PERRITT MICROCAP OPPORTUNITIES FUND, INC. TRANSFER AGENT SERVICING AGREEMENT
▇▇▇▇▇▇▇
MICROCAP OPPORTUNITIES FUND, INC.
THIS
AGREEMENT is made and entered into as of this 1st day
of February, 2009, by and between ▇▇▇▇▇▇▇ MICROCAP OPPORTUNITIES FUND,
INC., a Maryland corporation (the "Company") and
U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of administering transfer and
dividend disbursing agent functions for the benefit of its customers;
and
WHEREAS,
the Company desires to retain USBFS to provide transfer and dividend disbursing
agent services to the series of the Company listed on Exhibit A hereto
(as amended from time to time) (the “Fund”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
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1.
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Appointment
of USBFS as Transfer Agent
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The
Company hereby appoints USBFS as transfer agent of the Company on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed by
or may be asserted against USBFS hereunder.
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2.
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Services
and Duties of USBFS
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USBFS
shall provide the following transfer agent and dividend disbursing agent
services to the Fund:
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A.
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Receive
and process all orders for the purchase, exchange, and/or redemption of
shares in accordance with Rule 22c-1 under the 1940
Act.
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B.
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Process
purchase orders with prompt delivery, where appropriate, of payment and
supporting documentation to the Company’s custodian, and issue the
appropriate number of uncertificated shares with such uncertificated
shares being held in the appropriate shareholder
account.
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1
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C.
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Arrange
for the issuance of shares obtained through transfers of funds from Fund
shareholders’ accounts at financial institutions and arrange for the
exchange of shares for shares of other eligible investment companies, when
permitted by the Fund’s prospectus (the
“Prospectus”).
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D.
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Process
redemption requests received in good order and, where relevant, deliver
appropriate documentation to the Company's
custodian.
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E.
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Pay
monies upon receipt from the Company's custodian, where relevant, in
accordance with the instructions of redeeming
shareholders.
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F.
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Process
transfers of shares in accordance with the shareholder's instructions,
after receipt of appropriate documentation from the shareholder as
specified in the Prospectus.
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G.
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Process
exchanges between Funds and/or classes of shares of Funds both within the
same family of funds and with a First American Money Market Fund, if
applicable.
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H.
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Prepare
and transmit payments for dividends and distributions declared by the
Company with respect to the Fund, after deducting any amount required to
be withheld by any applicable laws, rules and regulations and in
accordance with shareholder
instructions.
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I.
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Serve
as the Fund’s agent in connection with accumulation, open account or
similar plans (e.g., periodic investment plans and periodic withdrawal
plans).
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J.
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Make
changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment,
dividend reinvestment).
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K.
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Handle
load and multi-class processing, including rights of accumulation and
purchases by letters of intent.
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L.
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Record
the issuance of shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a record of the total number of shares of
the Fund which are authorized, issued and
outstanding.
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M.
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Prepare
shareholder meeting lists and, as necessary, mail, receive and tabulate
proxies.
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N.
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Mail
shareholder reports and Prospectuses to current
shareholders.
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2
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O.
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Prepare
and file U.S. Treasury Department Forms 1099 and other appropriate
information returns required with respect to dividends and distributions
for all shareholders.
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P.
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Provide
shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the
Company.
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Q.
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Mail
requests for shareholders’ certifications under penalties of perjury and
pay on a timely basis to the appropriate federal authorities any taxes to
be withheld on dividends and distributions paid by the Company, all as
required by applicable federal tax laws and
regulations.
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R.
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Provide
a Blue Sky system that will enable the Company to monitor the total number
of shares of the Fund sold in each state; provided that the Company, not
USBFS, is responsible for ensuring that shares are not sold in violation
of any requirement under the securities laws or regulations of any
state.
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S.
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Answer
correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder.
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T.
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Reimburse
the Fund each month for all material losses resulting from “as of”
processing errors for which USBFS is responsible in accordance with the
“as of” processing guidelines set forth on Exhibit B
hereto.
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3.
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Lost
Shareholder Due Diligence Searches and
Servicing
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The
Company hereby acknowledges that USBFS has an arrangement with an outside vendor
to conduct lost shareholder searches required by Rule 17Ad-17 under the
Securities Exchange Act of 1934, as amended. Costs associated with
such searches will be passed through to the Company as an out-of-pocket expense
in accordance with the fee schedule set forth in Exhibit C
hereto. If a shareholder remains lost and the shareholder’s account
unresolved after completion of the mandatory Rule 17Ad-17 search, the Company
hereby authorizes vendor to enter, at its discretion, into fee sharing
arrangements with the lost shareholder (or such lost shareholder’s
representative or executor) to conduct a more in-depth search in order to locate
the lost shareholder before the shareholder’s assets escheat to the applicable
state. The Company hereby acknowledges that USBFS is not a party to
these arrangements and does not receive any revenue sharing or other fees
relating to these arrangements. Furthermore, the Company hereby
acknowledges that vendor may receive up to 35% of the lost shareholder’s assets
as compensation for its efforts in locating the lost shareholder.
3
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4.
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Anti-Money
Laundering and Red Flag Identity Theft
Programs
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The
Company acknowledges that it has had an opportunity to review, consider and
comment upon the written procedures provided by USBFS describing various tools
used by USBFS which are designed to promote the detection and reporting of
potential money laundering activity by monitoring certain aspects of shareholder
activity as well as written procedures for verifying a customer’s identity
(collectively, the “Procedures”). Further, the Company has determined
that the Procedures, as part of the Company’s overall anti-money laundering
program and Red Flag Identity Theft Prevention program, are reasonably designed
to prevent the Fund from being used for money laundering or the financing of
terrorist activities and to achieve compliance with the applicable provisions of
the Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of
2001 and the implementing regulations thereunder.
Based on
this determination, the Company hereby instructs and directs USBFS to implement
the Procedures on the Company’s behalf, as such may be amended or revised from
time to time. It is contemplated that these Procedures will be
amended from time to time by the parties as additional regulations are adopted
and/or regulatory guidance is provided relating to the Company’s anti-money
laundering and identity theft responsibilities.
USBFS
agrees to provide to the Company:
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(a)
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Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering or
identity theft activities in connection with the Company or any
shareholder of the Fund;
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(b)
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Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering or identity
theft activities, provided that the Company agrees not to communicate this
information to the customer;
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(c)
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Any
reports received by USBFS from any government agency or applicable
industry self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring or the Red Flag Identity Theft Prevention Program on
behalf of the Company;
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(d)
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Prompt
written notification of any action taken in response to anti-money
laundering violations or identity theft activity as described in (a), (b)
or (c); and
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(e)
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Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the
Company.
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The
Company hereby directs, and USBFS acknowledges, that USBFS shall (i) permit
federal regulators access to such information and records maintained by USBFS
and relating to USBFS’s implementation of the Procedures, on behalf of the
Company, as they may request, and (ii) permit such federal regulators to inspect
USBFS’s implementation of the Procedures on behalf of the Company.
4
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5.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit C hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Company shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the
billing notice, except for any fee or expense subject to a good faith
dispute. The Company shall notify USBFS in writing within 30 calendar
days following receipt of each invoice if the Company is disputing any amounts
in good faith. The Company shall pay such disputed amounts within 10
calendar days of the day on which the parties agree to the amount to be
paid. With the exception of any fee or expense the Company is
disputing in good faith as set forth above, unpaid invoices shall accrue a
finance charge of 1½% per month after the due date. Notwithstanding
anything to the contrary, amounts owed by the Company to USBFS shall only be
paid out of assets and property of the particular Fund involved.
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6.
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Representations
and Warranties
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A.
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The
Company hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties;
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement; and
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5
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(4)
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A
registration statement under the 1940 Act and the Securities Act of 1933,
as amended, will be made effective prior to the effective date of this
Agreement and will remain effective during the term of this Agreement, and
appropriate state securities law filings will be made prior to the
effective date of this Agreement and will continue to be made during the
term of this Agreement as necessary to enable the Company to make a
continuous public offering of its
shares.
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B.
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USBFS
hereby represents and warrants to the Company, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties;
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement; and
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(4)
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It
is a registered transfer agent under the Exchange
Act.
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7.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Company in connection
with its duties under this Agreement, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies
beyond USBFS’s control, except a loss arising out of or relating to
USBFS’s refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence, or willful misconduct in the performance
of its duties under this Agreement. Notwithstanding any other
provision of this Agreement, if USBFS has exercised reasonable care in the
performance of its duties under this Agreement, the Company shall
indemnify and hold harmless USBFS from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that USBFS may sustain or incur or
that may be asserted against USBFS 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 USBFS by any duly authorized
officer of the Company, as approved by the Board of Directors of the
Company (the “Board of Directors”), except for any and all claims,
demands, losses, expenses, and liabilities arising out of or relating to
USBFS’s refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence or willful misconduct in the performance of
its duties under this Agreement. This indemnity shall be a
continuing obligation of the Company, its successors and assigns,
notwithstanding the termination of this Agreement. As used in
this paragraph, the term “USBFS” shall include USBFS’s directors, officers
and employees.
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6
USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that the Company may sustain or incur or
that may be asserted against the Company by any person arising out of any action
taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure
to comply with the terms of this Agreement, or from its bad faith, negligence,
or willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Company” shall
include the Company’s directors, officers and employees.
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
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
USBFS. USBFS 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 USBFS’s premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Company, at such times as
the Company may reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS relating to the
services provided by USBFS under this Agreement.
7
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
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B.
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In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 6 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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D.
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If
USBFS is acting in another capacity for the Company pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
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8.
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Data
Necessary to Perform Services
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The
Company or its agent shall furnish to USBFS the data necessary to perform the
services described herein at such times and in such form as mutually agreed
upon.
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9.
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Proprietary
and Confidential Information
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USBFS
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 of the Company (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 (i) after prior notification to
and approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by the
Company. Records and other information which have become known to the
public through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to receipt thereof from the Company or its agent, shall not be subject to
this paragraph.
8
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to
Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Company and its
shareholders.
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10.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Company, but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. USBFS agrees that all such records prepared
or maintained by USBFS relating to the services to be performed by USBFS
hereunder are the property of the Company and will be preserved, maintained, and
made available in accordance with such applicable sections and rules of the 1940
Act and will be promptly surrendered to the Company or its designee on and in
accordance with its request.
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11.
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Compliance
with Laws
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The
Company has and retains primary responsibility for all compliance matters
relating to the Fund, including but not limited to compliance with the 1940 Act,
the Internal Revenue Code of 1986, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the USA
Patriot Act of 2001 and the policies and limitations of the Fund relating to its
portfolio investments as set forth in its Prospectus and statement of additional
information. USBFS’s services hereunder shall not relieve the Company
of its responsibilities for assuring such compliance or the Board of Director’s
oversight responsibility with respect thereto.
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12.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. This Agreement
may be terminated by either party upon giving 90 days prior written notice to
the other party or such shorter period as is mutually agreed upon by the
parties. Notwithstanding the foregoing, this Agreement may be
terminated by any party upon the breach of the other party of any material term
of this Agreement if such breach is not cured within 15 days of notice of such
breach to the breaching party. This Agreement may not be amended or
modified in any manner except by written agreement executed by USBFS and the
Company, and authorized or approved by the Board of Directors.
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13.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Company, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Company (if such form differs from the form in
which USBFS has maintained the same, the Company shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records, and other data by
such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Company.
9
14. Early
Termination
In the
absence of any material breach of this Agreement, should the Company elect to
terminate this Agreement prior to the end of the three year term, the Company
agrees to pay the following fees:
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a.
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all
monthly fees through the life of the contract, including the rebate of any
negotiated discounts;
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b.
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all
fees associated with converting services to successor service
provider;
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c.
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all
fees associated with any record retention and/or tax reporting obligations
that may not be eliminated due to the conversion to a successor service
provider;
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d.
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all
out-of-pocket costs associated with a-c
above.
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15. Assignment
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Company without the written consent of USBFS, or by
USBFS without the written consent of the Company accompanied by the
authorization or approval of the Company’s Board of Directors.
16. Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Securities and
Exchange Commission thereunder.
17. No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
10
18. Services
Not Exclusive
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
19. Invalidity
Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
20. Notices
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
and
notice to the Company shall be sent to:
▇▇▇▇▇▇▇ Capital Management,
Inc.
Attention: President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
11
21. Multiple
Originals
This
Agreement may be executed on 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.
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 date first above
written.
| ▇▇▇▇▇▇▇ MICROCAP OPPORTUNITIES FUND, INC. | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: President | Title: Executive Vice President |
12
Exhibit
A
to
the
Fund
Names
|
Name of Series
|
Date Added
|
|
▇▇▇▇▇▇▇
Microcap Opportunities Fund
|
4/11/1988
|
A-1
Exhibit
B
to
the
As
Of Processing Policy
USBFS will reimburse each Fund for any
Net Material Loss that may exist on the Fund’s books and for which USBFS is
responsible, at the end of each calendar month. “Net Material Loss”
shall be defined as any remaining loss, after netting losses against any gains,
which impacts a Fund’s net asset value per share by more than ½
cent. Gains and losses will be reflected on the Fund’s daily share
sheet, and the Fund will be reimbursed for any net material loss on a monthly
basis. USBFS will reset the as of ledger each calendar month so that
any losses which do not exceed the materiality threshold of ½ cent will not be
carried forward to the next succeeding month. USBFS will notify the
advisor to the Fund on the daily share sheet of any losses for which the advisor
may be held accountable.
B-1
Exhibit C to the Transfer Agent
Servicing Agreement/▇▇▇▇▇▇▇ Microcap Opportunities Fund, Inc.
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TRANSFER
AGENT & SHAREHOLDER SERVICES
ANNUAL
FEE SCHEDULE
Effective
February, 2009 for 3 Years
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Service Charges to the Fund*
Shareholder
Account Fee (Subject to Minimum)
No-Load -
$[ ]
/ open account
No-Load
- $[ ]
/closed Account
Annual
Minimum - $[ ]
Annual
Minimum on Institutional Class - $[ ]
Telephone
Calls - $[ ]
/Minute
Daily
Valuation Trades - $[ ]
/trade
Omnibus
Account Transactions
$[ ]
each – first [ ]
transactions
$[ ]
each – next [ ]
transactions
$[ ]
each – next [ ]
transactions
$
[ ]
each – next [ ]
transactions
$[ ]
each – balance of transactions
CCO
Support Services - $[ ]
per year
Lost
Shareholder Search - $[ ]
/search
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇ accounts)
[ ]
-[ ]
accounts - $[ ]
/year
[ ]
-[ ]
accounts - $[ ]
/year
[ ]
-[ ]
accounts - $[ ]
/year
[ ]
+ accounts - $[ ]
/year
AML
New Account Service - $[ ]
/new
domestic
accounts and $[ ]
/new foreign
account
ACH/EFT
Shareholder Services:
$[ ]
/month/fund group
$[ ]
/ACH item, setup, change
$[ ]
/correction, reversal
Out-of-pocket
Costs - Including but not limited to:
Telephone
toll-free lines, call transfers, etc.
Mailing,
sorting and postage
Stationery,
envelopes
Programming,
special reports
Insurance,
record retention, microfilm/fiche
Proxies,
proxy services
ACH
fees, NSCC charges
Disaster
Recovery – per open account
All
other out-of-pocket expenses
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Service Charges to Investors
Qualified
Plan Fees (Billed to Investors)
$[ ]
/qualified plan acct (Cap at $[ ]
/SSN)
$[ ]
/▇▇▇▇▇▇▇▇▇ ESA acct (Cap at $[ ]
/SSN)
$[ ]
/transfer to successor trustee
$[ ]
/participant distribution (Excluding SWPs)
$[ ]
/refund of excess contribution
Additional Shareholder Fees (Billed to
Investors)$
[ ] /outgoing wire
transfer
$[ ]
/overnight delivery
$[ ]
/telephone exchange
$[ ]
/return check or ACH
$[ ]
/stop
payment
$[ ]
/research request per account (Cap at $[ ]
/request) (For requested items of the second calendar
year [or previous] to the request)
Technology Charges
1. NSCC
Service Interface – All NSCC Services
Setup
- $[ ]
/fund group
2. Telecommunications
and Voice Services
Service
Setup - $[ ]
ATT transfer connect
VRU Setup - $[ ]
/fund group
3. Fund
Group Setup (first class) - $[ ]
/fund group
4. Fund
Setup - $[ ]
/fund/class (beyond first class)
5. Development/Programming
- $[ ]
/hour
6. File
Transmissions – subject to requirements
7. Selects
- $[ ]
per select, plus $[ ]
/Excel
8. Extraordinary
services – charged as incurred
Conversion of Records (if necessary) – Estimate to be
provided.
Custom processing, re-processing
All
other extraordinary services
9.
$[ ]
– Partial Prospect Services (taking calls,
entering on spreadsheet, e-mail to fund for fulfillment)
*Subject
to annual CPI increase, Milwaukee MSA.
Fees
are billed monthly.
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