EX.99.G.3
RETIREMENT PLAN
AGREEMENT
THIS AGREEMENT is made as of this 1st day of April, 2005, by and between
UMB BANK, N.A., a national banking association, having its principal office and
place of business at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the
"Bank"), UMB FUND SERVICES, INC., a Wisconsin corporation, having its principal
office and place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx,
Xxxxxxxxx 00000 ("UMBFS"), and UMB SCOUT FUNDS, having its principal office and
place of business at 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("Fund").
WHEREAS, the Fund offers or intends to offer to its shareholders and
potential shareholders one or more retirement or similar plans described in
Appendix A hereto and as such is the sponsor of custodial accounts ("Accounts")
pursuant to Custodial Agreements (the "Account Agreements");
WHEREAS, the Fund wishes to appoint the Bank as the custodian for the
Accounts, and the Bank is willing to accept appointment as custodian for the
Accounts, on the terms and conditions set forth herein; and
WHEREAS, the Fund and the Bank desire UMBFS to perform, in its capacity
as transfer agent for the Fund, certain administrative and recordkeeping duties
relative to the Accounts.
NOW, THEREFORE, the parties to this Agreement agree to the following:
1. The Bank represents to Fund and UMBFS that it is, and as long as
the Accounts and this Agreement are in effect will be, qualified
to act as custodian under all applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code") and all
other applicable laws, rules and regulations.
2. The Fund hereby appoints the Bank and the Bank hereby accepts
appointment as custodian for the Accounts. The Bank agrees to act
as custodian for the Accounts subject to the terms hereof, and of
each of the Account Agreements.
a. The Bank understands and agrees that from time to time the
Fund may propose amendments to the Account Agreements,
whether to comply with then-current provisions of the Code
or otherwise, and such amendments shall take effect subject
to the provisions of the Account Agreements and subject to
the Bank's rights thereunder. The rights of the Fund to
propose amendments from time to time shall not affect the
Bank's responsibilities as provided herein.
b. The appointment of the Bank as custodian hereunder is
subject to (i) the terms of the respective Account
Agreements; (ii) this Agreement (which shall govern in case
of any inconsistency between the terms of this Agreement and
any of the Account Agreements or to the extent the
respective Account Agreements do not
apply) and the right of Fund hereunder to terminate the
appointment of the Bank as custodian under the Account
Agreements and to name a successor custodian at any time and
from time to time on written notice to the Bank; and (iii)
the rights of the Bank and of Fund to terminate such
custodianship in accordance with the terms of the Account
Agreements and this Agreement.
3. UMBFS hereby agrees to diligently perform the administrative and
recordkeeping services described in Appendix B with respect to the
Accounts. It is understood that it is not the responsibility of
any party hereunder to perform tests and/or monitor and enforce
any contribution or benefit limitations or distribution
requirements imposed by the Code, such responsibility being that
of the party adopting the Account Agreement.
4. The parties acknowledge and agree that UMBFS and the Bank will not
serve as "plan administrator" (as defined by the Employee
Retirement Income Security Act of 1974, as amended) of any Account
or in any other administrative capacity or other capacity except
as transfer agent and custodian, respectively, thereof.
5. The responsibilities for preparing and keeping current the
documents related to the Account Agreements shall be as follows:
a. The Fund shall provide UMBFS with final forms of (i) Account
Agreements, disclosure statements and similar documents
("Account Documents") and (ii) application forms, transfer
forms, beneficiary designation forms and similar documents
("Related Documents"), and shall keep such Account Documents
and Related Documents current by providing timely any
necessary amendments, modifications and supplements thereto.
The use of any Account Documents and Related Documents shall
be subject to the advance approval of UMBFS and the Bank,
which approval shall not be unreasonably withheld.
b. Any approvals by UMBFS or the Bank under Section 5(a) shall
constitute only UMBFS's or the Bank's consent to use any
such materials and not the approval of the contents or the
effect thereof. The Fund shall bear full responsibility for
the Account Documents and the Related Documents and the
compliance thereof with all applicable laws, rules and
regulations, as amended from time to time, and shall fully
protect, indemnify and hold harmless the Bank and UMBFS
against any losses arising out of its or their reliance
thereon.
6. UMBFS is hereby authorized to sign any Account Agreement or
application for an account by and on behalf of the Bank as
custodian, or endorse any check or draft or other item payable to
the Bank by and on behalf of the Bank as custodian, and to
designate an employee or employees of UMBFS as authorized persons
to execute such signatures and endorsements. The Bank shall
promptly transmit, properly endorsed, to UMBFS any monies, checks
or other property received by the Bank as custodian for investment
for the Accounts.
7. UMBFS shall collect and retain all fees charged to the Accounts
including those as compensation for its services hereunder. UMBFS
may from time to time, after receipt of approval from the Fund,
change such fee schedule. The Bank authorizes the distribution on
its behalf of any revised fee schedule to existing and prospective
Account holders. In the event the Fund determines to waive all or
a portion of any related Account fees, the Fund shall continue to
be responsible for arranging for payment of all Account related
fees to UMBFS.
8. The Bank and UMBFS acknowledge the proprietary and confidential
nature of the Fund's list of shareholders and other nonpublic
personal information about the shareholders (the "Confidential
Shareholder Information"), and hereby agree not to use such
Confidential Shareholder Information for any purpose other than
the performance of this Agreement, or to disclose to any other
person Confidential Shareholder Information without prior written
permission from the Fund, except where such disclosure is
permitted by applicable law or regulation, or as otherwise
permitted by the exceptions provided by Sections 248.14 and 248.15
of Regulation S-P (17 CFR 240.01-30). Information which was
already in the possession of UMBFS or the Bank, in each case on a
non-confidential basis, prior to receipt under this Agreement, or
which is disclosed to the Bank by a customer in connection with
the establishment and/or continuance of any relationship with the
Bank shall not be subject to this paragraph.
9. Each party agrees to fully protect the others in relying upon the
respective duties and responsibilities of each party under the
Account Agreements and this Agreement, and agree that each will
fully indemnify the others and save and hold them harmless from
and against any and all claims, damages (including reasonable
attorneys' fees), costs, expenses, losses, judgments, taxes
(including penalties and interest thereon), or liabilities of any
nature whatsoever resulting from or arising out of their
respective duties and responsibilities under the Account
Agreements and this Agreement; provided however, no party is
required to protect, indemnify or hold another harmless for any
claims, damages (including reasonable attorneys' fees), costs,
expenses, losses, judgments, taxes or liabilities arising out of,
resulting from, or in connection with the negligence, bad faith or
willful misconduct of another party.
10. No provision of this Agreement shall modify or supersede any
provision of the Transfer Agent Agreement executed by UMBFS and
the Fund or the Custody Agreement executed by the Bank and the
Fund and in the event the agreements conflict with respect to any
matter, the terms of the Transfer Agent Agreement and Custody
Agreement, as the case may be, shall control.
11. This Agreement may be terminated at any time by mutual consent of
the Bank, UMBFS, and Fund, or upon sixty (60) days' written notice
to each of the other parties by any party. Upon termination, the
Bank and UMBFS shall transfer the records of the Accounts as
directed by Fund in the form maintained by the parties. In the
absence of such designation by the Fund, the Fund shall upon the
date specified in the notice of termination of this Agreement and
delivery of the records maintained
hereunder, assume full responsibility hereunder and UMBFS and Bank
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement. Anything herein to the contrary
notwithstanding, the protective covenants and indemnities provided
by this Agreement shall survive the termination of the Agreement
and shall continue in effect with respect to any and all matters
arising (or alleged by any third party to have occurred, whether
by way of act or default) during the existence of the Agreement.
12. No modification or amendment of this Agreement shall be valid or
binding on the parties unless made in writing and signed on behalf
of each of the parties by their respective duly authorized
officers or representatives.
13. Notices shall be communicated by first class mail, or by such
other means as the parties may agree, to the persons and addresses
specified below or to such other persons and addresses as the
parties may specify in writing.
If to Bank: UMB Bank, N.A.
X.X. Xxx 000000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxxx
If to UMBFS: UMB Fund Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
If to Fund: UMB Scout Funds
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: President
14. This Agreement shall be governed by the laws of the State of
Wisconsin.
15. This Agreement may be executed in any number of counterparts, and
by the parties hereto on separate counterparts, each of which when
so executed shall be deemed an original and all of which when
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers under authority of their respective
Boards as of the day and year first above written.
UMB BANK, N.A.,
By: /S/ Xxxx X. Xxxxxx
---------------------------------
Title: Senior Vice President
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Attest:
-----------------------------
Secretary
UMB FUND SERVICES, INC.
By: /S/ Xxxxxxxxx Xxx Xxxxxxx
---------------------------------
Title: Senior VP & General Counsel
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Attest:
-----------------------------
Secretary
UMB SCOUT FUNDS
By: /S/ Xxxx XxXxxxx
---------------------------------
Title: Vice President
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Attest:
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Secretary
APPENDIX A
PLANS
Individual Retirement Accounts that are offered by the Fund under the
provisions of Sections 408, 403(b) and/or 530 of the Code, and the regulations
promulgated thereunder.
APPENDIX B
SERVICES
Pursuant to the Agreement, UMBFS shall:
a. Receive, allocate to the appropriate Account, and invest
pursuant to the governing Account Agreement, all
contributions made thereunder, in accordance with the
written instructions of the duly authorized directing
authority;
b. Reinvest for each Account all dividends and capital gains or
other distributions payable on the shares credited thereto;
c. Maintain and reconcile Account records and investment
transaction records;
d. Furnish to each Account grantor (with respect to each
grantor's individual Account), promptly after the end of
each calendar year, a statement of such grantor's account
showing:
i. The net asset value of all full and fractional shares
as of the first and last business days of the
calendar year,
ii. Contributions to and distributions from the account
during the calendar year, and
iii. Earnings reinvested in the account during the
calendar year.
e. Furnish to each Account grantor (with respect to each
grantor's individual Account) a confirmation of each
transaction in accordance with the terms of the Fund's then
current prospectus;
f. Make distributions from Accounts, including withholding and
remittance of federal tax, in accordance with the provisions
of the Account Agreements and relevant provisions of the
Code;
g. Furnish information returns and reports to each Account
grantor (with respect to each grantor's individual Account)
and to the Internal Revenue Service as may be required by
the Code; and
h. Other such functions as all of the parties may agree to from
time to time.
APPENDIX C
FEES
SERVICE FEES: UMBFS shall be entitled to those fees for tax and retirement plan
services as are set forth on the Fee Schedule to the Transfer Agency Agreement
between UMBFS and the Fund.
TERMINATION FEE: Minimum of $100 per account. A termination fee will be deducted
from a shareholder's account to cover time expended terminating an account and
distributing assets or transferring the account to a successor trustee/custodian
within six (6) months of the initial deposit (except for grantor's seven day
right of revocation). One hundred percent (100%) of the foregoing termination
fees collected shall be remitted to the Bank by UMBFS.
