delivery, where appropriate, of
payment and supporting documentation to the Company's custodian, and
issue the appropriate number of certificated or uncertificated shares
with such uncertificated shares being held in the appropriate
shareholder accounts;
B. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Company's
custodian;
C. Pay monies (upon receipt from the Company's custodian, where relevant)
in accordance with the instructions of redeeming shareholders;
D. Process transfers of shares in accordance with the shareowner's
instructions;
E. Process exchanges between the Funds and the Portico Money Fund;
F. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
G. Prepare and transmit payments for dividends and distributions declared
by the Company with respect to the Funds;
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 each 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 each 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, redemption and other confirmable transactions as agreed
upon with the Company; and
N. Provide a Blue Sky System which will enable the Company to monitor the
total number of shares of each Fund sold in each state. In addition,
the Company or its agent, including the Agent, shall identify to the
Agent in writing those transactions and assets to be treated as exempt
from Blue Sky reporting to the Company for each state. The
responsibility of the Agent 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.
2. COMPENSATION
The Company agrees to pay the Agent for the performance of the duties
listed in this Agreement as set forth on Schedule B 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 the Agent.
The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
3. REPRESENTATIONS OF THE AGENT
The Agent represents and warrants to the Company that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act;
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement;
F. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement; and
G. It will comply with all applicable requirements of the Securities Act
of 1933, as amended (the "Securities Act"), the Exchange Act, the 1940
Act, and any laws, rules, and regulations of governmental authorities
having jurisdiction.
4. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to the Agent that:
A. The Company is an open-ended diversified investment company under the
1940 Act;
B. The Company is a business trust organized, existing and in good
standing under the laws of Delaware;
C. The Company is empowered under applicable laws and by its Trust
Investment and Bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Trust Instrument 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 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 Company being offered for sale.
5. COVENANTS OF THE COMPANY AND THE AGENT
The Company shall furnish the Agent a certified copy of the resolution of
the Board of Trustees of the Company authorizing the appointment of the
Agent and the execution of this Agreement. The Company shall provide to
the Agent a copy of its Trust Instrument, 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 1940 Act and the rules thereunder, the Agent
agrees that all such records prepared or maintained by the Agent relating
to the services to be performed by the Agent 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.
6. INDEMNIFICATION; REMEDIES UPON BREACH
The Agent shall exercise reasonable care in the performance of its duties
under this Agreement. The Agent 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 the Agent's control, except a loss resulting from the
Agent'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
the Agent 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 Agent may
sustain or incur or which may be asserted against the Agent 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 the Agent
by any duly authorized officer of the Company, such duly authorized officer
to be included in a list of authorized officers furnished to the Agent and
as amended from time to time in writing by resolution of the Board of
Trustees of the Company.
Further, the Company 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 as a result of the negligence of the Company or the
principal underwriter of the Company (unless contributed to by the Agent's
breach of this Agreement or other Agreements between the Company and the
Agent, or the Agent's own negligence or bad faith); or 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 under a standard of care customarily used in the industry to have
originated from the record owner of the subject shares; or as 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 the event of a mechanical breakdown or failure of communication or power
supplies 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 correct any errors resulting
from such a breakdown at the expense of the Agent. 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 the Company 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.
Regardless of the above, the Agent 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 Company may be asked
to indemnify or hold the Agent harmless, the Company shall be fully and
promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Agent will use all
reasonable care to notify the Company promptly concerning any situation
which presents or appears likely to present the probability of such a claim
for indemnification against the Company. The Company shall have the option
to defend the Agent against any claim which may be the subject of this
indemnification. In the event that the Company so elects, it will so
notify the Agent and thereupon the Company shall take over complete defense
of the claim, and the Agent shall in such situation initiate no further
legal or other expenses for which it shall seek indemnification under this
section. The Agent shall in no case confess any claim or make any
compromise in any case in which the Company will be asked to indemnify the
Agent except with the Company's prior written consent.
The Agent 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 may be asserted against the Company by
any person arising out of any action taken or omitted to be taken by the
Agent as a result of the Agent's refusal or failure to comply with the
terms of this Agreement, its bad faith, negligence, or willful misconduct.
7. CONFIDENTIALITY
The Agent 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 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, or when so requested by the Company.
8. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held invalid by a court or regulatory agency decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be governed by Wisconsin law,
provided, however, that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation promulgated by the
SEC thereunder. This Agreement constitutes the entire Agreement of the
parties hereto.
9. 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) days' 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. If
to the Agent, such notice should be sent to X.X. Xxx 0000, Xxxxxxxxx,
Xxxxxxxxx 00000. If to the Company, such notice should be sent toThe
Rockland Funds Trust, 000 Xxxxx Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
E. In the event that the Company 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.
F. Should the Company exercise its right to terminate, all reasonable
out-of-pocket expenses associated with the movement of records and
material will be paid by the Company.
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 day and year
first written above.
The Rockland Funds Trust Firstar Trust Company:
By: /s/Xxxxxxx X. Xxxxxx, President By: /s/Xxxxxxx XxXxx
------------------------------- -------------------------------
Xxxxxxx X. Xxxxxx, President
Attest: /s/Xxxx Severem Attest: /s/Xxxx X. Xxxx
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Schedule A
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SEPARATE SERIES OF THE ROCKLAND FUNDS TRUST
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Name of Series Date Added
-------------- ----------
The Rockland Growth Fund November 18, 1996
- Retail Class
- Institution Class
Schedule B
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SHAREHOLDER ACCOUNTING SERVICES
LOAD FUNDS
ANNUAL FEE SCHEDULE
$16.00 per shareholder account
Minimum annual fee of $24,000 for the first fund and $10,000 for each additional
fund
Plus out-of-pocket expenses, including, but not limited to:
o Telephone - toll-free lines
o Postage
o Programming
o Stationery/envelopes
o Mailing
o Insurance
o Proxies
o Retention of Records
o Microfilm/fiche of records
o Special reports
o All other out-of-pocket expenses
o o ACH fees
Fees are billed monthly
SHAREHOLDER FEES
(CHARGED TO INVESTORS)
DEFINED CONTRIBUTION
403(B)(7), 401(K)
I. QUALIFIED PLAN FEES XXX ACCOUNTS PLAN ACCOUNTS
------------------- ------------ -------------
Annual maintenance fee per account $12.50 $12.50
Transfer to successor trustee 15.00 15.00
Distribution to a participant (exclusive 15.00 15.00
of systematic withdrawal plans)
Refund of excess contribution 15.00 15.00
II. ADDITIONAL SHAREHOLDER FEES AMOUNT
--------------------------- ------
Any outgoing wire $ 7.50/wire
Telephone exchange 5.00/telephone exchange
Return check fee 15.00/return check
Stop payment fee (liquidation, dividend, 15.00/stop payment
draft check)
Research fee 5.00/research item
(For requested items of the second
calendar year [or previous] to the request)
These fees are subject to change upon notification by
Firstar Trust Company to the Mutual Fund client
SHAREHOLDER ACCOUNTING SERVICES
AUTOMATIC INVESTMENT PLAN PROCESSING
ACH SERVICE
-----------
o Automatic Investment Plan
o Telephone Purchase, Liquidation
o EFT Payments of Dividends, Capital Gains, SWP's
o $125.00 per month
o $0.50 per account set-up and/or change
o $0.35 per item
o $3.50 per correction, reversal, or return item
o Fees are billed monthly
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TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
SCHEDULE B
ROCKLAND SMALL CAP GROWTH FUND
EFFECTIVE 01/01/00
Shareholder Account Fee (Subject to Minimum)
$15.00 per shareholder account - No-Load Fund
$16.00 per shareholder account - Load Fund
$21.00 per shareholder account - Money Market Fund
Annual Minimum
$24,000 first No-Load Fund
$28,000 first Load or Money Market Fund
$10,000 each additional Fund or Class
Extraordinary services quoted separately.
Activity Charges
Telephone Call - $1.00 per call
Draft Check Processing - $1.00 per draft
Daily Valuation Trades - $6.75 per trade
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per ACH item
$5.00 per correction, reversal, return item
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone - toll free lines Retention of records
Postage Microfilm/fiche of records
Programming Special reports
Stationery/envelopes ACH fees
Insurance NSCC charges
Proxies All other out-of-pocket expenses
File Transfer - $160/month and $.01/record
Qualified Plan Fees (Billed to Investors)*
Annual maintenance fee per account $ 12.50 / acct. (Cap at $25.00 per SSN)
Education XXX $ 5.00 / 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.
Select requests $200.00 / trans.
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $12.00 / wire
Telephone exchange $ 5.00 / exch
Return check/ACH fee $25.00 / item
Stop payment $25.00 / 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)
Fees and out-of-pocket expenses are billed to the fund monthly.
NSCC
Out-of-Pocket Charges
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
FundServ Transactions $ .35 / trade
Networking - per item $ .025 / monthly dividend fund
Networking - per item $ .015 / non-mo. Dividend fund
First Data $ .10 / next-day FundServ trade
First Data $ .15 / same-day FundServ trade
Mutual Fund Services
Out-of-Pocket Expense Items
Forms Costs
Statement Paper $ .038 / item
#9, # 10 Envelopes $ .043 / item
Check/Statement Paper $ .25 / item
Certificate $ 1.00 / item
Wire Order Confirm (non-NSCC) $ .22 item
Firstar Fulfillment Envelope $ .25 / item
Presort Postage (one ounce) $ .34 / item
Shareholder System Select Request $ 200.00 / request
Systems Development/Programming $ 150.00 / hour
Fund Group Addition $ 2,000.00 / fund group
Fund Additions $ 1,000.00 / fund or class
Fund Group Restore $ 1,000.00 / occurrence
Lost Shareholder Search (Xxxxx Tracers) $ 3.00 / search
DAZL ($5,000 setup) $ 1,000.00 / month
Price record transmission $ .015 / price record
Other record $ .025 / record
Note - All rates subject to change
