EXHIBIT 9.3
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of September,
1998, by and between KPM Funds, Inc., a Nebraska corporation (hereinafter
referred to as the "Company") and Firstar Trust Company, a corporation organized
under the laws of the State of Wisconsin (hereinafter referred to as "FTC").
WHEREAS, the Company is an open-end management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create separate series, each with its
own separate investment portfolio;
WHEREAS, FTC is a trust company and, among other things, is in the business
of administering transfer and dividend disbursing agent functions for the
benefit of its customers; and
WHEREAS, the Company desires to retain FTC to provide transfer and dividend
disbursing agent services to the Equity Fund (the "Fund") and each additional
series of the Company listed on Exhibit A attached hereto, as may be amended
from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Company and FTC agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Company hereby appoints FTC as Transfer Agent of the Company on the
terms and conditions set forth in this Agreement, and FTC hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein
2. DUTIES AND RESPONSIBILITIES OF FTC
FTC shall perform all of the customary services of a transfer agent and
dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:
A. Receive orders for the purchase of shares;
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 uncertificated shares with such
uncertificated shares being held in the appropriate shareholder
account;
C. Process redemption requests received in good order and, where relevant,
deliver appropriate documentation to the Company's custodian;
D. Pay monies upon receipt from the Company's custodian, where relevant,
in accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareholder's
instructions;
F. Process exchanges between funds and/or classes of shares of funds both
within the same family of funds and with the Portico Money Market Fund,
if applicable;
G. Prepare and transmit payments for dividends and distributions declared
by the Company with respect to the Fund;
H. Make changes to shareholder records, including, but not limited to,
address changes in plans (i.e., systematic withdrawal, automatic
investment, dividend reinvestment, etc.);
I. Record the issuance of shares of 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;
J. Prepare shareholder meeting lists and, if applicable, mail, receive and
tabulate proxies;
K. Mail shareholder reports and prospectuses to current shareholders;
L. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to dividends and
distributions for all shareholders;
M. Provide shareholder account information upon request and prepare and
mail confirmations and statements of account to shareholders for all
purchases, redemptions and other confirmable transactions as agreed
upon with the Company;
N. Provide a Blue Sky System which will enable the Company to monitor the
total number of shares of the Fund sold in each state. In addition,
the Company or its agent, including FTC, shall identify to FTC in
writing those transactions and assets to be treated as exempt from the
Blue Sky reporting for each state. The responsibility of FTC 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;
3. COMPENSATION
The Company agrees to pay FTC for the performance of the duties listed in
this agreement as set forth on Exhibit A attached hereto; the fees and
out-of-pocket expenses include, but are not limited to the following: printing,
postage, forms, stationery, record retention (if requested by the Company),
mailing, insertion, programming (if requested by the Company), labels,
shareholder lists and proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Company and FTC.
The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the receipt of the billing notice.
4. REPRESENTATIONS OF FTC
FTC represents and warrants to the Company that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and bylaws to
enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize it to
enter and perform this Agreement;
F. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement; and
G. It will comply with all applicable requirements of the Securities Act
of 1933, as amended, and the Exchange Act, the 1940 Act, and any laws,
rules, and regulations of governmental authorities having jurisdiction.
5. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to FTC that:
A. The Company is an open-ended non diversified investment company under
the 1940 Act;
B. The Company is a corporation organized, existing, and in good standing
under the laws of Nebraska;
C. The Company is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Articles of Incorporation
have been taken to authorize it to enter into and perform this
Agreement;
E. The Company will comply with all applicable requirements of the
Securities Act, the Exchange Act, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act will be made
effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect
to all shares of the Company being offered for sale.
6. COVENANTS OF THE COMPANY AND FTC
The Company shall furnish the Agent a certified copy of the resolution of
the Board of Directors of the Fund authorizing the appointment of FTC and the
execution of this Agreement. The Company shall provide to the Agent a copy of
its Articles of Incorporation and Bylaws, and all amendments thereto.
FTC shall keep records relating to the services to be performed hereunder,
in the form and manner as it may deem advisable. To the extent required by
Section 31 of the 1940 Act, and the rules thereunder, FTC agrees that all such
records prepared or maintained by FTC relating to the services to be performed
by FTC hereunder are the property of the Company and will be preserved,
maintained and made available in accordance with such section and rules and will
be surrendered to the Company on and in accordance with its request.
7. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
FTC shall exercise reasonable care in the performance of its duties under
this Agreement. FTC 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 FTC's control, except a
loss resulting from the Agent's refusal or failure to comply with the terms of
this Agreement or from bad faith, negligence, or willful misconduct on its part
in the performance of its duties under this Agreement. Notwithstanding any
other provision of this Agreement, the Company shall indemnify and hold harmless
FTC from and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any and every
nature (including reasonable attorneys' fees) which FTC may sustain or incur or
which may be asserted against FTC 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 FTC by any duly authorized officer of the Company,
such duly authorized officer to be included in a list of authorized officers
furnished to FTC and as amended from time to time in writing by resolution of
the Board of Directors of the Company.
FTC shall indemnify and hold the Company harmless from and against any and
all claims, demands, losses, expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature (including reasonable attorneys'
fees) which the Company may sustain or incur or which may be asserted against
the Company by any person arising out of any action taken or omitted to be taken
by FTC as a result of FTC's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication or power
supplies beyond its control, FTC shall take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
FTC's control. FTC 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 FTC. FTC 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 FTC's premises and operating capabilities at any time during regular
business hours of FTC, upon reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess and correct
administrative errors at its own expense.
In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the 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 which 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
which 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.
8. PROPRIETARY AND CONFIDENTIAL INFORMATION
FTC 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 FTC 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.
9. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and, unless
sooner terminated as provided herein, shall continue automatically in effect for
successive annual periods. The 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 may
be amended by mutual written consent of the parties.
10. NOTICES
Notices of any kind to be given by either party to the other party shall
be in writing and shall be duly given if mailed or delivered as follows: Notice
to FTC shall be sent to:
Firstar Trust Company
Attn.: Mutual Fund Services
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and notice to the Company shall be sent to:
KPM Funds, Inc.
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11. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
FTC's duties or responsibilities hereunder is designated by the Company by
written notice to FTC, FTC 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 FTC under this
Agreement in a form reasonably acceptable to the Company (if such form differs
from the form in which FTC 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 FTC's personnel in the establishment of books, records, and other data by
such successor.
12. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation promulgated by the Securities and Exchange Commission
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.
KPM FUNDS, INC. FIRSTAR TRUST COMPANY
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Attest: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
EXHIBIT A
Separate Series of KPM Funds, Inc.
NAME OF SERIES DATE ADDED
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Equity Portfolio 9/1/98
Fixed Income Portfolio 9/1/98
Annual Fee
$14.00 per shareholder account -- no-load fund accounts
Minimum annual fee of $26,500 for the Equity Portfolio
Minimum annual fee of $6,000 for the Fixed Income Portfolio
Minimum annual fees of $10,000 for each additional fund or class
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone - toll-free lines Proxies
Postage Retention of records (with prior
approval)
Programming (with prior approval) Microfilm/fiche of records
Stationery/envelopes Special reports
Mailing ACH fees
Insurance NSCC charges
ACH Shareholder Services (billed to the fund)
$12.00 per outgoing wire transfer
(shareholder liquidation, dividend, etc.)
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per item for AIP purchases
$ .35 per item for EFT payments and purchases
$3.50 per correction, reversal, return item
Qualified Plan Fees (Billed to Investors)(If Applicable)
Annual maintenance fee per account $12.50 / acct.
(Cap at $25.00 per SSN)
Transfer to successor trustee $15.00 / trans.
Distribution to participant $15.00 / trans.
(Exclusive of SWP)
Refund of excess contribution $15.00 / trans.
Additional Shareholder Fees (Billed to Investors)
Telephone Exchange $ 5.00 / exchange transaction
Return check fee $20.00 / item
Stop payment $20.00 / stop
(Liquidation, dividend,
draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous] to the
request)(Cap at $25.00)
NSCC AND DAZL
OUT-OF-POCKET CHARGES
NSCC INTERFACES
SETUP
FUND/SERV, NETWORKING
ACATS, EXCHANGES $5,000 SETUP (ONE TIME)
COMMISSIONS $5,000 SETUP (ONE TIME)
PROCESSING
FUND/SERV $ 50 / MONTH
NETWORKING $ 250 / MONTH
CPU ACCESS $ 40 / MONTH
FUND/SERV TRANSACTIONS $ .35 / TRADE
NETWORKING - PER ITEM $.025 / MONTHLY DIVIDEND FUND
NETWORKING - PER ITEM $.015 / NON-MO. DIVIDEND FUND
FIRST DATA $ .10 / NEXT-DAY FUND/
SERV TRADE
FIRST DATA $ .15 / SAME-DAY FUND/
SERV TRADE
NSCC IMPLEMENTATION
8 TO 10 WEEKS LEAD TIME
DAZL (DIRECT ACCESS ZIP LINK - ELECTRONIC MAIL INTERFACE TO FINANCIAL ADVISOR
NETWORK)
SETUP $5,000 / FUND GROUP-WAIVED FOR
FIRSTAR
MONTHLY USAGE $1,000 / MONTH
TRANSMISSION $ .015 / PRICE RECORD
$ .025 / OTHER RECORD
ENHANCEMENT $ 125 / HOUR
FEES AND OUT-OF-POCKET EXPENSES ARE BILLED TO THE FUND MONTHLY