TRANSFER AGENCY AGREEMENT
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THIS TRANSFER AGENCY AGREEMENT is made as of this 14th day of August, 2006,
by and between Aegis Funds, a Delaware statutory trust (the "Trust"), and UMB
Fund Services, Inc., a Wisconsin corporation, its successors and assigns
("UMBFS").
R E C I T A L S:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trust desires to retain UMBFS to render certain transfer
agency and dividend disbursement services, and UMBFS is willing to render such
services, all in accordance with the terms of this Agreement.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein 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:
ARTICLE I
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DEFINITIONS
In addition to any terms defined elsewhere in this Agreement, the following
capitalized terms shall have the meanings set forth hereinafter whenever they
appear in this Agreement:
1.01 1940 Act shall mean the Investment Company Act of 1940, as amended
from time to time.
1.02 AML Laws shall mean the rules promulgated under Sections 326 and 352
of the USA PATRIOT Act.
1.03 Authorized Person shall mean any individual who is authorized to
provide UMBFS with Instructions and requests on behalf of the Trust, whose name
shall be certified to UMBFS from time to time pursuant to Section 8.01 of this
Agreement.
1.04 Board of Trustees shall mean the Board of Trustees of the Trust.
1.05 Custodian shall mean the financial institution appointed as custodian
under the terms and conditions of the custody agreement between the financial
institution and the Trust, or its successor.
1.06 Declaration of Trust shall mean the Declaration of Trust or other
similar operational document of the Trust, as the case may be, and as the same
may be amended from time to time.
1.07 Exchange Act shall mean the Securities Exchange Act of 1934, as
amended from time to time.
1.08 Fund shall mean each separate series of Shares offered by the Trust
representing interests in a separate portfolio of securities and other assets
for which the Trust has appointed UMBFS as transfer agent and dividend
disbursing agent under this Agreement.
1.09 Fund Business Day shall mean each day on which the New York Stock
Exchange, Inc. is open for trading.
1.10 Instructions shall mean an oral communication from an Authorized
Person or a written communication signed by an Authorized Person and actually
received by UMBFS. Instructions shall include manually executed originals,
telefacsimile transmissions of manually executed originals or electronic
communications.
1.11 Prospectus shall mean the current Prospectus and Statement of
Additional Information with respect to a Fund (including any applicable
supplement) actually received by UMBFS from the Trust with respect to which the
Trust has indicated a registration statement has become effective under the
Securities Act and the 1940 Act.
1.12 Securities Act shall mean the Securities Act of 1933, as amended from
time to time.
1.13 Shares shall mean such shares of beneficial interest, or class
thereof, of each respective Fund of the Trust as may be issued from time to
time.
1.14 Shareholder shall mean a record owner of Shares of each respective
Fund of the Trust.
ARTICLE II
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APPOINTMENT OF TRANSFER AGENT
2.01 Appointment. The Trust hereby appoints for the term of this Agreement
UMBFS as transfer agent and dividend disbursing agent of the Shares of each Fund
listed on Schedule A hereto, and any additional Fund that the Trust and UMBFS
may agree to include on Schedule A, as amended. UMBFS hereby accepts such
appointment as transfer agent and dividend disbursing agent and agrees to
perform the duties thereof as hereinafter set forth.
2.02 Duties.
A. UMBFS shall perform the transfer agent and dividend disbursement
services described on Schedule B hereto and such additional services as may be
agreed to by the parties from time to time and set forth in an amendment to
Schedule B (collectively, the "Services"). UMBFS shall have no duties or
responsibilities other than those specifically set forth in this Agreement, and
no covenant or obligation to carry out any other duties or responsibilities
shall be implied in this Agreement against UMBFS.
B. UMBFS may, in its discretion, appoint other parties to carry out
some or all of its responsibilities under this Agreement.
2.03 Deliveries.
A. In connection with UMBFS' appointment as transfer agent and
dividend disbursing agent, the Trust shall deliver or cause the following
documents to be delivered to UMBFS:
(1) A copy of the Declaration of Trust and By-laws of the Trust and
all amendments thereto, certified by the Secretary of the Trust;
(2) A certificate signed by the President and Secretary of the Trust
specifying the number of authorized Shares and the number of such authorized
Shares issued and currently outstanding, if any, the validity of the authorized
and outstanding Shares, whether such Shares are fully paid and non-assessable,
and the status of the Shares under the Securities Act and any other applicable
federal law or regulation;
(3) A certified copy of the resolutions of the Board of Trustees of
the Trust appointing UMBFS as transfer agent and dividend disbursing agent and
authorizing the execution of this Transfer Agency Agreement on behalf of the
Trust;
(4) Copies of the Trust's Registration Statement, as amended to date,
and the most recently filed Post-Effective Amendment thereto, filed by the Trust
with the Securities and Exchange Commission under the Securities Act and the
1940 Act, together with any applications filed in connection therewith;
(5) The certificate required by Section 8.01 of this Agreement, signed
by an officer of the Trust and designating the names of the Trust's initial
Authorized Persons; and
(6) A certificate as of a date to be determined by the parties
certifying that all accounts have been reconciled through that date as provided
in Section 5.01(G)(1).
B. The Trust agrees to deliver or to cause to be delivered to UMBFS in
Milwaukee, Wisconsin, at the Trust's expense, all of its Shareholder account
records in a format acceptable to UMBFS, as well as all other documents, records
and information that UMBFS may reasonably request in order for UMBFS to perform
the Services hereunder.
ARTICLE III
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COMPENSATION & EXPENSES
3.01 Compensation. As compensation for the performance of the Services, the
Trust agrees to pay UMBFS the fees set forth on Schedule C attached hereto. Fees
shall be adjusted in accordance with Schedule C or as otherwise agreed to by the
parties from time to time. The parties may amend Schedule C to include fees
mutually agreed upon by the parties for any additional services requested by the
Trust or enhancements to current Services.
3.02 Expenses. The Trust also agrees to promptly reimburse UMBFS for all
out-of-pocket expenses or disbursements incurred by UMBFS in connection with the
performance of Services under this Agreement. Out-of-pocket expense shall
include, but not be limited to, those items specified on Schedule C hereto. If
requested by UMBFS, out-of-pocket expenses are payable in advance. Payment of
postage expenses, if prepayment is requested, is due at least seven days prior
to the anticipated mail date. In the event UMBFS requests advance payment, UMBFS
shall not be obligated to incur such expenses or perform the related Service(s)
until payment is received.
3.03 Payment Procedures.
A. The Trust agrees to pay all amounts due hereunder within thirty
(30) days of the date reflected on the statement for such Services (the "Due
Date"). Except as provided in Schedule C, UMBFS shall xxxx Service fees monthly,
and out-of-pocket expenses as incurred (unless prepayment is requested by
UMBFS). UMBFS may, at its option, arrange to have various service providers
submit invoices directly to the Trust for payment of reimbursable out-of-pocket
expenses.
B. The Trust is aware that its failure to remit to UMBFS all amounts
due on or before the Due Date will cause UMBFS to incur costs not contemplated
by this Agreement, including, but not limited to carrying, processing and
accounting charges. Accordingly, in the event that UMBFS does not receive any
amounts due hereunder by the due date, the Trust agrees to pay a late charge on
the overdue amount equal to one and one-half percent (1.5%) per month or the
maximum amount permitted by law, whichever is less. In addition, the Trust shall
pay UMBFS's reasonable attorney's fees and court costs if any amounts due UMBFS
are collected by or through an attorney. The parties hereby agree that such late
charge represents a fair and reasonable computation of the costs incurred by
reason of the Trust's late payment. Acceptance of such late charge shall in no
event constitute a waiver by UMBFS of the Trust's default or prevent UMBFS from
exercising any other rights and remedies available to it.
C. In the event that any charges are disputed, the Trust shall, on or
before the Due Date, pay all undisputed amounts due hereunder and notify UMBFS
in writing of any disputed charges which it is disputing in good faith. Payment
for such disputed charges shall be due on or before the close of the fifth (5th)
business day after the day on which UMBFS provides to the Fund documentation
which an objective observer would agree reasonably supports the disputed charges
(the "Revised Due Date"). Late charges shall not begin to accrue as to charges
disputed in good faith until the first day after the Revised Due Date.
3.04 Allocation of Risk. The Trust acknowledges that the fees charged by
UMBFS under this Agreement reflect the allocation of risk between the parties,
including the exclusion of remedies and limitations on liability in Article IX.
ARTICLE IV
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PROCESSING AND PROCEDURES
4.01 Issuance, Redemption and Transfer of Shares
A. UMBFS agrees to accept purchase orders and redemption requests with
respect to the Shares of each Fund via postal mail, telephone or personal
delivery on each Fund Business Day in accordance with such Fund's Prospectus;
provided, however, that UMBFS shall only accept purchase orders from states in
which the Shares are qualified for sale, as indicated from time to time by the
Trust. UMBFS shall, as of the time at which the net asset value of each Fund is
computed on each Fund Business Day, issue to and redeem from the accounts
specified in a purchase order or redemption request in proper form and accepted
by the Fund the appropriate number of full and fractional Shares based on the
net asset value per Share of the respective Fund specified in an advice received
on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Trust in connection with the issuance of any Shares in accordance
with this Agreement. UMBFS shall not be required to issue any Shares after it
has received from an Authorized Person or from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and UMBFS shall be entitled to rely upon such written
notification. Payment for Shares shall be in the form of a check, wire transfer,
Automated Clearing House transfer or such other methods to which the parties
shall mutually agree.
B. Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, UMBFS shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable federal law, make payment in accordance with
the Fund's redemption and payment procedures described in the Fund's Prospectus.
C. Except as otherwise provided in this paragraph, UMBFS will transfer
or redeem Shares upon presentation to UMBFS of instructions endorsed for
exchange, transfer or redemption, accompanied by such documents as UMBFS deems
necessary to evidence the authority of the person making such transfer or
redemption. UMBFS reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the endorsement or instructions are valid and
genuine. For that purpose, it will require, unless otherwise instructed by an
Authorized Person or except as otherwise provided in this paragraph, a guarantee
of signature by an "Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. UMBFS also reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which UMBFS, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no reasonable
basis to any claims adverse to such transfer or redemption. UMBFS may, in
effecting transfers and redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers (or such
other statutes which protect it and the Trust in not requiring complete
fiduciary documentation) and shall not be responsible for any act done or
omitted by it in good faith in reliance upon such laws. Notwithstanding the
foregoing or any other provision contained in this Agreement to the contrary,
UMBFS shall be fully protected by each Fund in not requiring any instruments,
documents, assurances, endorsements or guarantees, including, without
limitation, any signature guarantees, in connection with a redemption, exchange
or transfer of Shares whenever UMBFS reasonably believes that requiring the same
would be inconsistent with the transfer and redemption procedures described in
the Fund's Prospectus.
D. Notwithstanding any provision contained in this Agreement to the
contrary, UMBFS shall not be required or expected to require, as a condition to
any transfer or redemption of any Shares pursuant to a computer tape or
electronic data transmission, any documents to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
E. In connection with each purchase and each redemption of Shares,
UMBFS shall send such statements as are prescribed by the Federal securities
laws applicable to transfer agents or as described in the Fund's Prospectus. It
is understood that certificates for Shares have not been and will not be offered
by the Trust or available to investors.
F. UMBFS and the Trust shall establish procedures for effecting
purchase, redemption or transfer transactions accepted from investors by
telephone or other methods consistent with the terms of each Fund's Prospectus.
UMBFS may establish such additional procedures, rules and regulations governing
the purchase, redemption or transfer of Shares, as it may deem advisable and
consistent with a Fund's Prospectus and industry practice. UMBFS shall not be
liable, and shall be held harmless by the Trust, for its actions or omissions
which are consistent with the foregoing procedures.
G. The Trust agrees to provide UMBFS with prior notice of any increase
or decrease in the total number of Shares authorized to be issued, or the
issuance of any additional Shares of a Fund pursuant to stock dividends, stock
splits, recapitalizations, capital adjustments or similar transactions, and to
deliver to UMBFS such documents, certificates, reports and legal opinions as
UMBFS may reasonably request.
4.02 Dividends and Distributions.
A. The Trust shall give or cause to be given to UMBFS a copy of a
resolution of its Board of Trustees, that either:
(i) sets forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof, the
record date as of which Shareholders entitled to payment or accrual, as the case
may be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to UMBFS on such
payment date, or
(ii) authorizes the declaration of dividends and distributions on a
daily or other periodic basis and further authorizes UMBFS to rely on a
certificate of an Authorized Person setting forth the information described in
subsection (i) of this paragraph.
B. In connection with a reinvestment of a dividend or distribution of
Shares of a Fund, UMBFS shall as of each Fund Business Day, as specified in a
certificate or resolution described in paragraph A, issue Shares of the Fund
based on the net asset value per Share of such Fund specified in an advice
received from or on behalf of the Fund on such Fund Business Day.
C. Upon the mail date specified in such certificate or resolution, as
the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name of UMBFS
on behalf of a Fund, an amount of cash sufficient for UMBFS to make the payment,
as of the mail date specified in such certificate or resolution, as the case may
be, to the Shareholders who were of record on the record date. UMBFS will, upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders as of the record date. UMBFS shall not be liable for any
improper payments made in accordance with a certificate or resolution described
in the preceding paragraph. If UMBFS shall not receive from the Custodian
sufficient cash to make payments of any cash dividend or distribution to all
Shareholders of a Fund as of the record date, UMBFS shall, upon notifying the
Trust, withhold payment to such Shareholders until sufficient cash is provided
to UMBFS.
D. It is understood that UMBFS in its capacity as transfer agent and
dividend disbursing agent shall in no way be responsible for the determination
of the rate or form of dividends or capital gain distributions due to the
Shareholders pursuant to the terms of this Agreement. It is further understood
that UMBFS shall file with the Internal Revenue Service and Shareholders such
appropriate federal tax forms concerning the payment of dividend and capital
gain distributions but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to shareholders,
except and only to the extent, required by applicable federal law.
4.03 Records.
A. With respect to each Fund, UMBFS shall keep those records specified
in Schedule D hereto in the form and manner, and for such period, as it may deem
advisable but not inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act.
UMBFS shall only destroy records at the direction of the Trust, and any such
destruction shall comply with the provisions of Section 248.30(b) of Regulation
S-P (17 CFR 248.1-248.30). UMBFS may deliver to the Trust from time to time at
UMBFS's discretion, for safekeeping or disposition by the Trust in accordance
with law, such records, papers and documents accumulated in the execution of its
duties as transfer agent, as UMBFS may deem expedient, other than those which
UMBFS is itself required to maintain pursuant to applicable laws and
regulations. The Trust shall assume all responsibility for any failure
thereafter to produce any record, paper, or other document so returned, if and
when required. To the extent required by Section 31 of the 1940 Act and the
rules and regulations thereunder, the records specified in Schedule D hereto
maintained by UMBFS, which have not been previously delivered to the Trust
pursuant to the foregoing provisions of this paragraph, shall be considered to
be the property of the Trust, shall be made available upon request for
inspection by the officers, employees, and auditors of the Trust, and shall be
delivered to the Trust promptly upon request and in any event upon the date of
termination of this Agreement, in the form and manner kept by UMBFS on such date
of termination or such earlier date as may be requested by the Trust.
Notwithstanding anything contained herein to the contrary, UMBFS shall be
permitted to maintain copies of any such records, papers and documents to the
extent necessary to comply with the recordkeeping requirements of federal and
state securities laws, tax laws and other applicable laws.
B. UMBFS agrees to keep all records and other information relative to
the Funds' Shareholders confidential, not to use such information other than for
purposes of fulfilling its duties under the Agreement and not to disclose such
information except: (i) when requested to divulge such information by
duly-constituted authorities or court process, or (ii) when requested by a
Shareholder or Shareholder's agent with respect to information concerning an
account as to which such Shareholder has either a legal or beneficial interest,
or (iii) when requested by the Trust, a Fund, the Shareholder, the Shareholder's
agent or the dealer of record with respect to such account, or (iv) to seek to
prevent fraud and/or money laundering by providing certain shareholder
information to other financial institutions, or (v) to an affiliate, as defined
by Section 248.3(a) of Regulation S-P; or (vi) pursuant to any other exception
permitted by Sections 248.14 and 248.15 of Regulation S-P in the ordinary course
of business to carry out the activities covered by the exception under which
UMBFS received the information. In case of any requests or demands for
inspection of the records of the Funds, UMBFS will notify the Trust promptly of
such request or demand and endeavor to secure instructions from a representative
of the Trust as to such inspection. Records and information which have become
known to the public through no wrongful act of UMBFS or any of its employees,
agents or representatives, and information which was already in the possession
of UMBFS prior to receipt thereof, shall not be subject to this paragraph.
C. UMBFS acknowledges that the Trust's non-public information,
including but not limited to a Fund's portfolio holdings information
("Non-public Information") is the confidential property of the Trust. UMBFS
agrees that during the term of this Agreement, it shall maintain policies
reasonably designed to prohibit the dissemination or use of the Non-public
Information by UMBFS or its employees, affiliates, subsidiaries, parent,
officers, directors, advisors and contractors ("Representatives"), except as
provided in this Agreement. In any event, neither UMBFS nor its Representatives
shall engage in securities transactions based on Non-public Information or
knowledge of a Fund's trading position or plans.
4.04 Compliance Policies and Procedures.
UMBFS shall provide the Trust with quarterly and annual certifications
(on a calendar basis) with respect to the design and operational effectiveness
of its compliance policies and procedures ("Compliance Policies and
Procedures"). UMBFS shall also provide the Trust with ongoing, direct and prompt
access to UMBFS' compliance personnel and cooperate with the Trust's Chief
Compliance Officer in order to provide assistance to the Trust in carrying out
its obligations under Rule 38a-1 of the 1940 Act ("Rule 38a-1").
UMBFS shall provide the Trust's Chief Compliance Officer promptly with
any material changes to its Compliance Policies and Procedures. UMBFS shall
notify the Trust promptly in the event that a Material Compliance Matter, as
defined under Rule 38a-1, occurs with respect to its Compliance Policies and
Procedures and will cooperate with the Trust in providing the Trust with
periodic and special reports in the event any Material Compliance Matter occurs.
A "Material Compliance Matter" has the same meaning as the term is defined in
Rule 38a-1, and includes any compliance matters that involve: (1) a violation of
the Federal Securities Laws by UMBFS (or its officer, directors, employees, or
agents); (2) a violation of its Compliance Policies and Procedures; or (3) a
weakness in the design or implementation of its Compliance Policies and
Procedures.
UMBFS (and anyone acting under the direction of UMBFS) shall refrain
from, directly or indirectly, taking any action to coerce, manipulate, mislead,
or fraudulently influence the Trust's Chief Compliance Officer in the
performance of her or his responsibilities under Rule 38a-1.
ARTICLE V
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REPRESENTATION AND WARRANTIES
5.01 Representations of Trust. The Trust represents and warrants to UMBFS
that:
A. It is a statutory trust duly organized and existing under the laws
of the State of Delaware; it is empowered under applicable laws and by its
Declaration of Trust and By-laws to enter into and perform this Agreement; and
all requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
B. Any officer of the Trust has the authority to appoint additional
Authorized Persons, to limit or revoke the authority of any previously
designated Authorized Person, and to certify to UMBFS the names of such
Authorized Persons.
C. It is duly registered as an investment company under the 1940 Act.
D. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities laws
filings have been made and will continue to be made, with respect to Shares of
the Fund being offered for sale.
E. All outstanding Shares are validly issued, fully paid and
non-assessable and, when Shares are hereafter issued in accordance with the
terms of the Trust's Declaration of Trust and the applicable Fund's Prospectus,
such Shares shall be validly issued, fully paid and non-assessable.
F. All shareholder tax reporting has been completed timely and
accurately, including the distribution of Forms 5498s for the 2005 tax year.
G. (1) The Funds, and all shareholder accounts, are in balance and all
accounts reconciled and current as of the date of this Agreement, (2) there are
no outstanding issues relating to transfer agent activities and shareholder and
Trust record keeping, including those related to shareholder accounts and
transaction activity, and (3) there are no existing or potential claims,
litigation or demands by shareholders or others relating to the Trust, or any of
the Funds or their officers or Trustees, except as disclosed in writing and
dated as of the date of this Agreement to UMBFS.
5.02 Representations of UMBFS. UMBFS represents and warrants to the Trust
that:
A. It is a corporation duly organized and existing under the laws of
the State of Wisconsin; it is empowered under applicable law and by its Articles
of Incorporation and By-laws to enter into and perform this Agreement; and all
requisite proceedings have been taken to authorize it to enter into and perform
this Agreement.
B. It is duly registered as a transfer agent under Section 17A of the
1934 Act to the extent required.
C. It has received a copy of each Fund's Prospectus which describes
how sales and redemptions of Shares shall be made.
D. It has an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Trust, UMBFS
shall provide evidence that coverage is in place.
ARTICLE VI
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ADDITIONAL COVENANTS AND AGREEMENTS
6.01 Information Updates. During the term of this Agreement the Trust shall
have the ongoing obligation to provide UMBFS with the following documents as
soon as they become effective: (i) certified copies of all amendments to its
Declaration of Trust and By-laws made after the date of this Agreement; and (ii)
a copy of each Fund's currently effective Prospectus. For purposes of this
Agreement, UMBFS shall not be deemed to have notice of any information contained
in any such Prospectus until 10 business days after it is actually received by
UMBFS.
6.02 Share Qualification. The Trust agrees to take or cause to be taken all
requisite steps to qualify the Shares for sale in all states in which the Shares
shall at the time be offered for sale and require qualification. If the Trust
receives notice of any stop order or other proceeding in any such state
affecting such qualification or the sale of Shares, or of any stop order or
other proceeding under the federal securities laws affecting the sale of Shares,
the Trust will give prompt notice thereof to UMBFS.
6.03 Compliance with Laws. The Trust will comply with all applicable
requirements of the Securities Act, the Exchange Act, the 1940 Act, blue sky
laws, and any other applicable laws, rules and regulations. To the extent
applicable to the Services it provides to the Trust, UMBFS will comply with all
applicable requirements of the Securities Act, the 1940 Act, blue sky laws, and
any other applicable laws, rules and regulations.
6.04 Additional Duties. The Trust agrees that it shall advise UMBFS at
least 30 days prior to effecting any change in a Fund's Prospectus which would
increase or alter the duties and obligations of UMBFS hereunder, and, except as
otherwise required by law, shall proceed with such change only if it shall have
received the written consent of UMBFS thereto.
6.05 Transfer Agent System. UMBFS shall retain all right, title and
interest in and any and all computer programs, screen formats, report formats,
procedures, data bases, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters, concepts,
expertise, trade secrets, trademarks and other related legal rights provided,
developed or utilized by UMBFS in connection with the Services provided by UMBFS
to the Trust hereunder.
6.06 Disaster Recovery and Business Continuity Plan and Computer System.
UMBFS shall maintain a disaster recovery and business continuity plan and
adequate and reliable computer and other equipment necessary and appropriate to
carry out its obligations under this Agreement. Upon the Trust's reasonable
request, UMBFS shall provide supplemental information concerning the aspects of
its disaster recovery and business continuity plan that are relevant to the
services hereunder.
ARTICLE VII
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AML DELEGATION
7.01 Background. In order to assist its transfer agent clients with their
anti-money laundering responsibilities under the AML Laws, UMBFS offers various
tools designed to promote the detection and reporting of potential money
laundering activity by monitoring certain aspects of shareholder activity,
assist in the verification of persons opening accounts with the Trust and
determine whether such persons appear on any list of known or suspected
terrorists or terrorist organizations. The Trust has, after review, selected
various procedures and tools offered by UMBFS to comply with its anti-money
laundering and customer identification program obligations under the AML Laws
(the "AML Procedures"), and desires to implement the AML Procedures as part of
its overall anti-money laundering program and, subject to the terms of the AML
Laws, delegate to UMBFS the day-to-day operation of the AML Procedures on behalf
of the Trust.
7.02 Delegation. The Trust acknowledges that it has had an opportunity to
review, consider and comment upon and select the AML Procedures and the Trust
has determined that they, as part of the Trust's overall anti-money laundering
program, are reasonably designed to prevent the Trust from being used for money
laundering or the financing of terrorist activities and to achieve compliance
with the applicable provisions of the AML Laws. Based on this determination, the
Trust hereby instructs and directs UMBFS to implement the AML Procedures on its
behalf, as such may be amended or revised from time to time. The AML Procedures
apply only to shareholders who are residents of the United States.
7.03 Amendment to Procedures. It is contemplated that the AML Procedures
will be amended from time to time by the parties as directed by the Trust based
on its experience in the operation of the AML Procedures and/or as additional
regulations are adopted and/or regulatory guidance is provided relating to the
Trust's anti-money laundering responsibilities.
7.04 Reporting. UMBFS agrees to provide to the Trust (i) prompt
notification of any transaction or combination of transactions that UMBFS
believes, based on the AML Procedures, evidence money laundering activity in
connection with the Trust or any shareholder of the Trust, (ii) any reports
received by UMBFS from any government agency or applicable industry
self-regulatory organization pertaining to UMBFS's anti-money laundering
monitoring on behalf of the Trust as provided in this Article VII, (iii) any
action taken in response to anti-money laundering violations as described in (i)
or (ii) and (iv) an annual report of its monitoring and verification activities
on behalf of the Trust. UMBFS shall provide such other reports on the
verification activities conducted at the direction of the Trust as may be agreed
to from time to time by UMBFS and the Trust's anti-money laundering compliance
officer.
7.05 Inspection. The Trust hereby directs, and UMBFS acknowledges, that
UMBFS shall (1) permit federal regulators access to such information and records
maintained by UMBFS and relating to UMBFS's implementation of the AML Procedures
on behalf of the Trust, as they may request, and (2) permit such federal
regulators to inspect UMBFS' implementation of the AML Procedures on behalf of
the Trust.
ARTICLE VIII
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TRUST INSTRUCTIONS
8.01 Authorized Persons. Upon the execution of this Agreement, the Trust
shall provide UMBFS with a certificate containing the names of the initial
Authorized Persons in a form acceptable to UMBFS. Any officer of the Trust shall
be considered an Authorized Person (unless such authority is limited in a
writing from the Trust and received by UMBFS) and has the authority to appoint
additional Authorized Persons, to limit or revoke the authority of any
previously designated Authorized Person, and to certify to UMBFS the names of
the Authorized Persons from time to time. The Trust shall provide UMBFS with an
updated certificate evidencing the appointment, removal or change of authority
of any Authorized Person, it being understood UMBFS shall not be held to have
notice of any change in the authority of any Authorized Person until receipt of
written notice thereof from the Trust.
8.02 Acceptance of Instructions. UMBFS, its officers, agents or employees
shall accept Instructions given to them by any person representing or acting on
behalf of the Trust only if such representative is an Authorized Person. The
Trust agrees that when oral Instructions are given, it shall, upon the request
of UMBFS, confirm such Instructions in writing.
8.03 Request for Instructions. At any time, UMBFS may request Instructions
from the Trust with respect to any matter arising in connection with this
Agreement. If such Instructions are not received within a reasonable time, then
UMBFS may seek advice from legal counsel for the Trust at the expense of the
Trust, or its own legal counsel at its own expense, and it shall not be liable
for any action taken or not taken by it in good faith in accordance with such
Instructions or in accordance with advice of counsel.
ARTICLE IX
----------
LIMITATION OF LIABILITY; INDEMNIFICATION
9.01 Limitation of Liability. Notwithstanding anything contained in this
Agreement to the contrary, UMBFS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust or the Funds in
connection with the matters to which this Agreement relates, except for a loss
resulting from UMBFS' willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by UMBFS of its obligations
and duties under this Agreement. Furthermore, UMBFS shall not be liable for (1)
any action taken or omitted to be taken in accordance with or in reliance upon
written or oral instructions, advice, data, documents or information (without
investigation or verification) received by UMBFS from an officer or
representative of the Trust or from a representative of any of the parties
referenced in Section 11.09, or (2) any action taken or omission by a Fund, the
Trust, investment adviser(s) or any past or current service provider other than
UMBFS' affiliates, except to the extent such action or omission by the Fund or
Trust resulted from UMBFS' willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by UMBFS of its obligations
and duties under this Agreement.
9.02 Indemnification.
A. The Trust agrees to indemnify and hold harmless UMBFS, its
employees, agents, officers, directors, affiliates and nominees (each a "UMBFS
Indemnified Party") from and against any and all claims, demands, actions and
suits, and from and against any and all judgments, liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every nature and character (a
"Claim", and collectively "Claims") which may be asserted against or incurred by
any UMBFS Indemnified Party or for which any UMBFS Indemnified Party may be held
liable arising out of or in any way relating to any of the following:
(i) any action or omission of UMBFS except to the extent a Claim
resulted from UMBFS' willful misfeasance, bad faith, negligence in the
performance of its duties or from reckless disregard by it of its obligations
and duties hereunder;
(ii) UMBFS' reliance on, implementation of, or use, without
investigation or verification, of information, data, records and documents
received by UMBFS from the Trust, or from a representative of any of the parties
referenced in Section 11.09, or any third party acting on behalf of the Trust;
(iii) the reliance on, or the implementation of, any Instructions or
any other advice, instructions, requests or directions of the Trust or from a
representative of any of the parties referenced in Section 11.09, or any third
party acting on behalf of the Trust;
(iv) UMBFS' acting upon telephone or electronic instructions relating
to the purchase, exchange or redemption of Shares received by UMBFS in
accordance with procedures established by UMBFS and the Trust;
(v) any action taken by or omission of a Fund, the Trust, investment
adviser or sub-adviser(s) or any past or current service provider other than
UMBFS' affiliates;
(vi) the acceptance, processing and/or negotiation of a fraudulent
payment for the purchase of Shares unless the result of UMBFS' or its
affiliates' willful misfeasance, bad faith or negligence in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement (In the absence of a finding to the contrary, the acceptance,
processing and/or negotiation of a fraudulent payment for the purchase of Shares
shall be presumed not to have been the result of UMBFS' or its affiliates'
willful misfeasance, bad faith or negligence); or
(vii) the offer or sale of Shares in violation of any requirement
under the securities laws or regulations of any state that such Shares be
qualified for sale in such state or in violation of any stop order or
determination or ruling by any state with respect to the offer or sale of such
Shares in such state.
B. UMBFS agrees to indemnify and hold harmless the Fund, its
employees, agents, officers, trustees, affiliates and nominees (each, a "Trust
Indemnified Party") from and against any and all Claims arising out of or in any
way relating to UMBFS' willful misfeasance, bad faith or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
as set forth in the Agreement.
9.03 Indemnification Procedures.
A. Any person seeking indemnification under this Agreement (the
"Indemnified Party") from or against the assertion of any claim by a third party
will give prompt notice to the party from whom such indemnification is sought
(the "Indemnifying Party"); provided, however, that failure to give prompt
notice will not relieve the Indemnifying Party of any liability hereunder
(except when the Indemnifying Party suffers actual material prejudice in the
defense of the claim or increased liability for damages by reason of such
failure). The Indemnifying Party and the Indemnified Party will cooperate in the
defense or prosecution of any third party claims. The Indemnifying Party shall
assume and will have control over the defense and/or settlement of the claim;
provided that (i) defense counsel retained by the Indemnifying Party shall be
reasonably satisfactory to the Indemnified Party, and (ii) subject to such
control, the Indemnified Party may participate in such defense with counsel of
its choosing at its own expense. Neither the Indemnifying Party nor the
Indemnified Party will enter into any settlement of any such claim or legal
proceeding relating thereto without the prior written consent of the other
party, such consent not to be unreasonably withheld or delayed.
The obligations of the parties under the Sections 9.02 and 9.03 shall
survive the termination of this Agreement.
9.04 Force Majeure. Notwithstanding the foregoing or any other provision of
this Agreement, UMBFS assumes no responsibility hereunder, and shall not be
liable, for any default, damage, loss of data or documents, errors, delay or any
other loss whatsoever caused by a Force Majeure Event or by an event beyond its
reasonable control with respect to computer or equipment failures. A Force
Majeure Event is an act of civil or military authority, an act of God or war,
terrorism, civil disorder or disturbance, riot, labor dispute, or an act or
omission of another party. In the event of a Force Majeure Event or an event
beyond its reasonable control with respect to computer or equipment failures,
UMBFS shall follow applicable procedures in its disaster recovery and business
continuity plan and use commercially reasonable efforts to minimize any service
interruption.
9.05 Consequential Damages. In no event and under no circumstances shall
UMBFS, its affiliates or any of its or their officers, directors, agents or
employees be liable to anyone, including, without limitation,the Trust, under
any theory of tort, contract, strict liability or other legal or equitable
theory for lost profits, exemplary, punitive, special, indirect or consequential
damages for any act or failure to act under any provision of this Agreement
regardless of whether such damages were foreseeable and even if advised of the
possibility thereof.
9.06 Additional Limitations and Exclusions. Notwithstanding any other
provision of this Agreement, UMBFS shall have no duty or obligation under this
Agreement to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the sufficiency
of the amount to be received therefor, or the authority of the Trust, as the
case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares or of a purchase or
redemption of any Shares, the propriety of the amount to be paid therefor, or
the authority of the Trust, as the case may be, to request such transfer or
redemption;
(c) The legality of the declaration of any dividend by a Fund, or the
legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
ARTICLE X
---------
TERM AND TERMINATION
10.01 Term. This Agreement shall become effective with respect to each Fund
listed on Schedule A hereof as of the date this Agreement is executed and, with
respect to each Fund not in existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is executed. This Agreement
shall continue in effect with respect to each Fund until terminated as provided
herein.
10.02 Termination.
(a) Either party may terminate this Agreement at any time by giving
the other party a written notice not less than sixty (60) days prior to the date
the termination is to be effective. In the event such notice is given by the
Trust pursuant to Section 10.02, it shall be accompanied by a copy of a
resolution of the Board of Trustees of the Trust certified by the Secretary or
any Assistant Secretary, electing to terminate this Agreement and designating
the successor transfer agent or transfer agents. In the event such notice is
given by UMBFS, the Trust shall on or before the termination date, deliver to
UMBFS a copy of a resolution of its Board of Trustees certified by the Secretary
or any Assistant Secretary designating a successor transfer agent or transfer
agents. In the absence of such designation by the Trust, the Trust shall be
deemed to be its own transfer agent as of the termination date and UMBFS shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement. Fees and out-of-pocket expenses incurred by UMBFS, but unpaid by the
Trust upon such termination, shall be immediately due and payable upon and
notwithstanding such termination.
10.03 Effect of Termination. Notwithstanding anything herein to the
contrary, upon the termination of this Agreement or the liquidation of the Trust
or a Fund, UMBFS shall deliver the records of the Fund or Trust, in a form that
is consistent with UMBFS' applicable license agreements, to the Trust or
person(s) designated by the Trust at the Trust's cost and expense, and
thereafter the Trust or its designee shall be solely responsible for preserving
the records for the periods required by all applicable laws, rules and
regulations. Upon the termination of the Agreement as provided herein, UMBFS,
upon the written request of the Trust, shall deliver the records of the Trust.
The Trust shall be responsible to UMBFS for all costs and expenses associated
with the preparation and delivery of such media and all reasonable trailing
expenses incurred by UMBFS, including, but not limited to: (a) out-of-pocket
expenses; (b) any custom programming requested by the Trust in connection with
the preparation of such media and agreed upon by UMBFS; (c) transportation of
forms and other materials used in connection with the processing of Trust
transactions by UMBFS; and (d) transportation of records and files in the
possession of UMBFS. In addition, UMBFS shall be entitled to such compensation
as the parties may mutually agree for any services other than the preparation
and delivery of such media requested by the Trust and agreed to by UMBFS in
connection with the termination of this Agreement or the liquidation or merger
of the Trust. UMBFS shall not reduce the level of service provided to the Trust
prior to termination following notice of termination by the Trust.
ARTICLE XI
----------
MISCELLANEOUS
11.01 Notices. Any notice required or permitted to be given by either party
to the other under this Agreement shall be in writing and shall be deemed to
have been given when sent by either an overnight delivery service or by
registered or certified mail, postage prepaid, return receipt requested, to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:
If to UMBFS: UMB Fund Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
If to the Trust: Aegis Funds
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: President
11.02 Amendments/Assignments.
A. Except as provided to the contrary herein, this Agreement may not
be amended or modified in any manner except by a written agreement executed by
both parties with the formality of this Agreement.
B. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This Agreement
shall not be transferred or assigned by either party without the written consent
of the other party, except that, with respect to UMBFS, a "transfer" or
"assignment" shall not be deemed to have occurred if UMBFS transfers or assigns
the Agreement in connection with a transaction that does not result in a change
of actual control or management of UMBFS (a "Permitted Assignment"). UMBFS
agrees to provide to the Trust written notice of any Permitted Assignment
promptly.
11.03 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin, without regard to
its conflict of law provisions.
11.04 Severability. If any part, term or provision of this Agreement is
determined by the courts or any regulatory authority having jurisdiction over
the issue to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
11.05 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
11.06 Non-Exclusivity; Other Agreements. The services of UMBFS hereunder
are not deemed exclusive and UMBFS shall be free to render similar and other
services to others. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not affect any
rights or obligations of any other party hereunder.
11.07 Captions. The captions in the Agreement are included for convenience
of reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
11.08 Trust Limitations. This Agreement is executed by the Trust with
respect to each of the Funds and the obligations hereunder are not binding upon
any of the trustees, officers or shareholders of the Trust individually but are
binding only upon the Fund to which such obligations pertain and the assets and
property of such Fund. All obligations of the Trust under this Agreement shall
apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be
liable for the obligations of another Fund. The Fund's Declaration of Trust is
on file with the State of Delaware.
11.09 Reliance on Information and Instructions. The Trustees of the Trust
shall cause the officers, trustees, directors, investment adviser(s) and
sub-advisers, legal counsel, independent accountants, custodian and other
service providers and agents, past or present, for the Funds to cooperate with
UMBFS and to provide UMBFS with such information, documents and advice as
necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS
to perform its duties hereunder. In connection with its duties hereunder, UMBFS
shall (without investigation or verification) be entitled, and is hereby
instructed to, rely upon any and all instructions, advice, information or
documents provided to UMBFS by an officer or representative of the Funds or by
any of the aforementioned persons. UMBFS shall be entitled to rely on any
document that it reasonably believes to be genuine and to have been signed or
presented by the proper party. Fees charged by such persons shall be an expense
of the Trust. UMBFS shall not be held to have notice of any change of authority
of any officer, agent, representative or employee of the Trust, investment
adviser(s) or service provider until receipt of written notice thereof from the
Trust. As used in this Agreement, the term "investment adviser" includes all
sub-advisers or persons performing similar services.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
UMB FUND SERVICES, INC. AEGIS FUNDS
By: ______________________________ By: ________________________________
(Signature) (Signature)
------------------------------ --------------------------------
(Name) (Name)
------------------------------ --------------------------------
(Title) (Title)
------------------------------ --------------------------------
(Date Signed) (Date Signed)
Schedule A
to the
Transfer Agency Agreement
by and between
Aegis Funds
and
UMB Fund Services, Inc.
NAMES OF FUNDS
--------------
Aegis High Yield Fund
Schedule B
----------
to the
Transfer Agency Agreement
by and between
Aegis Funds
and
UMB Fund Services, Inc.
SERVICE SCHEDULE
----------------
UMBFS shall provide the following services for each Fund:
o Set up and maintain shareholder accounts and records, including IRAs and
other retirement accounts
o Make personal follow-up calls to prospects who return incomplete
applications
o Store account documents electronically
o Receive and respond to investor account inquiries by telephone or mail, or
by e-mail if the response does not require the reference to specific
shareholder account information
o Process purchase and redemption orders, transfers, and exchanges, including
automatic purchases and redemptions via postal mail, telephone and personal
delivery, provided payment for shares is in the form of a check, wire
transfer or requested Automated Clearing House transfer, or such other
means as the parties shall mutually agree
o Process dividend payments by check, wire or ACH, or reinvest dividends
o Issue daily transaction confirmations and monthly or quarterly statements
and other confirmable transactions in shareholder accounts
o Issue clerical confirmation statements for maintenance transactions
o Provide cost basis statements
o Mail prospectus, annual and semiannual reports, and other shareholder
communications to existing shareholders
o Implement the Trust's AML Procedures as contemplated by Article VII
o File IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders and/or
the IRS
o If applicable, handle load and multi-class processing, including rights of
accumulation and purchases by letters of intent
o If applicable, calculate 12b-1 plan fees
o Provide standards to structure forms and applications for efficient
processing
o Follow up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder letters
o Provide basic report access (one person)
o Conduct periodic Postal clean-up
o Withhold taxes on U.S. resident and non-resident alien accounts
o Interface with Fund custodian as appropriate
The foregoing services do not include correcting, verifying or addressing any
prior actions or inactions by any Fund or by any prior service provider. To the
extent UMBFS agrees to take such actions, those actions taken shall be deemed
part of this service schedule.
Optional Services
-----------------
The Trust may contract with UMBFS to provide one or more of the following
optional services. Additional fees apply.
o UMBFS' Internet services, including Adviser Services, RIA/Broker Services,
Shareholder Services, NAV Services, Vision, Adviser Central and email
services
o UMBISG VRU services (per fund group)
o Shareholder "welcome" packages with initial confirmation
o Access to UMBFS' Tax and Retirement Group to answer questions and
coordinate retirement plan options
o Money market funds for short-term investment or exchanges
o Dedicated service representatives
o Weekend and holiday shareholder services
o Customized reorder form tracking
o Give dealers access through NSCC's Fund/SERV and Networking
o Customized forms and applications
o Training of adviser staff on regulatory developments
o Additional Advance Reporting Solutions licenses
o Monitor and make appropriate filings pursuant to the escheatment laws of
relevant states and U.S. territories
Schedule C
to the
Transfer Agent Agreement
by and between
Aegis Funds
and
UMB Fund Services, Inc.
Fund Administration, Accounting, Custody &
Transfer Agent and Investor Services Fees
-----------------------------------------
Annual Asset-Based Fee, (per Fund)+
o On the first $300 Million in assets 10.0 basis points, and
o On assets between $300 Million and $800 Million 8.0 basis points, and
o On assets between $800 Million and $1.3 Billion 6.0 basis points, and
o On assets over $1.3 Billion 4.0 basis points
Minimum Annual Fee+
-------------------
$40,000 minimum annual asset-based fee for each Fund.
The annual asset-based fee assessed does not include any optional services,
out-of-pocket and other related expenses as detailed in this schedule, or which
may be agreed to in writing by both parties in a subsequent document.
----------
+ During the period when the Administration and Fund Accounting and Custody
Agreement are effective, pending the conversion of the transfer agency
function, the fees for services shall be discounted 50% (except for
out-of-pocket expenses).
Out-of-Pocket and Other Related Expenses
Fund Administration & Accounting out-of-pocket expenses include, but are not
limited to, XXXXX filing fees, research-related fees and expenses, NASDAQ fees,
express delivery charges and travel on behalf of fund business. Other related
expenses include pricing of portfolio securities.
*Transfer Agent and Investor Services out-of-pocket expenses include, but are
not limited to, statement paper, check stock, envelopes, tax forms, retirement
plan documents, postage and direct delivery charges, 22c-2 fees, telephone and
long distance charges, NSCC participant charges, customer identity-check fees,
P.O. box rental, year-end programming, tape/disc/inventory/record storage,
toll-free number and bank account service fees.
Custody out-of-pocket expenses include, but are not limited to, security
transfer fees, certificate fees, shipping/courier fees or charges, Euroclear or
global custody processing fees or charges, wire transfer and check issuance
charges, FDIC insurance premiums, legal review/processing of restricted and
private placement securities, and options/futures processing.
*UMBFS will pay all fees and charges associated with the transfer agency
conversion except for out-of-pocket expenses. However, in the event the Trust
terminates the Transfer Agency Agreement within 5 years of thetheits effective
date, the Trust shall pay the following:
Year 1: 100% of conversion costs
Year 2: 80% of conversion costs
Year 3: 60% of conversion costs
Year 4: 40% of conversion costs
Year 5: 20% of conversion costs
Transfer Agent and Investor Services Optional Services
Voice Response Unit (VRU):
--------------------------
Initial set-up fee $3,000
Maintenance fee, annual $1,800
per call, each $.40 per call
Advanced Reporting Solutions (ARS), annual
(includes one license) $3,500
-------------------------------------------
Costs of Additional ARS licenses:
|_| Additional interactive user license
(per license per year) $1,000
|_| Analyst named user license
(per license per year) $2,500
Shareholder Browser on-line services:
-------------------------------------
Initial set-up fee $5,000
Maintenance fee, annual $2,500
per inquiry, each $.15 per inquiry
New account set-up, one-time $1.60 per account
per transaction/account maintenance, each $.50 per transaction
Web-based document mailings:
----------------------------
Initial set-up fee $1,500
per shareholder, per mailing $.10 each
Provide files to 'Vision' or 'Advisor Central',
per service, per month $600
Escheatment filing (per state) $50.00
------------------
Additional fees of $150 per hour or as quoted may apply for custom programming
to meet specialized servicing requirements.
Fees for services not contemplated by this schedule will be negotiated on a
case-by-case basis.
Schedule D
to the
Transfer Agent Agreement
by and between
Aegis Funds
and
UMB Fund Services, Inc.
RECORDS MAINTAINED BY UMBFS
UMBFS shall maintain the following records with respect to each Fund:
Account applications
Canceled certificates plus stock powers and supporting documents
Checks including check registers, reconciliation records, any adjustment records
and tax withholding documentation
Indemnity bonds for replacement of lost or missing stock certificates and checks
Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Fund
SK 23261 0002 690541
