EXHIBIT 99.g-1
CUSTODY, RECORDKEEPING AND ADMINISTRATIVE SERVICES
AGREEMENT
THIS AGREEMENT is made as of the 6th day of August, 2001, by and between
UMB BANK, N.A., a national banking association, having its principal office and
place of business at 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the
"Bank"), SUNSTONE FINANCIAL GROUP, INC., a Wisconsin corporation, having its
principal office and place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxxx, Xxxxxxxxx 00000 ("Sunstone"), and SCOUT INVESTMENT ADVISORS, INC., a
Missouri corporation, having its principal office and place of business at 0000
Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the "Company").
WHEREAS, the Company serves as investment adviser and manager of the UMB
Scout Funds (such investment portfolios and any additional investment portfolios
are individually referred to as a "Fund" and collectively the "Funds");
WHEREAS, the Funds are open-end investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and are authorized
to issue shares of beneficial interests (the "Shares") in separate series with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Bank offers or intends to offer to its customers and
potential customers one or more retirement or similar plans described in
Appendix A hereto and as such is the sponsor of trust and/or custodial accounts
(collectively, the "Accounts") pursuant to Trust and/or Custodial Agreements
(collectively, the "Account Agreements");
WHEREAS, the Company desires to have the Bank make such Accounts
available to the Funds' shareholders;
WHEREAS, the Company wishes to confirm the appointment of the Bank as the
trustee and/or custodian for the Accounts, as the case may be, and the Bank is
willing to accept appointment as trustee and/or custodian for the Accounts, on
the terms and conditions set forth herein; and
WHEREAS, the Company and the Bank desire Sunstone to perform, in its
capacity as transfer agent for the Funds, 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 Company and Sunstone that it is, and as
long as the Accounts and this Agreement are in effect will be,
qualified to act as trustee and/or 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 Company hereby confirms its appointment of the Bank and the
Bank hereby confirms its acceptance of its appointment as trustee
and/or custodian for the Accounts. The Bank agrees to continue to
act as trustee and/or 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
Company 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 Company to
propose amendments from time to time shall not affect the
Bank's responsibilities as provided herein.
b. The appointment of the Bank as trustee and/or 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 (iii)
the rights of the Bank and of Company to terminate such
trusteeship/custodianship in accordance with the terms of
the Account Agreements and this Agreement.
3. Sunstone 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, other than minimum distribution
requirements, such responsibility being that of the party adopting
the Account Agreement.
4. The parties acknowledge and agree that Sunstone 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 trustee/custodian, respectively, thereof.
5. The responsibilities for preparing and keeping current the
documents related to the Account Agreements shall be as follows:
a. The Bank shall provide Sunstone 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
Sunstone and the Company, which approval shall not be
unreasonably withheld.
b. Any approvals by Sunstone or the Company under Section 5(a)
shall constitute only Sunstone's or the Company's consent to
use any such materials and not the approval of the contents
or the effect thereof. The Bank 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
Company and Sunstone against any losses arising out of its
or their reliance thereon.
6. Sunstone is hereby authorized to sign any Account Agreement or
application for an account by and on behalf of the Bank as trustee
and/or custodian, or endorse any check or draft or other item
payable to the Bank by and on behalf of the Bank as trustee and/or
custodian, and to designate an employee or employees of Sunstone
as authorized persons to execute such signatures and endorsements.
The Bank shall promptly transmit, properly endorsed, to Sunstone
any monies, checks or other property received by the Bank as
trustee and/or custodian for investment for the Accounts.
7. Sunstone shall collect all fees, if any, charged to the Accounts.
Sunstone shall remit to the Bank all or a portion (as specified in
Appendix C hereto) of the fees described in Appendix C hereto
which are collected by Sunstone as compensation for its services
hereunder. Sunstone shall retain the balance as compensation for
its services performed under this Agreement. Sunstone may from
time to time, after receipt of approval from the Company and the
Bank, change such fee schedule; provided, however, no such
revision may reduce the compensation to be remitted to the Bank
without the Bank's prior approval. The Bank authorizes the
distribution on its behalf of any revised fee schedule to existing
and prospective Account holders. In the event the Company
determines to waive all or a portion of any related Account fees,
the Company shall continue to be responsible for arranging for
payment of all Account related fees to Sunstone and the Bank.
8. Sunstone shall furnish to the Bank a quarterly report consisting
of the number of Accounts and their aggregate market value as of
the end of each quarter. Sunstone shall also provide Bank with a
shareholder list from time to time as the Bank may reasonably
request and the Company hereby authorizes Sunstone to furnish such
reports.
9. The Bank and Sunstone acknowledge the proprietary and confidential
nature of each Fund's list of shareholders and other nonpublic
personal information about the shareholders (the "Confidential
Shareholder Information"), and hereby agree not 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 a 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
the Sunstone or the Bank 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.
10. Sunstone and Company agree to fully protect the Bank in relying
upon the respective duties and responsibilities of Sunstone and
Company under the Account Agreements and this Agreement, and agree
that each will fully indemnify the Bank and save and hold the Bank
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, neither Sunstone
nor the Company is required to protect, indemnify or hold the Bank
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 the Bank. The Bank
may reasonably rely on the actions or inactions of Sunstone or the
Company in performing their respective duties under this Agreement
and such reasonable reliance shall not be deemed negligence on
part of the Bank.
11. The Bank agrees to fully protect Company and Sunstone in relying
upon the Bank's duties and responsibilities with respect to the
Account Agreements and this Agreement, and agrees that it will
fully indemnify the Company and Sunstone and save and hold each
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 its
duties and responsibilities under the Account Agreements and this
Agreement; provided however, the Bank is not required to protect,
indemnify or hold the Company or Sunstone harmless for any claims,
damages, costs, expenses, losses, judgments, taxes or liabilities
arising out of, resulting from, or in connection with (i) the
respective negligence, bad faith or willful misconduct of the
Company or Sunstone, or (ii) the preparation and keeping current
of the Account Documents or the Related Documents. Company and
Sunstone may reasonably rely on the actions or inactions of the
Bank in performing its duties under this Agreement and such
reasonable reliance shall not be deemed negligence on the part of
the Company or Sunstone.
12. No provision of this Agreement shall modify or supersede any
provision of the Transfer Agency Agreements executed by Sunstone
and Company.
13. This Agreement may be terminated at any time by mutual consent of
the Bank, Sunstone, and Company, or upon sixty (60) days' written
notice to each of the other parties by any party. Upon
termination, Sunstone shall transfer the records of the Account as
directed by the Company and the Bank. In the absence of such
designation by the Company or the Bank, the Company 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 Sunstone 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.
14. 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.
15. 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.
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx
If to Sunstone: Sunstone Financial Group, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
If to Company: Scout Investment Advisors, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx, Secretary
16. This Agreement shall be governed by the laws of the State of
Wisconsin.
17. 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:
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Title:
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SUNSTONE FINANCIAL GROUP, INC.
By:
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Title:
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SCOUT INVESTMENT ADVISORS, INC.
By:
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Title:
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APPENDIX A
PLANS
Individual Retirement Accounts that are offered by the Funds under the
provisions of Sections 408 and/or 530 of the Code, and the regulations
promulgated thereunder.
APPENDIX B
SERVICES
Pursuant to the Agreement, Sunstone 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;
h. Establish and maintain for its own and the Bank's use a separate
file on each Account which shall consist of such items as are
requested by the Bank, including, but not limited to, the XXX
Adoption Agreements, Beneficiary
Form(s), Transfer Form(s), if any, any contributions or investment
instructions from the Account grantor to the Bank or its
ministerial agent, and all other correspondence between the Bank
and other parties relating to its duties under the Account
Agreement(s);
i. Establish and maintain for its own and the Bank's use a separate
account record for each Account which will enable the Bank to
determine the dates, amount and type of all transactions in the
Account, including contributions, distributions and earnings;
j. Handle all written correspondence with Account grantors and
maintain original documents;
k. Calculate and redeem shares to make all periodic distributions on
or before the 5th, 10th, 15th or 20th day of each month, as
selected by the Account grantor;
l. Maintain on behalf of the Bank and make available to it any
information which can be obtained from Sunstone's records which
the Bank may need in order to fulfill its duties as
Trustee/Custodian for an Account or which may be necessary to
report to the Internal Revenue Service, the Department of Labor,
or any other regulatory body with which the Bank must file such
information by applicable law and regulations;
m. Furnish each Account grantor with a copy of the XXX Agreement, SEP
XXX Agreement or SIMPLE XXX Agreement and the XXX Disclosure
Statement, SEP XXX Disclosure Statement or SIMPLE XXX Disclosure
Statement (as the case may be) as required by applicable law and
regulations;
n. Deliver, or cause to be delivered, to the Account grantor, all
proxies, prospectuses and notices pertaining to the UMB Scout
Funds held in the Account;
o. Undertake, as directed by the Bank, all actions necessary to
establish and maintain the Accounts as tax-qualified Individual
Retirement Accounts under the Internal Revenue Code and other
applicable laws and regulations; and
p. Perform other such functions as all of the parties may agree from
time to time.
AMENDED AND RESTATED APPENDIX C
TO
CUSTODY, RECORDKEEPING AND ADMINISTRATIVE SERVICES AGREEMENT
FEES
Intending to be legally bound, the undersigned hereby amend and restate Appendix
C to the aforementioned Agreement as follows, effective as of August 6, 2001:
Individual Retirement Accounts that are offered by the Funds under the
provisions of Sections 408 and/or 530 of the Code, and the regulations
promulgated thereunder:
FEES: Annual maintenance fee: $12.50 per account. The annual
maintenance fee will be paid by or on behalf of the shareholder during
the fourth quarter of each calendar year.
PERCENTAGE TO BANK: 25% of the foregoing fees collected by Sunstone.
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).
PERCENTAGE TO BANK: 100% of the foregoing fees collected by Sunstone.
Dated and effective as of the 6th day of August, 2001.
SCOUT INVESTMENT ADVISORS, INC.
By:
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Its:
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SUNSTONE FINANCIAL GROUP, INC.
By:
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Its:
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