FOURTH AMENDED AND RESTATED
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of September 25, 1996,
and amended and restated as of November 15, 2004, August 29, 2005, August 28,
2006, and February 11, 2010, is entered into by and between RYDEX SERIES FUNDS,
a Delaware business trust (the "Trust"), and RYDEX FUND SERVICES, INC., a
Maryland corporation (the "Servicer").
WITNESSETH:
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Servicer is registered as a transfer agent under the
Securities Exchange Act of 1934, as amended; and
WHEREAS, the Trust wishes to have the Servicer perform general
administrative, shareholder, dividend disbursement, transfer agent, and
registrar and other services for the Trust and to act in such capacity in the
manner set forth in this Agreement, and the Servicer is willing to act in such
capacity in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt,
sufficiency, and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree and promise as follows:
1. SERVICES TO BE PROVIDED.
In consideration of the compensation to be paid by the Trust to the
Servicer pursuant to Section 4 of this Agreement the Trust delegates to the
Servicer the performance, on behalf of the Trust, of the following Services and
the Servicer agrees to the foregoing delegation and agrees that it will:
a. Manage, supervise, and conduct the affairs and business of the Trust
and matters incidental thereto. In the performance of its duties, the
Servicer will comply with the Trust's Prospectus and its Statement of
Additional Information, as the same may be amended from time to time,
all as delivered to the Servicer (collectively, the "Controlling
Documents"). The Servicer will also use its best efforts to safeguard
and promote the welfare of the Trust, and to comply with other
policies which the Board of Trustees of the Trust (the "Board") may
from time to time specify. The Servicer will furnish or provide to the
Trust general administrative services as the Trust may reasonably
require in the conduct of its affairs and business, including, without
limitation, the services described on Schedule I attached hereto.
b. Provide the Trust with all required shareholder and dividend
disbursement services, including, without limitation, those services
described on Schedule II, attached hereto. The Servicer will maintain
sufficient trained personnel and equipment and supplies to perform
such services in conformity with the Controlling Documents and such
other reasonable standards of performance as the Trust may from time
to time specify, and otherwise in an accurate, timely, and efficient
manner.
c. Provide the Trust with all required stock transfer agent and registrar
services, including, without limitation, those services described on
Schedule III attached hereto. The Servicer will maintain sufficient
trained personnel and equipment and supplies to perform such services
in conformity with the Controlling Documents and such other reasonable
standards of performance as the Trust may from time to time specify,
and otherwise in an accurate, timely, and efficient manner.
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d. Perform the anti-money laundering services (the "AML Services") set
forth in Schedule IV to this Agreement concerning the shareholder
accounts maintained by the Servicer pursuant to the Agreement and in
accordance with the Trust's AML Program. In connection therewith,
Servicer agrees to maintain policies and procedures, and related
internal controls, that are consistent with the Trust's AML Program
and the requirement that the Trust employ procedures reasonably
designed to achieve compliance with the applicable anti-money
laundering laws (the "Applicable AML Laws"), including the requirement
to have policies and procedures that can be reasonably expected to
detect and cause the reporting of transactions under Section 5318 of
the Bank Secrecy Act. The Servicer also agrees to keep and maintain on
behalf of the Trust all books and records which the Trust and the
Servicer is, or may be, required to keep and maintain pursuant to any
applicable laws, regulations, and rules, including without limitation
Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance
of books and records in connection with the AML services to be
provided hereunder. The Servicer further agrees that all such books
and records shall be the property of the Trust and to make such books
and records available for inspection by the Trust or by the Trust's
regulators, including the SEC, at reasonable times and otherwise to
keep confidential all books and records and other information relative
to the Trust and its shareholders consistent with the requirements of
Regulation S-P. Moreover, at least quarterly, Servicer agrees to
provide a report to the Trust containing the information set forth in
Schedule V to this Agreement.
2. OBLIGATIONS OF THE TRUST.
The Trust will have the following obligations under this Agreement:
a. The Trust shall keep the Servicer continuously and fully informed as
to the composition of the Trust's investment portfolio and the nature
of all of the Trust's
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assets and liabilities, and shall cause the investment managers of the
Trust's series to cooperate with the Servicer in all matters so as to
enable the Servicer to perform the Servicer's functions under this
Agreement.
b. The Trust shall furnish the Servicer with any materials or information
which the Servicer may reasonably request to enable the Servicer to
perform the Servicer's functions under this Agreement.
c. The Trust shall turn over to the Servicer the accounts and records
previously maintained by or for the Trust. The Servicer shall be
entitled to rely exclusively on the completeness and correctness of
the accounts and records turned over to the Servicer by the Trust;
provided, that such reliance is made in good faith, and the Trust
shall indemnify and hold the Servicer harmless of and from any and all
expenses (including, without limitation, attorneys' and accountants'
fees), damages, claims, suits, liabilities, actions, demands, and
losses whatsoever arising out of or in connection with any error,
omission, inaccuracy, or other deficiency of such accounts and records
or in connection with the failure of the Trust to provide any portion
of such accounts and records or to provide any information to the
Servicer necessary or appropriate to perform the Servicer's functions
hereunder; and provided, further, that such accounts, records, and
other information shall belong to the Trust and be considered
confidential, and shall not be disclosed to other than Federal and
state regulators without permission from the Trust.
3. PAYMENT OF FEES AND EXPENSES.
a. The Servicer will pay all of the fees and expenses incurred by the
Servicer in providing the Trust with the services and facilities
described in this Agreement, except as otherwise provided herein.
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b. Notwithstanding any other provision of this Agreement, the Trust will
pay, or reimburse the Servicer for the payment of, all fees and
expenses (or a lesser amount as stipulated by the Board of Trustees
and recorded in the Trust's minutes) incurred by the Servicer not
directly related to the Servicer's providing the Trust with the
services and facilities described in this Agreement, including, but
not limited to, the following described fees and expenses of the Trust
(hereinafter called "Direct Expenses") whether or not billed to the
Trust, the Servicer, or any related entity:
i. fees and expenses of custodian and depositories and banking
services fees and costs;
ii. fees and expenses of outside legal counsel and any legal counsel
directly employed by the Trust;
iii. fees and expenses of independent auditors and income tax
preparation and expenses of obtaining quotations for the purpose
of calculating the value of the Trust's assets;
iv. all Federal, state, and local taxes (including, without
limitation, stamp, excise, income, and franchise taxes);
v. costs of stock certificates and other expenses of issuing and
redeeming shares of the Trust ("Shares");
vi. costs incidental to or associated with shareholder meetings;
vii. fees and expenses of registering or qualifying shares for sale
under Federal and state securities laws;
viii. costs (including postage) of printing and mailing prospectuses,
confirmations, proxy statements, and other reports and notices to
shareholders and to governmental agencies;
ix. premiums on all insurance and bonds and other expenses of
fidelity and liability insurance and bonding covering the Trust;
x. fees and expenses of the disinterested Trustees and expenses
incidental to the meetings of the Board; and
xi. dues and expenses associated with membership in the Investment
Company Institute and the Mutual Fund Education Alliance; costs
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(including postage) of printing and mailing prospectuses,
confirmations, proxy statements, annual, semi-annual and
quarterly reports, and other reports and notices to shareholders
and to governmental agencies;
4. COMPENSATION.
As consideration for the services provided hereunder, the Trust will pay
the Servicer a fee on the last day of each month in which this Agreement is in
effect at the annual rates based on the average daily net assets (the "Assets")
of each of the Trust's series (a "Fund") for such month as set forth in Schedule
VI.
In the event that this Agreement commences on a date other than on the
beginning of any calendar month, or if this Agreement terminates on a date other
than the end of any calendar month, the fees payable hereunder by the Trust
shall be proportionately reduced according to the number of days during such
month that services were not rendered hereunder by the Servicer.
5. REPORTS TO THE BOARD OF TRUSTEES.
The Servicer will consult with the Board at such times as the Board
reasonably requests with respect to the services provided hereunder, and the
Servicer will cause its officers to attend such meetings with the Board, and to
furnish such oral or written reports to the Board, as the Board may reasonably
request. In addition, the Servicer agrees to provide to the Board such reports
and other information as the Board may reasonably request in order to enable the
Board to perform a review of the Servicer's performance under this Agreement.
6. TERM OF AGREEMENT.
This Agreement shall become effective as of the date the Trust commences
its investment operations and shall continue for an initial two-year term and
shall continue automatically from year-to-year thereafter unless terminated in
accordance with the provisions of Section 7 of this Agreement, PROVIDED, that:
(a) such continuance is approved by (i) either a vote of the majority of the
Trustees or a vote of a "majority of the outstanding voting securities" (as
defined in the 0000 Xxx) of the Trust and (ii) a majority of the Trustees who
are not "interested persons" (as defined at Section 2(a)(19) of the
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1940 Act); and (b) the following findings are made by a majority of the Trustees
who are not "interested persons" (as defined at Section 2(a)(19) of the 1940
Act): (i) that this Agreement is in the best interests of the Trust; (ii) that
the services to be performed pursuant to this Agreement are services required
for the operation of the Trust; (iii) that the Servicer can provide services the
nature and quality of which are at least equal to those provided by others
offering the same or similar services; and (iv) that the fees for such services
are fair and reasonable in light of the usual and customary charges made by
others for services of the same nature and quality.
7. TERMINATION.
This Agreement may be terminated, without the payment of any penalty, by
either party hereto upon at least sixty (60) days' written notice to the other
party. Any termination by the Trust will be pursuant to a vote of a majority of
the Trustees.
8. STANDARD OF CARE.
a. Except as provided by law, the Servicer will be under no liability or
obligation to anyone with respect to any failure on the part of the
Board or any investment manager to perform any of their obligations
under the Controlling Documents, or for any error or omission
whatsoever on the part of the Board or any investment manager.
b. The Servicer will not be liable for any error of judgment or mistake
of law or for any loss caused by the Trust in connection with the
matters to which this Agreement relates; provided, however, that the
Servicer has acted in the premises with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent man
acting in like capacity and familiar with such matters would use in
the conduct of any enterprise of a like character and with like aims,
and in accordance with such other requirements of law; provided,
further, however, that nothing in this Agreement will protect the
Servicer against any liability to the Trust to which the Servicer
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of
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the Servicer's duties hereunder or by reason of the Servicer's
reckless disregard of the Servicer's obligations and duties hereunder.
9. OTHER ACTIVITIES OF THE SERVICER.
Subject to the provisions of Section 5 of this Agreement, with respect to
advance notice of the Servicer's taking on of new clients or ventures of
material significance, nothing herein contained will limit or restrict the right
of the Servicer to engage in any other business or to render services of any
kind to any other corporation, firm, individual, or association.
10. SCOPE OF AUTHORITY.
a. Shares purchased by the Servicer on behalf of shareholders of the
Trust ("Shareholders") will be registered with the Servicer, as the
Trust's transfer agent, in the Servicer's name or in the name of the
Servicer's nominee. The Shareholder will be the beneficial owner of
Shares purchased and held by the Servicer in accordance with the
Shareholder's instructions and the Shareholder may exercise all rights
of a Shareholder of the Trust.
b. Neither the Servicer nor any of the Servicer's officers, employees,
agents, or assigns are authorized to make any representations
concerning the Trust or the Shares, except for those representations
contained in the Trust's then current prospectus for such Shares,
copies of which will be supplied by the Trust to the Servicer, or in
such supplemental literature or advertising as may be authorized by
the Trust in writing.
11. AUTHORITY TO ENGAGE SUB-SERVICERS.
In providing the services and assuming the obligations set forth herein,
the Servicer may, at the sole expense of the Servicer, employ one or more
sub-servicers, or may enter into such service agreements as the Servicer deems
appropriate in connection with the performance of the Servicer's duties and
obligations hereunder. Reference herein to the duties and responsibilities of
the Servicer shall include the duties and responsibilities of any sub-servicers
employed by the
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Servicer to the extent that the Servicer shall delegate such duties and
responsibilities to such sub-servicer.
12. INDEMNIFICATION.
a. The Trust shall indemnify the Servicer and hold the Servicer harmless
from and against all actions, suits, and claims, whether groundless or
otherwise, arising directly or indirectly out of or in connection with
the Servicer's performance under this Agreement and from and against
any and all losses, damages, costs, charges, attorneys' and
accountant's fees, payments, expenses, and liabilities incurred by the
Servicer in connection with any such action, suit, or claim unless
caused by the Servicer's breach of this Agreement, negligence, or
willful misconduct. The Servicer shall not be under any obligation to
prosecute or to defend any action, suit, or claim arising out of or in
connection with the Servicer's performance under this Agreement,
which, in the opinion of the Servicer's counsel, may involve the
Servicer in expense or liability, and the Trust shall, so often as
reasonably requested, furnish the Servicer with satisfactory indemnity
against such expense or liability, and upon request of the Servicer,
the Trust shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity; PROVIDED, HOWEVER, that the
Servicer shall give the Trust immediate notice of any such action,
suit, or claim brought against the Servicer.
b. The Servicer shall indemnify the Trust and hold the Trust harmless
from all claims and liabilities (including reasonable attorneys' and
accountants' expenses) incurred or assessed against the Trust arising
from the Servicer's negligence, willful misconduct, or breach of this
Agreement.
13. NOTICES.
a. Communications to the Servicer from the Trust or the Board shall be
addressed to:
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Rydex Series Funds or Rydex Fund Services, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: President
b. Communications from the Servicer to the Trust shall be addressed to:
Rydex Fund Services, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: President
c. In the event of a change of address, communications will be addressed
to such new address as designated in a written notice from the Trust
or the Servicer, as the case may be. All communications addressed in
the above manner and by registered mail or delivered by hand will be
sufficient under this Agreement.
14. LAW GOVERNING.
This Agreement is governed by the laws of the State of Maryland (without
reference to such state's conflict of law rules).
15. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
16. BINDING EFFECT AND ASSIGNMENT.
This Agreement shall be binding upon the parties hereto and their
respective successors and assigns; PROVIDED, HOWEVER, that this Agreement shall
not be assignable by the Trust without the written consent of the Servicer, or
by the Servicer without the written consent of the Trust, in each case
authorized or approved by a resolution of the Trust's Trustees.
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17. AMENDMENT, MODIFICATION, AND WAIVER.
No term or provision of this Agreement may be amended, modified, or waived
without the affirmative vote or action by written consent of the Servicer and
the Trust effected in accordance with the 1940 Act and Section 6 of this
Agreement.
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IN WITNESS WHEREOF, the Servicer and the Trust have executed this Agreement as
of the date above written.
RYDEX SERIES FUNDS
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
RYDEX FUND SERVICES, INC.
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: President and Chief Executive
Officer
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SCHEDULE I
GENERAL ADMINISTRATIVE SERVICES
The Servicer agrees to provide the Trust with all required general
administrative services, including, without limitation, the following:
1. Office space, equipment, and personnel.
2. Clerical and general back office services.
3. Bookkeeping, internal accounting, secretarial, and other general
administrative services.
4. Preparation of all annual, semi-annual and quarterly reports, prospectuses,
statements of additional information, proxy statements, and all other
materials required to be filed or furnished by the Trust under Federal and
state securities laws.
5. Process payments of all fees and expenses of the Trust.
6. Perform appropriate IRS and SEC testing for the Trust.
7. Disseminate NAV and other relevant Fund information to external parties.
8. Calculate Fund distributions to ensure compliance with IRS rules.
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SCHEDULE II
SHAREHOLDER AND DIVIDEND, DISBURSEMENT SERVICES
The Servicer agrees to provide the Trust and the Shareholders with all
required shareholder and dividend disbursement services ("Services"), including,
without limitation, the following:
1. The Servicer shall provide the following services to the Shareholders of
the Trust:
a. Aggregating and processing purchases and redemption requests for Trust
Shares from Shareholders.
b. Processing dividend payments from the Trust on behalf of Shareholders.
c. Providing information periodically to Shareholders showing their
positions in Shares.
d. Arranging for bank wires.
e. Responding to Shareholder inquiries relating to the services performed
by the Servicer.
f. Providing subaccounting with respect to Shares beneficially owned by
Shareholders.
g. As required by law, forwarding shareholder communications from the
Trust (such as proxies, shareholder reports, annual and semi-annual
financial statements, and dividend, disbursement, and tax notices) to
Shareholders.
h. Providing such other similar services as the Trust may reasonably
request to the extent the Servicer is permitted to do so under
applicable statutes, rules, or regulations.
i. Provide to Shareholders a schedule of any fees that the Servicer may
charge directly to the Shareholders for such Services.
2. The Servicer shall also provide the following additional Services:
a. Maintain all records required by law relating to transactions in
Shares and, upon request by the Trust, promptly make such of these
records available to the Trust as the Trust may reasonably request in
connection with the operations of the Trust.
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b. Promptly notify the Trust if the Servicer experiences any difficulty
in maintaining the records described in this Schedule II to the
Agreement in an accurate and complete manner.
c. Furnish the Trust or any designee of the Trust ("Designee") with such
information relating to the Servicer's performance under this
Agreement as the Trust or the Designee may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Shareholders of the Services described herein), and shall
otherwise cooperate with the Trust and the Trust's Designees
(including, without limitation, any auditors designated by the Trust),
in connection with the preparation of reports to the Board of Trustees
concerning this Agreement and the monies paid or payable by the Trust
pursuant hereto, as well as any other reports or filings that may be
required by law.
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SCHEDULE III
TRANSFER AGENT AND REGISTRAR SERVICES
The Servicer agrees to provide the Trust with all required transfer agent
and registrar services, including, without limitation, the following:
1. Maintaining all shareholder accounts, including processing of new accounts.
2. Posting address changes and other file maintenance for shareholder
accounts.
3. Posting all transactions to the shareholder file, including:
a. Direct purchases
b. Wire order purchases
c. Direct redemptions
d. Wire order redemptions
e. Draft redemptions
f. Direct exchanges
g. Transfers
4. Quality control reviewing of transactions before the mailing of
confirmations, checks, and/or certificates to shareholders.
5. Issuing all checks and shipping and replacing lost checks.
6. Mailing confirmations, checks, and/or certificates resulting from
transaction requests of shareholders.
7. Performing other mailings, including:
a. Semi-annual and annual reports
b. I.R.S. Form 1099/yearend shareholder reporting
c. Systematic withdrawal plan payments
d. Daily confirmations
8. Answering all service related telephone inquiries from shareholders,
including:
a. General and policy inquiries (research and resolve problems)
b. Trust yield inquiries
c. Taking shareholder processing requests and account maintenance changes
by telephone
d. Submitting pending requests to correspondence
e. Developing reports on telephone activity
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SCHEDULE IV
AML SERVICES
1. Respond promptly to requests from Financial Crimes Enforcement Network
("FinCEN"), a department of the U.S. Treasury, about accounts or
transactions by reporting to FinCEN the identity of the specified
individual or organization, the account number, all identifying information
provided by the account holder when the account was established, and the
date and type of transaction, after providing notice to the Trust to the
extent reasonably practical and allowed by Applicable AML Laws.
2. Share information with the Trust, and other financial institutions as
requested by the Trust, regarding those suspected of terrorism and money
laundering for the purposes of identifying and reporting activities that
may involve terrorist acts or money laundering activities in compliance
with Applicable AML Laws.
3. File with FinCEN an initial notice before sharing any information with any
other financial institutions, including affiliates, and file annual notices
afterwards using forms made available at XXX.XXXXXX.XXX and take reasonable
steps to verify that the other financial institution has submitted the
requisite notice to FinCEN, either by obtaining confirmation from the
financial institution or by consulting a list of such financial
institutions that FinCEN will make available.
4. Identify and verify the identity of all shareholders upon the opening of
new accounts in compliance with Applicable AML Laws.
5. Perform additional due diligence to verify the identity of shareholders
with accounts that may pose a greater risk of terrorism or money laundering
activity, such as foreign accounts, domestic or foreign corporate or
business entity accounts, domestic or foreign trust accounts, offshore
accounts, intermediary accounts, accounts in high risk and non-cooperative
jurisdictions, and senior foreign government or public official accounts in
compliance with Applicable AML Laws.
6. Check shareholders against the Treasury's Office of Foreign Assets Control
("OFAC") list of "Specifically Designated Nationals and Blocked Persons
List," and similar lists of terrorists received from governmental agencies,
and place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as required by Applicable AML Laws.
7. Provide notices to shareholders, prior to the opening of an account or
trading authority is granted, that Servicer will request information, from
either the shareholder or a third party, to verify the identity of the
shareholder in compliance with Applicable AML Laws.
8. Monitor, identify and report shareholder transactions and identify and
report suspicious activities that are required to be so identified and
reported, and provide other required reports to the Securities and Exchange
Commission, the U.S. Treasury Department, the
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Internal Revenue Service or each agency's designated agent, in each case
consistent with the Trust's AML Program.
9. Maintain the confidentiality of any reports provided to the Securities and
Exchange Commission, the U.S. Treasury Department, the Internal Revenue
Service or each agency's designated agent in compliance with Applicable AML
Laws.
10. Create documentation to provide a basis for law enforcement authorities to
trace illicit funds.
11. Maintain all records or other documentation related to shareholder accounts
and transactions therein that are required to be prepared and maintained
pursuant to the Trust's AML Program, and make the same available for
inspection by (i) the Trust's AML Compliance Officer, the Board, or the
independent auditor of the Board, (ii) any auditor of the Trust's AML
Program or related procedures, policies or controls that has been
designated by the Trust in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents available
at the direction of the Trust's AML Compliance Officer.
12. Arrange for periodic reviews of the Servicer operations related to the AML
Services, at least annually, of the Servicer operations related to the AML
Services, which reviews are performed by internal auditors not involved in
the day-to-day operation of the Servicer's AML Program or other qualified
independent auditors chosen by Servicer.
13. Develop and implement an ongoing employee training program providing
training, at least annually, with regard to how to identify red flags and
signs of terrorism or money laundering activities, what to do if such a red
flag is identified, Servicer's AML record retention policies, and the
consequences of not complying with the requirements of Servicer's AML
policies and procedures.
14. Perform such other related services as are required by the Trust's AML
Program.
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SCHEDULE V
AML REPORTS
1. Following each quarterly period, Servicer will provide a written report to
the following effect pertaining to the AML Services rendered by Servicer
hereunder during such quarterly period:
a. performed good order review for all new and reregistered accounts;
b. performed acceptance review for all monetary instruments received;
c. administered signature guarantee policy in accordance with prospectus
requirements;
d. administered escrow hold policy in accordance with prospectus
requirements;
e. verified customer address changes;
f. verified customer identification for all new accounts and all name
changes on existing accounts;
g. monitored all purchase transactions made with cash equivalents
totaling in excess of $10,000, resulting in the filing of [x] Form
8300 reports during the period. The Fund does not accept cash or
currency;
h. monitored all accounts for suspicious activity, resulting in the
filing of [x] Form SAR reports during the period;
i. reviewed shareholder names against lists of suspected terrorist and
terrorist organizations supplied by various governmental
organizations, such as the Office of Foreign Asset Control, resulting
in [x] number of matches and the freezing and reporting of [x]
accounts during the period;
j. created the documentation necessary to provide a basis for law
enforcement authorities to trace illicit funds;
k. maintained all records and other documentation related to shareholder
accounts and transactions required to be prepared and maintained
pursuant to the Fund's anti-money laundering program for all Servicer
transfer agent services;
2. The following items will be provided following each quarterly period, to
the extent applicable:
a. modified our anti-money laundering program (including a copy of the
revised program;
b. uncovered [x] material violations of our anti-money laundering program
involving [x] and took the following corrective actions: [x];
c. made [x] discretionary decisions relating to the implementation of its
anti-money laundering program involving [x].
d. performed the required due diligence to help prevent the opening of
any accounts for foreign shell banks during the period either directly
or through correspondent accounts, resulting in [x] declined account
openings; and
e. performed required due diligence on any new correspondent accounts
opened during the period, resulting [x] closed correspondent accounts.
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3. Following each year, Servicer will provide the following documentation
pertaining to the AML Services rendered by Servicer hereunder during such
annual period:
a. a written report describing the operation and implementation of the
anti-money laundering program, including its customer identification
program;
b. a copy of the independent auditor's written report regarding Servicer'
operation and implementation of the anti-money laundering program;
c. a written certification that, among other things, it has implemented
its anti-money laundering program and has performed the specified
requirements of the Trust's AML Program and Servicer' anti-money
laundering program, including related customer identification program
requirements;
d. written materials evidencing the implementation and maintenance of,
and compliance with, the Trust's and Servicer' anti-money laundering
program, including related customer identification program
requirements;
e. a written summary of any matters included in the quarterly reports
that Servicer provided to the Board during the annual period;
f. a written report regarding developments in anti-money laundering
laws/regulations and money laundering activities; and
g. a written report describing significant matters raised during the AML
Compliance Officer's training/education session for that year.
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SCHEDULE VI
COMPENSATION
As consideration for the services provided hereunder, the Trust will pay
the Servicer a fee on the last day of each month in which this Agreement is in
effect, at the following annual rates based on the average daily net assets (the
"Assets") of each of the Trust's series (a "Fund") for such month:
INVESTOR CLASS,
ADVISOR CLASS, A-
CLASS, C-CLASS, H-
CLASS, INVESTOR2
CLASS, I-CLASS
FUND NAME (AS APPLICABLE) Y-CLASS SHARES
--------- ------------------ --------------
Government Long Bond 1.2x Strategy Fund 0.20%
U.S. Government Money Market Fund 0.20%
Nova Fund 0.25%
Inverse S&P 500 Strategy Fund 0.25%
NASDAQ-100(R) Fund 0.25%
Inverse NASDAQ-100(R) Strategy Fund 0.25%
Inverse Government Long Bond Strategy Fund 0.25%
Europe 1.25x Strategy Fund 0.25%
Xxxxxxx 2000(R) 1.5x Strategy Fund 0.25%
Mid-Cap 1.5x Strategy Fund 0.25%
S&P 500 Pure Value Fund 0.25%
S&P 500 Pure Growth Fund 0.25%
S&P MidCap 400 Pure Value Fund 0.25%
S&P MidCap 400 Pure Growth Fund 0.25%
Inverse Mid-Cap Strategy Fund 0.25%
S&P SmallCap 600 Pure Value Fund 0.25%
S&P SmallCap 600 Pure Growth Fund 0.25%
Xxxxxxx Xxxxxxx 0000(X) Strategy Fund 0.25%
Strengthening Dollar 2x Strategy Fund 0.25%
Weakening Dollar 2x Strategy Fund 0.25%
Banking Fund 0.25%
Basic Materials Fund 0.25%
Biotechnology Fund 0.25%
Consumer Products Fund 0.25%
Electronics Fund 0.25%
Energy Fund 0.25%
Energy Services Fund 0.25%
Financial Services Fund 0.25%
Health Care Fund 0.25%
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INVESTOR CLASS,
ADVISOR CLASS, A-
CLASS, C-CLASS, H-
CLASS, INVESTOR2
CLASS, I-CLASS
FUND NAME (AS APPLICABLE) Y-CLASS SHARES
--------- ------------------ --------------
Internet Fund 0.25%
Leisure Fund 0.25%
Precious Metals Fund 0.25%
Real Estate Fund 0.25%
Retailing Fund 0.25%
Technology Fund 0.25%
Telecommunications Fund 0.25%
Transportation Fund 0.25%
Utilities Fund 0.25%
Commodities Strategy Fund 0.25%
All-Cap Opportunity Fund 0.25%
Multi-Hedge Strategies Fund 0.25%
S&P 500 Fund 0.25%
Xxxxxxx 2000(R) Fund 0.25%
All-Asset Moderate Strategy Fund 0.25%
All-Asset Conservative Strategy Fund 0.25%
All-Asset Aggressive Strategy Fund 0.25%
Managed Futures Strategy Fund 0.25% 0.20%
High Yield Strategy Fund 0.25%
Inverse High Yield Strategy Fund 0.25%
International Opportunity Fund 0.25%
Japan 2x Strategy Fund 0.25%
Alternative Strategies Allocation Fund 0.25%
Global 130/30 Strategy Fund 0.25%
Long/Short Commodities Strategy Fund 0.25% 0.20%
Global Market Neutral Fund 0.25%
ADDITIONS ARE NOTED IN BOLD.
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