TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the 5th day of March, 1997,
made by and between The Bjurman Funds, (the "Trust") a business trust
operating as an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Act"),
duly organized and existing under the laws of the State of Delaware
and FPS Services, Inc. ("FPS"), a corporation duly organized and
existing under the laws of the State of Delaware (collectively, the
"Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to
issue separate series of shares representing interests in separate
investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto and which Schedule "C" may be amended
from time to time by mutual agreement of the Trust and FPS; and
WHEREAS, the Trust desires to retain FPS to perform share
transfer agency, redemption and dividend disbursing services as set
forth in this Agreement and in Schedule "A" attached hereto, and to
perform certain other functions in connection with these duties; and
WHEREAS, FPS is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17A(c) of
the Securities Exchange Act of 1934, as amended; and
WHEREAS, FPS is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. The terms as defined in this Section wherever used
in this Agreement, or in any amendment or supplement hereto, shall
have the meanings herein specified unless the context otherwise
requires.
Shareholders shall mean the registered owners of the shares of
the Series in accordance with the share registry records maintained
by FPS for the Trust.
Shares shall mean the issued and outstanding shares of the
Series.
Signature Guarantee shall mean the guarantee of signatures by
an "eligible guarantor institution" as defined in rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations. Broker-dealers guaranteeing
signatures must be members of a clearing corporation or maintain net
capital of at least $100,000. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a
signature guarantee program.
Oral Instruction shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted
to FPS in person or by telephone, telegram, telecopy or other
mechanical or documentary means lacking original signature, by a
person or persons reasonably identified to FPS to be a person or
persons so authorized by a resolution of the Board of Trustees of the
Trust.
Written Instruction shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted
to FPS in an original writing containing an original signature or a
copy of such document transmitted by telecopy including transmission
of such signature reasonably identified to FPS to be the signature of
a person or persons so authorized by a resolution of the Board of
Trustees of the Trust to give Written Instructions to FPS.
TRANSFER AGENCY SERVICES
Section 2. FPS shall make original issues of Shares in
accordance with this Agreement and with the Trust's Prospectus and
Statement of Additional Information then in effect, upon the written
request of the Trust, and upon being furnished with (i) a certified
copy of a resolution or resolutions of the Board of Trustees of the
Trust authorizing such issue; (ii) an opinion of counsel as to the
validity of such Shares; and (iii) necessary funds for the payment of
any original issue tax applicable to such Shares.
Section 3. Transfers of Shares shall be registered and new
Shares issued by FPS upon redemption of outstanding Shares, (i) in
the form deemed by FPS to be properly endorsed for transfer, (ii)
with all necessary endorser's signatures guaranteed pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, and
accompanied by, (iii) such assurances as FPS shall deem necessary or
appropriate to evidence the genuineness and effectiveness of each
necessary endorsement, and (iv) satisfactory evidence of compliance
with all applicable laws relating to the payment or collection of
taxes.
Section 4. In registering transfers, FPS may rely upon the
applicable commercial code or any other applicable law which, in the
written opinion of counsel (a copy of which shall previously have
been furnished to the Trust), protect FPS and the Trust in not
requiring complete documentation, in registering transfer without
inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an
adverse claim requires such refusal.
Section 5. With respect to confirmed trades received by FPS
from a registered representative of an NASD member, FPS shall
periodically notify the Trust of the current status of outstanding
confirmed trades. FPS is authorized to cancel confirmed trades which
have been outstanding for thirty (30) days. Upon such cancellation,
FPS shall instruct the accounting agent to adjust the books of the
Trust accordingly. FPS will not accept telephone purchases directly
from shareholders.
Section 6. FPS will maintain stock registry records in the
usual form in which it will note the issuance, transfer and
redemption of Shares. FPS is responsible to provide reports of Share
purchases, redemptions, and total Shares outstanding on the next
business day after each net asset valuation. FPS is authorized to
keep records, which will be part of the stock transfer records, in
which it will note the names and registered address of Shareholders
and the number of Shares and fractions thereof owned by them.
Section 7. In addition to the duties and functions above-mentioned,
FPS will perform the usual duties and functions of a stock transfer agent
for an investment company as listed in Schedule "A" attached hereto. FPS
may rely conclusively and act without further investigation upon any list,
instruction, certification, authorization or other instrument or paper
reasonably believed by FPS in good faith, to be genuine and unaltered, and
to have been signed, countersigned, or executed by duly authorized person
or persons, or upon the instructions of any officer of the Trust, or upon
the advice of counsel for the Trust or for FPS. FPS may record any transfer
of Shares which it reasonably believes to have been duly authorized or
may refuse to record any transfer of Shares if in good faith FPS
deems such refusal necessary in order to avoid any liability either
of the Trust or FPS. The Trust agrees to indemnify and hold harmless
FPS from and against any and all losses, costs, claims, and liability
which it may suffer or incur by reason of such reliance or acting or
refusing to act. FPS shall maintain and reconcile all operating bank
accounts necessary to facilitate all transfer agency processes;
including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
Section 8. In the event of any request or demand for the
inspection of the Share records of the Series is received, FPS shall
use its best efforts to notify the Trust and to secure instructions
as to permitting or refusing such inspection. FPS may, however,
exhibit such records to any person in any case where it is advised by
its counsel that it may be held liable for failure to do so.
ISSUANCE OF SHARES
Section 9. Prior to the daily determination of net asset value
in accordance with the Series' Prospectus and Statement of Additional
Information, FPS shall process all purchase orders received since the
last determination of the Series' net asset value.
FPS shall calculate daily the amount available for investment
in Shares at the net asset value determined by the Series' pricing
agent as of the close of regular trading on the New York Stock
Exchange, the number of Shares and fractional Shares to be purchased
and the net asset value to be deposited with the Trust's custodian
bank (the "Custodian"). FPS shall place a purchase order daily with
the appropriate Series for the proper number of Shares and fractional
Shares to be purchased and confirm such number to the Trust, in
writing.
Section 10. Share certificates will not be issued in
conjunction with the sale of Shares.
Section 11. FPS, having made the calculations provided for
above, shall thereupon pay over the net asset value of Shares
purchased to the Custodian. The proper number of Shares and
fractional Shares shall then be issued daily and credited by FPS to
the Shareholder Registration Records. The Shares and fractional
Shares purchased for each Shareholder will be credited by FPS to that
Shareholder's separate account. FPS shall mail to each Shareholder a
confirmation of each purchase, with copies to the Trust, if
requested. Such confirmations will show the prior Share balance, the
new Share balance, the amount invested and the price paid for the
newly purchased Shares.
REDEMPTIONS
Section 12. FPS shall, prior to the daily determination of net
asset value in accordance with the Series' Prospectus and Statement
of Additional Information, process all requests from Shareholders to
redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payments or the like.
Thereupon, FPS shall advise the Trust of the total number of Shares
available for redemption and the number of Shares and fractional
Shares requested to be redeemed. FPS shall furnish the Trust with an
appropriate confirmation of the redemption and process the redemption
by filing with the Custodian an appropriate statement and make the
proper distribution and application of the redemption proceeds in
accordance with the Series' Prospectus and Statement of Additional
Information then in effect. The stock registry books recording
outstanding Shares, the shareholder registration records and the
individual account of the Shareholder shall be properly debited.
Section 13. The proceeds of redemption shall be remitted by
FPS by check mailed to the Shareholder at the Shareholder's
registered address or wired to an authorized bank account in
accordance with the Series' Prospectus and Statement of Additional
Information then in effect.
For the purposes of redemption of Shares which have been
purchased within 15 days of a redemption request, the Trust shall
provide FPS, from time to time, with Written Instructions concerning
the time within which such requests may be honored.
DIVIDENDS
Section 14. The Trust shall notify FPS of the date of each
dividend declaration or capital gains distribution. In addition, the
Trust shall provide to FPS five business days' prior written notice
of the record date for determining the Shareholders entitled to
payment. The per-share payment amount of any dividend or capital
gain shall be determined by the Trust and communicated to FPS.
Section 15. On or before each payment date, the Trust will
notify FPS of the total amount of the dividend or distribution
currently payable. FPS will, on the designated payment date,
automatically reinvest all dividends in additional Shares except in
cases where Shareholders have elected to receive distribution in
cash, in which case FPS will mail distribution checks to the
Shareholders for the proper amounts payable to them from monies
transferred by the Custodian to FPS for that purpose.
FEES
Section 16. The Trust agrees to pay FPS compensation for its
services and to reimburse it for expenses, at the rates and amounts
as set forth in Schedule "B" attached hereto, and as shall be set
forth in any amendments to such Schedule "B" approved by the Trust
and FPS. The Trust agrees and understands that FPS's compensation
will be comprised of two components, payable on a monthly basis, as
follows:
(i) an annual shareholder Account Maintenance Fee
calculated by multiplying the monthly average number of accounts for
Class A Shares and Class D Shares of the Trust by one twelfth
(1/12th) the respective account fee as stated in Schedule "B",
subject to a minimum fee per class, which the Trust hereby authorizes
FPS to collect by debiting the Trust's custody account for invoices
which are rendered for the services performed for the applicable
function. The invoices for the services performed will be sent to
the Trust after such debiting with the indication that payment has
been made; and
(ii) reimbursement of any reasonable out-of-pocket
expenses paid by FPS on behalf of the Trust, which out-of-pocket
expenses will be billed to the Trust within the first ten calendar
days of the month following the month in which such out-of-pocket
expenses were incurred. The Trust agrees to reimburse FPS for such
expenses within ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to FPS, the value
of the Series' net assets shall be computed at the times and in the
manner specified in the Series' Prospectus and Statement of
Additional Information then in effect.
During the term of this Agreement, should the Trust seek
services or functions in addition to those outlined above or in
Schedule "A" attached, a written amendment to this Agreement
specifying the additional services and corresponding compensation
shall be executed by both FPS and the Trust.
GENERAL PROVISIONS
Section 17. FPS shall maintain records (which may be part of
the stock transfer records) in connection with the issuance and
redemption of Shares, and the disbursement of dividends and dividend
reinvestments, in which will be noted the transactions effected for
each Shareholder and the number of Shares and fractional Shares owned
by each Shareholder. FPS agrees to make available upon request and
to preserve for the periods prescribed in Rule 31a-2 under the Act,
any records relating to services provided under this Agreement which
are required to be maintained by Rule 31a-1 under the Act.
Section 18. In addition to the services as Transfer Agent and
dividend disbursing agent set forth above, FPS may perform other
services for the Trust as agreed upon from time to time, including
but not limited to, preparation of and mailing Federal Tax
Information Forms and mailing semi-annual reports to shareholders of
the Trust.
Section 19. Nothing contained in this Agreement is intended to
or shall require FPS in any capacity hereunder, to perform any
functions or duties on any holiday, day of special observance or any
other day on which the New York Stock Exchange is closed. Functions
or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which the New York
Stock Exchange is open.
Section 20. Limitation of Liability
(a) FPS, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the
performance of this Agreement that result from willful misfeasance,
bad faith, negligence or reckless disregard on the part of FPS
in the performance of its obligations and duties under this
Agreement.
(b) Any person, even though a director, officer, employee,
shareholder or agent of FPS, who may be or become an officer,
director, employee or agent of the Trust, shall be deemed when
rendering services to such entity or acting on any business of such
entity (other than services or business in connection with FPS's
duties under the Agreement), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless FPS, its directors,
officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which FPS may
sustain or incur or which may be asserted against FPS by any person
by reason of, or as a result of (i) any action taken or omitted to be
taken by FPS in good faith, (ii) any action taken or omitted to be
taken by FPS in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably
believed by FPS to be genuine and signed, countersigned or executed
by any duly authorized person, upon the oral or written instruction
of an authorized person of the Trust or upon the opinion of legal
counsel to the Trust; or (iii) any action taken in good faith or
omitted to be taken by FPS in connection with its appointment in
reliance upon any law, act, regulation or interpretation of the same
even though the same may thereafter have been altered, changed,
amended or repealed. Indemnification under this subparagraph shall
not apply, however, to actions or omissions of FPS or its directors,
officers, employees, shareholders or agents in cases of its or their
willful misfeasance, bad faith, negligence or reckless
disregard of its or their duties hereunder.
If a claim is made against FPS as to which FPS may seek
indemnity under this Section, FPS shall notify the Trust promptly
after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and shall notify the Trust
promptly of any action commenced against FPS within ten (10) days
after FPS shall have been served with a summons or other legal
process, giving information as to the nature and basis of the claim.
Failure to notify the Trust shall not, however, relieve the Trust
from any liability which it may have on account of the indemnity
under this Section 20(c) if the Trust has not been prejudiced in any
material respect by such failure.
The Trust and FPS shall cooperate in the control of the defense
of any action, suit or proceeding in which FPS is involved and for
which indemnity is being provided by the Trust to FPS. The Trust may
negotiate the settlement of any action, suit or proceeding subject to
FPS's approval, which shall not be unreasonably withheld. FPS shall
have the right, but not the obligation, to participate in the defense
or settlement of a claim or action, with its own counsel, but any
costs or expenses incurred by FPS in connection with, or as a result
of, such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an
action or proceeding and to retain its own counsel, and the
reasonable fees and expenses of such counsel shall be borne by the
Trust (which shall pay such fees, costs and expenses at least
quarterly) if:
(i) FPS has received an opinion of counsel stating
that the use of counsel chosen by the Trust to represent FPS would
present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such
action or proceeding include both FPS and the Trust, and legal
counsel to FPS shall have reasonably concluded that there are legal
defenses available to it which are different from or additional to
those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which case the
Trust shall not have the right to direct the defense of such action
on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ
separate counsel at the expense of the Trust. Notwithstanding
anything to the contrary herein, it is understood that the Trust
shall not, in connection with any action, suit or proceeding or
related action, suit or proceeding, be liable under this Agreement
for the fees and expenses of more than one firm.
(d) The terms of this Section 20 shall survive the
termination of this Agreement.
Section 21. FPS is authorized, upon receipt of Written
Instructions from the Trust, to make payment upon redemption of
Shares without a signature guarantee. The Trust hereby agrees to
indemnify and hold FPS, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities,
actions, demands, losses whatsoever arising out of or in connection
with a payment by FPS upon redemption of Shares pursuant to Written
Instructions and without a signature guarantee.
Section 22.
(a) The term of this Agreement shall be for a period of
two (2) years, commencing on the date which the Trust's registration
statement is declared effective by the U.S. Securities and Exchange
Commission ("Effective Date") and shall continue thereafter on a year
to year term subject to termination by either Party as set forth in
(c) below.
(b) The fee schedule set forth in Schedule "B" attached
shall be fixed for two (2) years commencing on the Effective Date of
this Agreement and shall continue thereafter subject to review and
adjustment as determined by the Parties.
(c) After the initial term of this Agreement, the Trust
or FPS may give written notice to the other of the termination of
this Agreement, such termination to take effect at the time specified
in the notice, which date shall not be less than one hundred eighty
(180) days after the date of receipt of such notice. Upon the
effective termination date, the Trust shall pay to FPS such
compensation as may be due as of the date of termination and shall
likewise reimburse FPS for any out-of-pocket expenses and
disbursements reasonably incurred by FPS to such date.
(d) If a successor to any of FPS's duties or
responsibilities under this Agreement is designated by the Trust by
written notice to FPS in connection with the termination of this
Agreement, FPS shall promptly, upon such termination and at the
expense of the Trust, transfer all required records which are the
property of the Trust and shall cooperate in the transfer of such
records, and its duties and responsibilities under the Agreement.
Section 23. The Trust shall file with FPS a certified copy of
each resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as
provided in Section 1 of this Agreement.
Section 24. This Agreement may be amended from time to time by
a supplemental agreement executed by the Trust and FPS.
Section 25. Except as otherwise provided in this Agreement,
any notice or other communication required by or permitted to be
given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first class mail, postage
prepaid, to the respective parties as follows:
If to the Trust: If to FPS:
Xxxxxx X. Xxxxxxx and Associates FPS Services, Inc.
10100 Santa Xxxxxx Boulevard 3200 Horizon Drive, X.X. Xxx 00000
Xxx Xxxxxxx, XX 00000-0000 King of Xxxxxxx, XX 00000-0000
Attn: G. Xxxxxx Xxxxxxx, President Attn: Xxxxxxx X. Xxxxx, President
Section 26. Authority of Signatories The Parties represent
and warrant to each other that the execution and delivery of this
Agreement by the undersigned officer of each Party has been duly and
validly authorized; and, when duly executed, this Agreement will
constitute a valid and legally binding enforceable obligation of each
Party. The obligations under this Agreement shall be binding upon
the assets and property of the Trust and shall not be binding upon
any officer or shareholder of the Series individually.
Section 27. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but one
and the same instrument.
Section 28. This Agreement shall extend to and shall be
binding upon the Parties and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the
Trust without the written consent of FPS or by FPS without the
written consent of the Trust, authorized or approved by a resolution
of their respective Boards of Directors or Trustees.
Section 29. This Agreement shall be governed by the laws of
the State of California and the exclusive venue of any action arising
under this Agreement shall be Xxxxxxxxxx County, Commonwealth of
Pennsylvania.
Section 30. No provision of this Agreement may be amended or
modified, in any manner except in writing, properly authorized and
executed by FPS and the Trust.
Section 31. If any part, term or provision of this Agreement
is held by any court to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held
to be illegal or invalid, provided that the basic agreement is not
thereby substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement consisting in its entirety, of eleven typewritten pages,
together with Schedules "X," "X" and "C," to be signed by their duly
authorized officers as of the day and year first above written.
The Bjurman Funds
/s/ G. Xxxxxx Xxxxxxx
____________________________________
By: G. Xxxxxx Xxxxxxx, Co-President
/s/ O. Xxxxxx Xxxxx, III
______________________________________
By: O. Xxxxxx Xxxxx, III, Co-President
FPS Services, Inc.
/s/ Xxxxxxx X. Xxxxx
____________________________________
By: Xxxxxxx X. Xxxxx, President
Schedule "A"
Transfer Agent/Shareholder Services
for
The Bjurman Funds
The following is a list of Services to be provided under this
Agreement:
I. - Shareholder File
1. Establish new accounts and enter demographic data
into shareholder base. Includes in-house processing
and NSCC - FundSERV - Networking transmissions.
2. Create Customer Information File (CIF) to link
accounts within the Fund and across funds within the
Fund Group. Facilitates account maintenance, lead
tracking, quality control, household mailings and
combined statements.
3. 100% quality control of new account information
including verification of initial investment.
* 4. Systematic linkage of shareholder accounts with exact
matches on social security number and address for the
purpose of consolidated account history reporting.
Periodic production of laser printed combined
statements.
* 5. Production of household mailing labels which enable
the Fund to do special mailings to each address in
the Fund Group rather than each account.
6. Maintain account and customer file records, based on
shareholder request and routine quality review.
7. Maintain tax ID certification and NRA records for
each account, including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity,
dividends, on-request, third party and periodic
mailings.
* 10. Produce shareholder lists, labels and ad hoc reports
to Trust management as requested.
11. Automated processing of dividends and capital gains
with daily, monthly, quarterly or annual
distributions. Payment options include reinvestment,
directed payment to another fund, cash via mail, Fed
wire or ACH.
12. Image all applications, account documents, data
changes, correspondence, monetary transactions, and
other pertinent shareholder documents.
II. - Shareholder Services
1. Provide quality service through a staff of highly
trained NASD licensed customer service personnel,
including phone, research and correspondence
representatives.
2. Answer shareholder calls: provide routine account
information, transaction details including direct and
wire purchases, redemptions, exchanges systematic
withdraws, pre-authorized drafts, FundSERV and wire
order trades, problem solving and process telephone
transactions.
* 3. Customized recording of fund prices daily after
regular business hours for shareholder access.
4. Silent monitoring of shareholder calls by the phone
supervisor to ensure exceptional customer service.
5. Record and maintain tape recordings of all
shareholder calls for a six month period.
6. Phone Supervisor produces daily management reports of
shareholder calls which track volumes, length of
calls, average wait time and abandoned call rates to
ensure quality service.
7. Phone representatives are throughly trained through
in house training programs on the techniques of
providing Exceptional Customer Service.
8. Customer inquiries received by letter or telephone
are thoroughly researched by a correspondence team
member. These inquiries include such items as,
account/customer file information, complete
historical account information, stop payments on
checks and transaction details and lost certificates.
III. - Investment Processing
1. Initial investment (checks or Fed wires).
2. Subsequent investments (checks or Fed wires)
processed through lock box.
3. Pre-authorized investments (PAD) through ACH system.
4. Government allotments through ACH system.
5. Prepare and process daily bank deposit of shareholder
investments.
* 6. NSCC - Fund/SERV trades.
IV. - Redemption Processing
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal file and process
automated transactions on monthly basis.
4. Issue checkbooks and process checkbook redemption
through agent bank.
5. Redemption proceeds distributed to shareholder by
check, Fed wire or ACH processing.
* 6. Provide NSCC - Fund/SERV trade processing.
V. - Exchange & Transfer Processing
1. Process legal transfers.
2. Process exchange transactions (letter and telephone requests).
3. Process ACATS transfers.
VI. - Retirement Plans
1. Fund sponsored IRAs offered using Semper Trust
Company as custodian. Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70 1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-XXX plans offered using Semper
Trust Company as custodian. Services include those
listed under IRAs and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
VII. - Settlement & Control
1. Daily review of processed shareholder transactions to
assure input was processed correctly. Accurate trade
activity figures passed to Fund's Accounting Agent by
10:00 am EST.
2. Preparation of daily cash movement information to be
passed to Fund's Accounting Agent and Custodian Bank
by 10:00 a.m. EST for use in determining the Fund's
daily cash availability.
3. Prepare a daily share reconcilement which balances
the shares on the Transfer Agent system to those on
the books of the Fund.
4. Resolve any outstanding share or cash issues that are
not cleared by trade date + 2.
5. Process shareholder adjustments to include the proper
notification of any booking entries needed, as well
as any necessary cash movement.
6. Settlement and review of the Fund's declared
dividends and capital gains to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after
dividend is posted. Verify the posting date
shares, the rate used and the NAV price of
reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Fund's Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement sheets for the cash
portion of the dividend payout on payable date.
7. Placement of stop payments on dividend and
liquidation checks as well as the issuance of their
replacements.
8. Maintain inventory control for dividend check form.
9. Aggregate tax filings for all FPS clients. Monthly
deposits to the IRS of all types withheld from
shareholder disbursements, distributions and foreign
account distributions. Correspond with the IRS
concerning any of the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV
activity.
IX. - Year End Processing
1. Maintain shareholder records in accordance with IRS
notices for under-reporting and invalid Tax IDs.
This includes initiating 31% backup withholding and
notifying shareholders of their tax status and the
corrective action which is needed.
2. Conduct annual W-9 solicitation of all uncertified
accounts. Update account tax status to reflect
backup withholding or certified status depending upon
responses.
3. Conduct periodic W-8 solicitation of all non-resident
alien shareholder accounts. Update account tax
status with updated shareholder information and
treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in
transaction and distribution reporting and
specifications for the production of forms to ensure
compliance.
5. Coordinate year end activity with client. Activities
include producing year end statements, scheduling
record dates for year dividends and capital gains,
production of combined statements and printing of
inserts to be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign
off on all distributions paid year to date. Dates
and rates must be authorized so that they can be used
for reporting to the IRS.
7. Coordinate the ordering of form and stock envelopes
from vendor in preparation of tax reporting. Review
against IRS requirements to ensure accuracy.
8. Prepare form flashes for the microfiche vendor. Test
and oversee the production of fiche for year end
statements and tax forms.
9. Match and settle tax reporting totals to fund records
and on-line data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and
year end valuations. Quality assure forms before
mailing to shareholders.
11. Monitor IRS deadlines and special events such as
cross over dividends and prior year XXX
contributions.
12. Prepare IRS magnetic tapes and appropriate forms for
the filing of all reportable activity to the Internal
Revenue Service.
X. - Client Services
1. An Account Manager is assigned to each relationship.
The Account Manager acts as the liaison between the
Fund and the Transfer Agency. Responsibilities
include scheduling of events, system enhancement
implementation, special promotion/event
implementation and follow-up, and constant Fund
interaction on daily operational issues.
Specifically:
a. Scheduling of dividends, proxies, report mailings
and special mailings.
b. Coordinate with the Fund the shipment of materials
for scheduled mailings.
c. Liaison between the Fund and support services for
preparation of proofs and eventual printing of
statement forms, certificates, proxy cards,
envelopes, etc.
d. Handle all notification to the client regarding
proxy tabulation through the meeting. Coordinate
scheduling of materials including voted cards,
tabulation letters, and shareholder list to be
available for the meeting.
e. Order special reports, tapes, discs for special
systems requests received.
f. Implement new operational procedures, i.e., check
writing feature, load discounts, minimum waivers,
sweeps, telephone options, PAD promotions, etc.
g. Coordinate with systems, services and operations,
special events, i.e., mergers, new fund start ups,
small account liquidations, combined statements,
household mailings, additional mail files, etc.
h. Prepare standard operating procedures and review
prospectuses for new start up funds and our
current client base. Coordinate implementation of
suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency
staff regarding all service and operational
issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager
and mailroom.
c. Provide daily report totals to Account Manager for
client notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes
and updates at the Fund's direction.
b. Provide daily and monthly reports to enable the
Fund to do necessary state filings.
* Separate fees will apply for these services.
DAILY REPORTS
REPORT NUMBER REPORT DESCRIPTION
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
MONTHLY REPORTS
REPORT DESCRIPTION
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
Month To Date Sales - Demographics by Account Group
Account Analysis by Type
Schedule "B"
Shareholder Services and Transfer Agent Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date
as that term is defined in the Agreement.
I. Transfer Agent and Shareholder Services:
$20.00 per account per year per portfolio
$21.00 per account per year per portfolio for share classes
with 12b-1 trails.
Minimum monthly fee - $2,250 per portfolio
Each additional class minimum monthly fee is $1,250.
II. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
Account Maintenance Fee- $12.00 per account per year
(normally charged to participants)
III. FUND/SERV Processing (if applicable)
$1,000 One time start-up fee
IV. Networking Processing (if applicable)
$1,000 One time start-up fee
V. Out of Pocket Expenses:
The Bjurman Funds will reimburse FPS Services monthly for all
reasonable out-of-pocket expenses, including postage,
stationery (statements), telecommunications (telephone, fax,
dedicated 800 line, on-line access), special reports,
transmissions, records retention, tapes, couriers and any pre-approved
travel expenses.
VI. Additional Services
Activities of a non-recurring nature including but not limited
to fund consolidations, mergers, acquisitions, reorganizations
or the addition or deletion of a series are not included
herein, and will be quoted separately. To the extent The Bjurman
Funds should decide to issue additional separate classes of
shares, additional fees will apply. Any enhanced services,
programming requests or reports will be quoted upon request.
Schedule "C"
Identification of Series
Below are listed the "Series" to which services under this Agreement
are to be performed as of the execution date of the Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by agreement of
the Parties.
