Exhibit (h)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and
entered into as of this 24th day of January, 2003, by and between Permanent
Portfolio Family of Funds, 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 common stock in separate series, with each such
series representing interests in a separate portfolio of securities and other
assets; and
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 each series of the Company listed on Exhibit A hereto (as
amended from time to time) (each a “Fund”, collectively the
“Funds”).
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:
| 1. |
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. |
| 2. |
Services and Duties of USBFS
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USBFS
shall perform all of the customary services of a transfer agent and dividend
disbursing agent for the Funds, 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: |
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A. |
Receive orders for the purchase of shares.
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B. |
Process purchase orders with prompt delivery, where appropriate, of payment and
supporting documentation to the Company’s custodian, and issue the
appropriate number of either: (i) uncertificated shares with such uncertificated
shares being held in the appropriate shareholder account; or (ii) certificated
shares to be held by the shareholder where requested by the shareholder.
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C. |
Arrange for 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 current prospectus (“Prospectus”).
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D. |
Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Company’s
custodian.
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E. |
Pay monies upon receipt from the Company’s custodian, where relevant,
in accordance with the instructions of redeeming shareholders.
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F. |
Process transfers of shares in accordance with the shareholder’s
instructions.
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G. |
Process exchanges between Funds and/or classes of shares of Funds
within the Company.
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H. |
Prepare and transmit payments for dividends and distributions declared by the
Company with respect to the Funds, 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. |
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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J. |
Record the issuance of shares in each of the Funds 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
in each of the Funds which are authorized, issued and outstanding.
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K. |
Prepare shareholder meeting lists and, if applicable, mail, receive
and tabulate proxies.
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L. |
Mail shareholder reports and Prospectuses to current shareholders.
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M. |
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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N. |
Provide shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the Company.
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O. |
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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P. |
Provide a Blue Sky system that will enable the Company to monitor the total
number of shares of the Funds sold in each state. In addition, the Company or
its agent, including USBFS, shall identify to USBFS in writing those
transactions and assets, if any, to be treated as exempt from the Blue Sky
reporting for each state. The responsibility of USBFS 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.
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Q. |
Answer correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder and such other correspondence as may from time
to time be mutually agreed upon between USBFS and the Company.
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R. |
Reimburse the Funds 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 C hereto.
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| 3. |
Compliance with Government Rules and Regulations
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USBFS
undertakes to comply with all applicable requirements of the federal securities
laws, including but not limited to, the Exchange Act and the 1940 Act, and any
laws, rules and regulations of any governmental authorities having jurisdiction
with respect to the duties to be performed by USBFS hereunder. |
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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 B hereto. The Company
shall pay, or cause to be paid, all fees and reimbursable expenses within thirty
(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 thirty (30) calendar days following receipt of each invoice if
the Company is disputing any amounts in good faith. The Company shall settle
such disputed amounts within ten (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 one and one-half percent (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. |
| 5. |
Indemnification; Limitation of Liability
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A. |
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 matters to which this
Agreement relates, including losses resulting from mechanical breakdowns or the
failure of communication or power supplies beyond USBFS’s control, except
for a loss arising out of or relating to USBFS’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, 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) which USBFS may sustain or incur or
which 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, 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 bad faith, negligence or from willful misconduct on its
part in performance of its duties under this Agreement: (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,
such duly authorized officer to be included in a list of authorized officers
furnished to USBFS and as amended from time to time in writing by resolution of
the Board of Directors of the Company (the “Board of Directors” or
“Directors”).
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USBFS
shall indemnify and hold the Company, its agents and its affiliates, 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, its bad faith, negligence, or willful misconduct.
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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 beyond
USBFS’s control. 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.
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Notwithstanding the above, USBFS reserves the right to reprocess and correct
administrative errors at its own expense.
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B. |
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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| 6. |
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 (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 USBFS 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. |
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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 (the
“Act”). Notwithstanding the foregoing, USBFS will not share any
nonpublic personal information concerning any of the Company’s shareholders
with any third party unless specifically directed by the Company or allowed
under one of the exceptions noted under the Act. |
| 7. |
Anti-Money Laundering Program
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The
Company acknowledges that it has had an opportunity to review, consider and
comment upon the procedures provided by USBFS describing various tools designed
to promote the detection and reporting of potential money laundering activity by
monitoring certain aspects of shareholder activity (the “Monitoring
Procedures”) as well as written procedures for verifying a customer’s
identity (the “Customer Identification Procedures”), together referred
to as the “Procedures,” and the Company has determined that the
Procedures, as part of the Company’s overall anti-money laundering 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 provision of the Bank Secrecy Act and the implementing regulations
thereunder. |
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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. |
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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 responsibilities. |
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USBFS agrees to provide to the Company: |
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(a) |
Prompt written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering activity
in connection with the Company or any shareholder of the Fund;
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(b) |
Prompt written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering activity, provided
that the Company agrees not to communicate this information to the customer;
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(c) |
Any reports received by USBFS from any government agency or applicable industry
self-regulatory organization pertaining to USBFS’s anti-money laundering
monitoring on behalf of the Company;
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(d) |
Prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c); and
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(e) |
An annual report of its monitoring and customer identification activities on
behalf of the Company. USBFS shall provide such other reports on the monitoring
and customer identification activities conducted at the direction of the Company
as may be agreed to from time to time by USBFS and 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.
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| 8. |
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. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving
ninety (90) days prior written notice to the other party or such shorter period
as is mutually agreed upon by the parties. However, this Agreement, including
any Exhibits hereto, may only be amended by mutual written consent of the
parties. Notwithstanding the foregoing, either party may terminate this
Agreement during its initial three-year term in the event of a material breach
of this Agreement by the other party. |
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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 on and in accordance with its
request. Further, federal examiners shall have access to information and records
relating to anti-money laundering activities performed by USBFS hereunder and
USBFS consents to any inspection authorized by law or regulation in connection
thereof. |
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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. |
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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 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. |
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Data Necessary to Perform Services
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The Company or its agent, which may be USBFS, shall furnish to USBFS, the data
necessary to perform the services described herein at such times and in such
form as mutually agreed upon. If USBFS is also acting in another capacity for
the Company, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such capacity. |
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This
Agreement may not be assigned by either party without the prior written consent
of the other party. |
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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 (3) 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: |
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Notice to USBFS shall be sent to:
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U.S Bancorp Fund Services, LLC
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Attn: President
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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and notice to the Company shall be sent to:
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Permanent Portfolio Family of Funds, Inc.
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Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
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Transamerica Center
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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. |
PERMANENT PORTFOLIO
FAMILY OF FUNDS, INC.
U.S. BANCORP FUND SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Exhibit A
to the
Transfer Agent Servicing Agreement
Fund Names
Separate Series of Permanent Portfolio Family of Funds, Inc. |
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| Name of Series |
Date Added |
| Permanent Portfolio (No load shares) |
January 24, 2003 |
| Treasury ▇▇▇▇ Portfolio (No load shares) |
January 24, 2003 |
| Versatile Bond Portfolio (No load shares) |
January 24, 2003 |
| Aggressive Growth Portfolio (No load shares) |
January 24, 2003 |
US Bancorp
Fund Services, LLC |
TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE |
EXHIBIT B
U.S. Bancorp Fund Services, LLC
(Confidential-Pricing Valid for 45 Days)
Exhibit C
to the
Transfer Agent Servicing Agreement
As Of Processing Policy
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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 one-half (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 one-half (½) cent will not be carried forward to
the next succeeding month. USBFS will notify the investment adviser to the Fund
on the daily share sheet of any losses for which the investment adviser may be
held accountable. |