Exhibit 99(h)1
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 1st day of April, 2007 by and
between U.S. Global Accolade Funds, an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, having its principal
office and place of business at 0000 Xxxxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000
(hereinafter referred to as the "Trust"), and United Shareholder Services,
Inc., a Texas corporation authorized to do business at 0000 Xxxxxxxxx Xxxx,
Xxx Xxxxxxx, Xxxxx 00000 (hereinafter referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust on behalf of each Fund and the Transfer Agent agree as
follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Authorized Person" includes the President, any Vice President,
the Secretary, Treasurer, the persons listed in Appendix A
hereto, as such Appendix may be amended from time to time, or
any other person, whether or not the person is an Officer or
employee of the Trust, duly authorized to give Oral Instructions
and Written Instructions on behalf of the Trust as indicated in
a certification pursuant to Section 7(d) or 7(e) hereof as the
Transfer Agent may receive from time to time;
(b) "By-Laws" means the By-Laws that are currently effect for the
Trust, as such may be amended from time to time.
(c) "Certificate" means any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given
to the Transfer Agent, which the Transfer Agent actually
receives and which any two Officers of the Trust have signed on
its behalf;
(d) "Commission" has the meaning given it in the 1940 Act;
(e) "Custodian" refers to the custodian of all of the securities and
other moneys the Trust owns;
(f) "Declaration of Trust" means the Master Trust Agreement and
Declaration of Trust of the Trust, as it is amended from time to
time;
(g) "Fund" means each series of Shares established and designated
under or in accordance with the provisions of the Declaration of
Trust, as listed in Appendix D, which Appendix may be amended
from time to time;
(h) "Officer" means the President, Vice President, Secretary, and
Treasurer;
(i) "Oral Instructions" means instructions orally communicated to
and actually received by the Transfer Agent from an Authorized
Person or from a person the Transfer Agent reasonably believes
to be an Authorized Person;
(j) "Prospectus" means the most current effective prospectus
relating to the particular Fund's Shares under the Securities
Act of 1933, as amended;
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 2 OF 29
(k) "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Fund of the Trust
(as the context may require) shall be divided from time to time;
(l) "Shareholder" means a record owner of Shares;
(m) "Trust" refers to the Massachusetts business trust established
under the Declaration of Trust;
(n) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(o) "Written Instruction" means a written communication the Transfer
Agent actually receives from an Authorized Person or from a
person the Transfer Agent reasonably believes to be an
Authorized Person by telex or any other system whereby the
receiver of a communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity
of the sender of the communication; and
(p) The "1940 Act" refers to the Investment Company Act of 1940, as
amended and the regulations thereunder.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does hereby
represent and warrant to the Trust that (a) it is duly registered as
a transfer agent as provided in Section 17A(c) of the Securities
Exchange Act of 1934, as amended; (b) it is duly organized and
existing and in good standing under the laws of the state of Texas;
(c) that it is empowered under applicable laws and by its
organizational documents and By-laws to enter into and perform this
agreement; that all necessary filings with the states will have been
made and will be current during the term of this Agreement; (d) no
legal or administrative proceedings have been instituted or
threatened that would impair the Transfer Agent's ability to perform
its duties and obligations under this Agreement; (e) the various
procedures and systems which the Transfer Agent has implemented with
regard to safekeeping of the blank checks, records, and other data of
the Trust from loss or damage attributable to fire, theft or any
other cause and the Transfer Agent's records, data, equipment,
facilities and other property used in the performance of its
obligations hereunder are reasonably designed to ensure such
safekeeping and the Transfer Agent will make such changes thereto
from time to time as are reasonably required for the secure
performance of its obligations hereunder; (f) it has adopted policies
and procedures that are reasonably designed to prevent violation of
the federal securities laws with respect to the services to be
provided to the Funds under this Agreement; and (g) this Agreement,
when executed and delivered, will constitute a legal, valid and
binding obligation of the Transfer Agent, enforceable against the
Transfer Agent in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and
secured parties.
3. REPRESENTATIONS OF THE TRUST. The Trust represents to the Transfer
Agent that, as of the date hereof, all outstanding Shares are validly
issued, fully paid, and non-assessable by the Trust. The Trust may
hereafter issue an unlimited number of Shares of each Fund presently
existing or hereafter created. When Shares are hereafter issued in
accordance with the terms of the Prospectus, the Shares shall be
validly issued, fully paid, and non-assessable by the Trust. The
Trust represents that it is validly existing under the laws of the
Commonwealth of Massachusetts;
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 3 OF 29
that it is empowered under applicable laws and by its Declaration of
Trust and By-laws to enter into and perform this Agreement; that it
is registered under the 1940 Act; that a registration statement on
Form N-1A has been filed and will be effective during the term of
this Agreement; that all necessary filings with the states (including
all registration or filing fees) will have been made and will be
current during the term of this Agreement; and that no legal or
administrative proceedings have been instituted or threatened that
would impair the Fund's ability to perform its duties and obligations
under this Agreement.
4. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the
Shares of each Fund of the Trust in existence as of the date hereof,
and as shareholder-servicing agent for the Trust and the Transfer
Agent accepts these appointments and agrees to perform the duties in
accordance with the terms of the Agreement. In addition to the
services and duties of the Transfer Agent, the Transfer Agent agrees
to perform all services usually and customarily performed by a
Transfer Agent, services incidental to the performance of the
services enumerated herein and such additional services as agreed
upon by the Transfer Agent and Trust in writing from time to time.
5. COMPENSATION.
(a) Each Fund will compensate the Transfer Agent for the services
set forth on Exhibit B rendered under this Agreement in
accordance with the fees set forth in the Fee Schedule annexed
hereto and incorporated herein for the existing Funds, except as
provided in paragraph 5(e) of this Agreement. The Fee Schedule
may be amended upon mutual agreement of the parties and by
executing a later dated Fee Schedule. The Transfer Agent shall
also be compensated for reasonable and customary out-of-pocket
disbursements (including, but not limited to, telephone
toll-free lines, call transfers, mailing, sorting and postage,
stationery, envelopes, development and programming, service/data
conversion, telecommunication charges and equipment maintenance,
22c-2 connectivity charges, special reports, record retention,
literature fulfillment kits, microfilm, microfiche, proxies,
proxy services, lost shareholder search, escheatment services
and reporting, disaster recovery charges, ACH fees, new and
existing shareholder database searches, Fed wire charges, NSCC
charges, delivery charges, and all other out-of-pocket expenses
as are reasonably incurred by the Transfer Agent in performing
its duties hereunder. The Transfer Agent shall be entitled to
xxxx these expenses separately. No Fund shall be liable for any
expenses, debts, or obligations arising under this Agreement of
any other Fund.
(b) The parties will agree upon the compensation for acting as
Transfer Agent for any Fund hereafter designated and established
at the time that the Transfer Agent commences serving as
transfer agent for that Fund, and this Agreement shall be
reflected in a Fee Schedule for that Fund, dated and signed by
an authorized officer of each party, to be attached to this
Agreement.
(c) Any compensation to be paid under this Agreement may be adjusted
by attaching to this Agreement a revised Fee Schedule, approved
by the Board of Trustees and dated and signed by an Officer of
each party.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 4 OF 29
(d) The Transfer Agent will xxxx the Trust for each Fund as soon as
practicable after the end of each calendar month, and the
xxxxxxxx will be detailed in accordance with the Fee Schedule
for each Fund. The Trust promptly will pay the amount of the
xxxx to the Transfer Agent. If fees begin to accrue in the
middle of a month or if this Agreement terminates before the end
of any month, all fees for the period from that date to the end
of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to
the proportion that the period bears to the full month in which
the effectiveness or termination occurs. Upon the termination of
this Agreement with respect to a Fund, the Fund shall pay to the
Transfer Agent such compensation as shall be payable prior to
the effective date of termination.
(e) If this Agreement is terminated by the Trust, the Trust shall be
responsible for all reasonable and customary out-of-pocket
expenses or costs associated with the movement of records and
materials to the successor transfer agent and providing
assistance to any successor person in the establishment of the
accounts and records necessary to carry out the successor's
responsibilities. Additionally, the Transfer Agent reserves the
right to charge for any other reasonable and customary expenses
associated with such termination.
6. DOCUMENTS. In connection with the appointment of the Transfer Agent,
the Trust shall, on or before the date this Agreement goes into
effect, provide copies of the following documents to the Transfer
Agent:
(a) A copy of the Declaration of Trust as then in effect;
(b) A copy of the By-laws of the Trust, as then in effect;
(c) A copy of the resolution of the Trustees authorizing this
Agreement;
(d) If applicable, a specimen of the certificate for Shares of each
Fund of the Trust in the form the Trustees approved, with a
certificate of the Secretary of the Trust as to this approval;
(e) All account application forms and other documents relating to
Shareholder accounts or relating to any plan, program or service
the Trust offers;
(f) If applicable, a list of Shareholders of the existing Funds with
the name, address, and tax identification number of each
Shareholder, and the number of Shares of the existing Funds each
Shareholder holds, certificate numbers and denominations (if any
certificates have been issued), lists of any accounts against
which stops have been placed, together with the reasons for the
stops, and the number of Shares the Funds redeemed; and
(g) A copy of the opinion of counsel for the Trust on the validity
of the Shares and the status of the shares under the Securities
Act of 1933, amended.
7. FURTHER DOCUMENTATION. The Trust will also furnish to the Transfer
Agent from time to time the following documents, and shall promptly
furnish the Transfer Agent with all amendments of or supplements to
the following:
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 5 OF 29
(a) Each resolution of the Trustees authorizing the original issue
of Shares or establishing a new Fund;
(b) Each Registration Statement filed with the Commission, and all
amendments and orders pertaining to the Registration Statement,
in effect for the sale of Shares of the Trust;
(c) A copy of each amendment to the Declaration of Trust by the
By-laws of the Trust;
(d) Copies of each vote of the Trustees designating Authorized
Persons to give instructions to the Transfer Agent;
(e) Certificates as to any change in an Officer or Trustee of the
Trust;
(f) Specimens of all new certificates for Shares, accompanied by the
Trustees' resolutions approving these forms;
(g) Any relevant procedures adopted by the Trust with respect to the
Funds; and
(h) Any other certificates, documents, or opinions as the Transfer
Agent and the Trust may mutually deem necessary or appropriate
for the Transfer Agent in the proper performance of its duties.
8. DUTIES OF THE TRANSFER AGENT.
(a) The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions, for acting as service agent
in connection with dividend and distribution functions, and for
performing shareholder account administrative agent functions in
connection with the issuance, transfer, and redemption or
repurchase (including coordination with the Custodian) of the
Trust's Shares. The details of the operating standards and
procedures to be followed shall be determined from time to time
as the Transfer Agent and the Trust agree.
(b) The Board of Trustees has, in connection with its review of each
service providers policies and procedures under Rule 38a-1 under
the 1940 Act, has reviewed a summary of the Transfer Agent's
policies and procedures (collectively, the "Procedures").
Further, in connection with this review, the Board has
determined that the Procedures are reasonably designed to
prevent violation of the federal securities laws. It is
contemplated that these Procedures will be amended from time to
time by the parties as additional regulations are adopted and/or
regulatory guidance is provided relating to the Trust's
responsibilities.
(c) The Transfer Agent will provide the services listed in Appendix
B and Appendix C subject to the control, direction, and
supervision of the Board of Trustees and its designated agents
and in compliance with the purchase, sale, and exchange
provisions of the Trust's prospectus and statement of additional
information as in effect from time to time.
(d) The Trust hereby delegates to the Transfer Agent and the
Transfer Agent accepts such delegation of the implementation and
operation of the Trust's anti-money laundering ("AML")
compliance program. The Transfer Agent will carryout the Trust's
AML
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 6 OF 29
Compliance Program in accordance with the Trust's International
Money Laundering Abatement and Anti-Terrorist Financing Act of
2001 Policies and Procedures and Customer Identification
Program, as such policies and procedures may be amended from
time to time by the Board of Trustees. Except with respect to
the Transfer Agent's duties as set forth in Appendix C and
except as otherwise specifically provided herein, the Trust
assumes all responsibility for ensuring that the Trust complies
with all applicable requirements of the Securities Act, the 1940
Act, the USA PATRIOT Act of 2001 ("USA PATRIOT Act") and any
other laws, rules and regulations of governmental authorities
with jurisdiction over the Trust.
(e) The Transfer Agent shall record the issuance of shares pursuant
to Rule 17Ad-10(e) of the 1934 Act and maintain a record of the
total number of Shares of each Fund which are authorized, based
upon data the Trust provides to it, and issued and outstanding.
The Transfer Agent shall provide the Trust and its agent for
preparing and making "blue sky" filings with the states on a
regular basis with the total number of Shares of each Fund which
are authorized and issued and outstanding and shall have no
obligation, when recording the issuance of Shares, to monitor
the issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Trust.
(f) The Transfer Agent shall create and maintain all records
required by applicable laws, rules, and regulations, including
but not limited to records required by Section 31(a) of the 1940
Act and the rules thereunder, as they may be amended from time
to time, pertaining to the various functions the Transfer Agent
performs and which are not otherwise created and maintained by
another party pursuant to contract with the Trust. All such
records shall be the property of the Trust at all times and
shall be available for its inspection and use. When applicable,
the Transfer Agent shall maintain these records for the periods
and in the places required by Rule 31a-2 under the 1940 Act. The
retention of such records shall be at the expense of the Trust.
The Transfer Agent shall make available during regular business
hours all record and other data created and maintained pursuant
to this Agreement for the reasonable audit and inspection by the
Trust, any person the Trust retains, or any regulatory agency
having authority over the Trust at reasonable times.
(g) In addition to the duties set forth herein or as otherwise
listed in Appendix B and Appendix C, the Transfer Agent shall
perform other duties and functions and shall be paid for these
services as the Transfer Agent and the Trust may from time to
time agree in writing.
9. RESPONSIBILITIES RETAINED BY THE TRUST. The Trust has and retains
primary responsibility for all compliance matters relating to the
Fund, including, but not limited to, compliance with the 1940 Act,
the Internal Revenue Code of 1986, the Xxxxxxxx-Xxxxx Act of 2002,
the USA Patriot Act, including suspicious activity reporting, OFAC
reporting, Rule 22c-2 under the 1940 Act, and the policies and
limitations of the Fund relating to its portfolio investments as set
forth in its Prospectus and Statement of Additional Information.
Transfer Agent's services hereunder shall not relieve the Trust of
its responsibilities for assuring such compliance or the Board of
Trustee's oversight responsibility with respect thereto.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 7 OF 29
10. LOST SHAREHOLDER DUE DILIGENCE SEARCHES AND SERVICING. The Trust
hereby acknowledges that the Transfer Agent may, at its discretion,
perform searches using an outside vendor database, or arrange with
outside vendors to conduct lost shareholder searches, as and to the
extent required by Rule 17Ad-17 under the Securities Exchange Act of
1934, as amended. Outside vendor costs associated with such searches
which will be passed through to the Trust as an out-of-pocket
expense. If the Transfer Agent conducts the search, the Transfer
Agent will charge for its services per the Fee Schedule, in addition
to the outside vendor costs associated with such searches which will
be passed through to the Trust as an out-of-pocket expense.
If a shareholder remains lost and the shareholder's account is
unresolved after completion of the mandatory Rule 17Ad-17 search, the
Trust hereby authorizes a vendor to enter, at its discretion, into
fee sharing arrangements with the lost shareholder (or such lost
shareholder's representative or executor) to conduct a more in-depth
search in order to locate the lost shareholder before the
shareholder's assets escheat to the applicable state. The Trust
hereby acknowledges that the Transfer Agent is not a party to these
arrangements and does not receive any revenue sharing or other fees
relating to these arrangements. Furthermore, the Trust hereby
acknowledges that vendor may receive up to 35% of the lost
shareholder's assets as compensation for its efforts in locating the
lost shareholder.
11. ESCHEATMENT OF LOST SHAREHOLDER ACCOUNTS. The Trust hereby
acknowledges that the Transfer Agent may, at its discretion, perform
escheatment services using outside vendor services, or arrange with
outside vendors to perform escheatment services as and to the extent
required by applicable state law. Outside vendor costs associated
with such services will be passed through to the Trust as an
out-of-pocket expense. If the Transfer Agent provides the escheatment
services, the Transfer Agent will charge for its services per the Fee
Schedule, in addition to the outside vendor costs associated with
such services which will be passed through to the Trust as an
out-of-pocket expense.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent 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 that the Transfer Agent, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no
basis for any claim adverse to the transfer or redemption. The
Transfer Agent may, in effecting transfers, rely upon the provisions
of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as these may be amended
from time to time, which in the opinion of legal counsel for the
Trust or of its own legal counsel, protect it in not requiring
certain documents in connection with the transfer or redemption of
Shares of any Fund. The Trust shall indemnify the Transfer Agent for
any act it does or omits to do in reliance upon these laws or
opinions of counsel of the Trust or its own counsel.
13. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper
or document it believes to be genuine and to have been signed by
an Authorized Person and shall not be held to have any notice of
any change of authority of any person until receipt of written
certification thereof from the Trust. It shall also be protected
in processing Share certificates that it reasonably believes to
bear the proper manual or facsimile signatures.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 8 OF 29
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions, and at the expense
of the Trust, may seek advice from legal counsel for the Trust
or its own legal counsel, for any matter arising in connection
with this Agreement, and it shall not be liable for any action
it takes or does not take or suffers in good faith in accordance
with these Written Instructions or with the opinion of counsel.
In addition, the Transfer Agent, its officers, agents, or
employees shall accept instructions or requests from any person
representing or acting on behalf of the Trust only if the
Transfer Agent, its officers, agents, or employees knows the
representative to be an Authorized Person. The Transfer Agent
shall have no duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any act it
does upon the request or direction of Authorized Persons of the
Trust.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issue or sale of any Shares of the Trust, or the
sufficiency of the amount to be received therefore; (ii) the
legality of the redemption of any Shares of the Trust, or the
propriety of the amount to be paid therefore; (iii) the legality
of the Trust's declaration of any dividend, or the legality of
the issue of any Shares of the Trust in payment of any stock
dividend; or (iv) the legality of any recapitalization or
readjustment of the Shares of the Trust.
14. STANDARD OF CARE AND INDEMNIFICATION. The Transfer Agent shall not be
responsible for, and the Trust shall indemnify and hold the Transfer
Agent harmless from and against, any and all losses, damages, costs,
charges, reasonable counsel fees (including the defense of any law
suit in which the Transfer Agent or affiliate is a named party),
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without
negligence, reckless disregard or willful misconduct;
(b) The lack of good faith, negligence or willful misconduct of the
Trust;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors
on: (i) any information, records, documents, data, stock
certificates or services, which are received by the Transfer
Agent or its agents or subcontractors by machine readable input,
facsimile, CRT data entry, electronic instructions or other
similar means authorized by the Trust, and which have been
prepared, maintained or performed by the Trust or any other
person or firm on behalf of the Trust; (ii) any instructions or
requests of the Trust or any of its officers; (iii) any
instructions or opinions of legal counsel to the Trust with
respect to any matter arising in connection with the services to
be performed by the Transfer Agent under this Agreement which
are provided to the Transfer Agent after consultation with such
legal counsel; or (iv) any paper or document, reasonably
believed to be genuine, authentic, or signed by the proper
person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 9 OF 29
determination or ruling by any federal or any state agency with
respect to the offer or sale of such Shares;
(e) The processing of any checks or wires, including without
limitation for deposit into the Trust's demand deposit account
maintained by the Transfer Agent; or
(f) The breach of any representation or warranty set forth in
Section 3 above.
The Trust shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Trust, its Board, officers, employees and
agents, harmless from and against any losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and liability
arising directly out of or attributable to any action or failure of
the Transfer Agent to act as a result of the Transfer Agent's lack of
good faith, negligence or willful misconduct in the performance of
its services hereunder or the breach of any representation or
warranty set forth in Section 2 above.
In order that the indemnification provisions contained in this
Section 11 shall apply, upon the assertion of an indemnification
claim, the party seeking the indemnification shall promptly notify
the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim. The
Trust shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name or that of the Transfer Agent. The party seeking indemnification
shall in no case confess any claim or make any compromise in any case
in which the other party may be required to indemnify it except with
the indemnifying party's written consent, which consent shall not be
unreasonably withheld.
Notwithstanding the above, the Transfer Agent reserves the right to
reprocess and correct administrative errors at its own expense.
15. TAXES. The Transfer Agent shall not be liable for any taxes,
assessments or governmental charges that may be levied or assessed on
any basis whatsoever in connection with the Trust or any shareholder
or any purchase of shares, excluding taxes assessed against the
Transfer Agent for compensation received by it under this Agreement.
16. DATA NECESSARY TO PERFORM SERVICES. Trust or its agent shall furnish
to Transfer Agent the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon by the parties.
17. CONSEQUENTIAL DAMAGES. No party to this Agreement shall be liable to
the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
18. PROPRIETARY INFORMATION; CONFIDENTIALITY. The Trust acknowledges that
the databases, computer programs, screen formats, report formats,
interactive design techniques, and documentation manuals maintained
by the Transfer Agent on databases under the control and ownership of
the Transfer Agent or a third party constitute copyrighted, trade
secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or the third
party. The Trust agrees to treat all Proprietary Information as
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 10 OF 29
proprietary to the Transfer Agent and further agrees that it shall
not divulge any Proprietary Information to any person or organization
except as may be provided under this Agreement.
The Transfer Agent acknowledges that the shareholder lists and all
information related to shareholders of the Funds that is furnished to
the Transfer Agent by the Funds or a shareholder in connection with
this Agreement shall constitute proprietary information of
substantial value to the Fund. The Transfer Agent agrees on behalf of
itself and its employees to treat confidentially all records and
other information relative to the Trust and its shareholders received
by the Transfer Agent in connection with this Agreement, including
any non-public personal information as defined by Regulation S-P, and
that it shall not use or disclose any such information except for the
purpose of carrying out the terms of this Agreement; provided,
however, that the Transfer Agent may disclose such information as
required by law or in connection with any requested disclosure to a
regulatory authority with appropriate jurisdiction after prior
notification to, and approval of the Trust.
Upon termination of this Agreement, each party shall return to the
other party all copies of confidential or Proprietary Information
received from such other party hereunder, other than materials or
information required to be retained by such party under applicable
laws or regulations. Each party hereby agrees to dispose of any
"consumer report information," as such term is defined in Regulation
S-P.
19. AFFILIATION BETWEEN TRUST AND TRANSFER AGENT. It is understood that
the Trustees, officers, employees, agents, and Shareholders of the
Trust are or may be interested in the Transfer Agent as directors,
officers, employees, agents, stockholders, or otherwise, and that the
directors, officers, employees, agents, or stockholders of the
Transfer Agent may be interested in the Trust as Trustees, officers,
employees, agents, Shareholders, or otherwise. The fact that the
officers, Trustees, employees, agents, or Shareholders of the Trust
are or may be affiliated persons (as defined in the 0000 Xxx) of the
Transfer Agent shall not affect the validity of this Agreement.
20. LIMITATION OF LIABILITY OF TRUSTEES. The Transfer Agent acknowledges
that the Funds' obligations hereunder are binding only on the assets
and property belonging to the Funds. It is expressly agreed that
obligations of the Trust hereunder shall not be binding upon any
Trustee, Shareholder, nominees, officers, agents, or employees of the
Trust, personally, but bind only the assets and property of the
Trust, as provided in the Declaration of Trust. The execution and
delivery of this Agreement have been authorized by the Trustees and
signed by an authorized officer of the Trust, acting as such, and
neither this authorization nor this execution and delivery shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets
and property of the Trust as provided in the Declaration of Trust.
21. SERVICES NOT EXCLUSIVE. The services of the Transfer Agent rendered
to the Trust hereunder are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have
other businesses and interests.
22. TERM.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 11 OF 29
(a) This Agreement shall become effective on the date hereof (the
"Effective Date") and shall continue so long as the continuance
is specifically approved at least annually by either a majority
of the Trustees or the vote of a majority of the outstanding
voting securities (as defined in the 1940 Act).
Any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the 0000 Xxx) of any Fund
shall be effective to continue this Agreement for any Fund
notwithstanding: (i) that this Agreement has not been approved
by the holders of a majority of the outstanding shares of any
other Fund affected thereby, and (ii) that this Agreement has
not been approved by the vote of a majority of the outstanding
shares of the Trust, unless this approval shall be required by
any other applicable law or otherwise.
(b) This Agreement may be terminated at any time without payment of
any penalty by vote of the Trustees of the Trust or by the
Transfer Agent on sixty (60) day written notice to the other
party. In the event the Trust gives notice, notice shall be
accompanied by a resolution of the Board of Trustees, certified
by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent.
23. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements,
understandings and arrangements with respect to the subject matter
hereof.
24. AMENDMENT. 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 and authorized or approved by a
resolution of the Board of Trustees.
25. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided
hereunder. The Transfer Agent shall be liable for the actions taken
by its agents as if they were performed by the Transfer Agent.
26. SECURITY. The Transfer Agent represents and warrants that, to the
best of its knowledge, the various procedures and systems which the
Transfer Agent has implemented for safeguarding from loss or damage
attributable to fire, theft, or any other cause (including provision
for twenty-four hours a day restricted access) the Trust's blank
checks, records, and other data and the Transfer Agent's records,
data, equipment, facilities, and other property used in the
performance of its obligations hereunder are adequate and that it
will make changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. The
parties shall periodically review these systems and procedures.
27. ADDITIONAL FUNDS. In the event that the Board of Trustees establishes
one or more series of Shares, in addition to those listed on the
attached Appendix A, with respect to which it desires to have the
Transfer Agent render services as transfer agent under the terms
hereof, it shall so notify the Transfer Agent and such series of
Shares shall become a Fund hereunder upon an amendment to Appendix D
hereto. In the event that new affiliated funds and their portfolios
become parties to this Agreement, the fees and expenses set forth on
Exhibit B shall apply to such funds for their applicable initial term
or renewal term, provided that the requirements of such funds and
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 12 OF 29
portfolios are generally consistent with the services then being
provided by the Transfer Agent under this Agreement to the Fund.
28. FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of war or terrorism, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes; provided, however, that this provision
shall not imply that the Transfer Agent is excused from maintaining
reasonable business continuity plans to address potential service
outages.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, the Transfer Agent shall take all
reasonable steps to minimize service interruptions for any period
that such interruption continues. Transfer Agent will make every
reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown. Transfer Agent agrees that it
shall, at all times, have reasonable contingency plans with
appropriate parties, making reasonable provision for emergency use of
electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be
entitled to inspect Transfer Agent's premises and operating
capabilities at any time during regular business hours of Transfer
Agent, upon reasonable notice to Transfer Agent. Moreover, Transfer
Agent shall provide the Trust, at such times as the Trust may
reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of Transfer Agent
relating to the services provided by Transfer Agent under this
Agreement.
The Trust shall be responsible for all costs and expenses due to
events that require the Transfer Agent to invoke emergency
contingency plans due to mechanical breakdowns, failure of
communication or power supplies beyond its reasonable control, or
other events beyond its reasonable control where the Transfer Agent
cannot perform its duties as defined in this Agreement. This
includes, but is not limited to, use of appropriate parties to
perform those customary Transfer Agent services and duties defined
herein, including but not limited to out of pocket expenses. The
Trustees authorize the Transfer Agent to, on behalf of the Trust,
contract with appropriate parties to provide such duties and
services. The Trust acknowledges that the costs and expenses may be
higher or lower than the Trust or Fund current costs and expenses
under the terms of this Agreement.
29. NOTICES. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Trust or the Transfer
Agent, shall be sufficiently given if addressed to that party and
mailed or delivered to it at its office set forth below or at another
place as it may from time to time designate in writing.
TO THE TRUST: TO THE TRANSFER AGENT:
U.S. Global Accolade Funds United Shareholder Services, Inc.
0000 Xxxxxxxxx Xxxx 0000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 Xxx Xxxxxxx, Xxxxx 00000
Attention: President Attention: President
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 13 OF 29
30. ASSIGNMENT; THIRD PARTY BENEFICIARIES. Neither party may assign this
Agreement nor any rights or obligations hereunder without the written
consent of the other party. Any attempt to do so in violation of this
provision shall be void. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will release
or discharge the assignor from any duty or responsibility under this
Agreement. For avoidance of doubt, a transaction involving a merger
or sale of substantially all of the assets of a Fund shall not
require the written consent of the Transfer Agent. Except as
explicitly stated elsewhere in this Agreement, nothing under this
Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer agent and the Fund, and
the duties and responsibilities undertaken pursuant to this Agreement
shall be for the sole and exclusive benefit of the Transfer Agent and
the Fund. This Agreement shall inure to the benefit of and be binding
upon the parties and their permitted successors and assigns.
31. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Texas.
32. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original; but the counterparts shall, together, constitute only one
instrument.
33. SEVERABILITY. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then
the remainder of this Agreement (including the term or condition to
the extent possible) shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and
enforceable to the fullest extent and in the broadest application
permitted by law.
34. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a
waiver nor shall it deprive the party of the right thereafter to
insist upon strict adherence to that term or any term of this
Agreement. Any waiver must be in writing signed by the waiving party.
35. HEADINGS. All Section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement
and will not affect in any way the meaning or interpretation of this
Agreement. Words used herein, regardless of the number and gender
specifically used, will be deemed and construed to include any other
number, singular or plural, and any other gender, masculine,
feminine, or neuter, as the contract requires.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 14 OF 29
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunder duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
U.S. GLOBAL ACCOLADE FUNDS
Attest:
By: _________________________ By: _________________________
Xxxxx X. Xxxxxx
President and Chief Executive
Officer
S E A L
UNITED SHAREHOLDER SERVICES, INC.
Attest:
By: _________________________ By: _________________________
Xxxxxxx X. Xxxxx
President
S E A L
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 15 OF 29
FEE SCHEDULE
TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
BETWEEN
U.S. GLOBAL ACCOLADE FUNDS (THE "TRUST") AND
UNITED SHAREHOLDER SERVICES, INC. (THE "TRANSFER AGENT")
DATED AS OF APRIL 1, 2007
ANNUAL FEE
$15.00 per open account - Equity
$15.00 per open account - Income
$21.00 per open account - Money Market
$ 2.50 per closed account
$10,000 per fund/year
$13,500 per fund complex - email services
Activity Charges
Shareholder & Intermediary Servicing
Transactions 2.00 / 1st 25,000; $0.75 thereafter
Correspondence or email $4.00 / item
Shareholder Telephone Calls $2.50 / call
Telephone System $0.35 / call received
Lost Shareholder Searches $6.00 / account
Escheatment Filings (included in lost shareholder costs)
ACH Shareholder Services
$125.00 month per fund
$0.50 per ACH or IDR (Check Imaging) per item
Physical Certificate Processing - Services to handle processing of physical
certified shares for a fund family.
Set up $750 per fund group
Certificate Transaction $10.00 each
Mailing Operations
Materials Warehousing - Monthly Base Fee $1,200.00
Operations Base Fee - Monthly Base Fee $3,900.00
Handling Charges
Daily, Monthly, Quarterly Statements $0.08 per mailed package
Tax Forms $0.08 per mailed package
Other Required Regulatory Mailings $0.08 per mailed package
Printing $0.21 per image
New Account Kits (prospectus, etc.) $3.00 per mailed package
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 16 OF 29
Non-NSCC Accounts
Anti-Money Laundering
Base Fee
0 - 999 accounts $1,000 per fund, per year
1,000 - 4,999 accounts $2,000 per fund, per year
5,000 - 9,999 accounts $3,500 per fund, per year
10,000 - + accounts $6,500 per fund, per year
Name Search $1.00 per legal owner
Name Search $1.00 per authorized trader
NSCC Account Monitoring Charges
Redemption Fee $2.00 per account, per year
Excessive Trader $2.00 per account, per year
Out-of-Pocket Expenses, including but not limited to:
Telephone - toll free lines
Telephone - long distance calls
Retention of records
Postage Microfilm/fiche/CD/other electronic media records
Programming/enhancements
Special reports
Disaster recovery site - including equipment, hardware, and other
customary items
Stationery/envelopes
Confirmations
Monthly statements
Quarterly statements
Annual statements
Transcripts
NSCC charges
Proxies
Freight
Computer, printer, devices hardware/configuration and maintenance
contracts,
Telecommunications hardware/configuration and maintenance contracts
Network hardware/configuration and maintenance contracts
Data warehousing, access, security, storage, recording, retrieval,
reproduction
Support, consulting, management
Regulatory searches - OFAC, FinCEN, etc.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 17 OF 29
All other out-of-pocket expenses incurred on the Fund's behalf, in addition to
the following:
These fees are subject to change as determined by the provider.
TA2000
Short-Term Trader - Software application used to track and/or assess
transaction (redemption) fees determined to be short-term trades.
90 days or less $0.08 per open account
00 -000 days $0.14 per open account
181 - 270 days $0.20 per open account
Excessive Trader - Software application used to track the number of trades
(exchanges or redemptions) that meet fund criteria.
Set up per fund $1,500
Per account, per year $0.12
Disaster Recovery Fee - This fee supports four-hour recovery and is a pro-rata
portion of the service provider cost for the service.
Per open account, per year $0.20
NSCC Communication Charge - This fee is pro-rata portion of service to support
circuits and equipment to connect to the DTCC, and maintenance and support of
the NSCC interfaces.
Per CUSIP, per month $100.00
Average Cost Tracking - This fee allows the system to track shareholder
financial transactions and provide average cost basis information.
Per account, per year $0.25
Average Cost Holding Period Identification - This fee is based on the history
records kept, see Average Cost Tracking.
Per thousand history records $3.50
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 18 OF 29
WEB SITE
OUT-OF-POCKET CHARGES
These fees are subject to change as determined by the provider.
Fan Web Services - These fees provide shareholders access to accounts via the
internet.
Set up Fees
Initial Web Site N/A already established
Each Additional Web Site $5,000
Each Plan Sponsor Web Site $10,000
Monthly Base Access and Support Charge $3,000 per month
Transaction Fees
Inquiry $0.15 per event
Maintenance $0.25 per event
Financial $0.50 per event
DATA PROCESSING & TELECOMMUNICATION
OUT-OF-POCKET CHARGES
Support of electronic communications such as: data processing, data and voice
recordings, data warehousing, data security, data access, data feeds, data
recovery, statement and tax data, email, voicemail, printers, hardware,
software, maintenance, support, consulting, storage, and lease or license fees
of said charges, and etc.
For example:
3rd party data feeds; web feeds; data processing and communications
equipment, software, and maintenance, communication circuits,
telephone lines, modems, etc. (including hardware, software,
maintenance, management, support, etc.); Desktops (PC),Servers,
Printers, Scanners, and Other Devices, Etc. (including hardware,
software, maintenance, management, support, etc.); and Data
Warehousing, Data Security, Data Access, Recording Devices, Email,
Voice, devices, etc.)
Billed at cost.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 19 OF 29
COMPUTER/TECHNICAL PERSONNEL
OUT-OF-POCKET CHARGES
These fees are subject to change.
Computer/Technical Personnel
Business Analyst Tester
Dedicated $102,000 per year
Hourly $81.00 per hour
COBOL Programmer
Dedicated $163,000 per year
Hourly $135.00 per hour
Workstation Programmer
Dedicated $199,000 per year
Hourly $163.00 per hour
Web Programmer
Dedicated $235,000 per year
Hourly $194.00 per hour
Other Technical Billed as incurred
NSCC
OUT-OF-POCKET CHARGES
These fees are subject to change.
NSCC Interfaces
Set Up
Fund/SERV, Networking N/A already established
ACATS, Exchanges * $5,000 set-up (one time)
DCCS, TORA Commission Settlement * $5,000 set-up (one time)
* 3rd party estimate
Processing Fee Types, for example
Fund/SERV Determined by the DTCC
Networking Determined by the DTCC
CPU Access Determined by the DTCC
Fund/SERV Transactions Determined by the DTCC
Networking - per item Determined by the DTCC
Additional as Determined by the DTCC
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 20 OF 29
MUTUAL FUND SERVICES
OUT-OF-POCKET EXPENSE ITEMS
Forms Costs
Statement Paper At cost
#9, #10 Envelopes At cost
Check/Statement Paper At cost
Certificate At cost
Fulfillment Envelope At cost
Presort At cost
Printing & Mail Costs
Postage At cost
Statement, Images At cost
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 21 OF 29
APPENDIX A
TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
BETWEEN
U.S. GLOBAL ACCOLADE FUNDS (THE "TRUST") AND
UNITED SHAREHOLDER SERVICES, INC. (THE "TRANSFER AGENT")
DATED AS OF APRIL 1, 2007
AUTHORIZED PERSONS
I, Xxxxx X. Xxxxxx, President, and I, Xxxxx X. XxXxx, Secretary, of
U.S. Global Accolade Funds, a Massachusetts business trust (the "Trust"), do
hereby certify that:
The Board of Trustees of the Trust has duly authorized the following
individuals in conformity with the Trust's Declaration of Trust and By-Laws to
give Oral Instructions and Written Instructions on behalf of the Trust, and
the signatures set forth opposite their respective names are their true and
correct signatures:
NAME POSITION SIGNATURE
Xxxxx X. Xxxxxx President
Chief Executive Officer _____________________
Xxxxx X. XxXxx Executive Vice President
Secretary _____________________
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 22 OF 00
XXXXXXXX X
TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
BETWEEN
U.S. GLOBAL ACCOLADE FUNDS (THE "TRUST") AND
UNITED SHAREHOLDER SERVICES, INC. (THE "TRANSFER AGENT")
DATED AS OF APRIL 1, 2007
DUTIES OF THE TRANSFER AGENT
The following is a general description of the transfer agency
services the Transfer Agent shall provide to each Fund.
A. SHAREHOLDER RECORD KEEPING. Maintain shareholder and stock transfer
records as required by the rules of the Securities and Exchange
Commission, including records for each shareholder showing: (i) name,
address, appropriate tax certification, and tax identifying number;
(ii) number of shares of each Fund, portfolio, or class; (iii)
historical information including, but not limited to, dividends paid,
date and price of all transactions including individual purchases and
redemptions, based upon appropriate supporting documents; (iv) any
capital gain or dividend reinvestment order, application, specific
address, payment and processing instructions and correspondence
relating to the current maintenance of the account; (v) any stop or
restraining order placed against a Shareholder's account; (vi)
certificate numbers, denominations, and the name of the holder of
record for any Shareholders holding certificates; (vii) any
information required in order for the Transfer Agent to perform the
calculations this Agreement contemplates or requires; and (viii) any
other information and data as applicable law may require.
B. SHARE ISSUANCE. Record the issuance of Shares of each Fund. Except as
specifically agreed in writing between the Transfer Agent and the
Trust, the Transfer Agent shall have no obligation when
countersigning and issuing and/or crediting Shares to take cognizance
of any other laws relating to the issue and sale of Shares except
insofar as policies and procedures of the Stock Transfer Association
recognize these laws.
C. PURCHASE, EXCHANGE, TRANSFER, AND REDEMPTION ORDERS. Process all
orders for the purchase, exchange, transfer, and redemption of shares
of the Trust in accordance with the Trust's current prospectus and
customary transfer agency policies and procedures, including
electronic transmissions which the Trust acknowledges it has
authorized, or in accordance with any instructions of the Trust or
its agents which the Transfer Agent reasonably believes to be
authorized.
1. PURCHASES. Upon the sale of any Shares of a Fund, the Trust
shall transmit, or cause to be transmitted, the following
information to the Transfer Agent via a mutually acceptable
means of communication, specifying: (i) the name of the Fund
whose Shares were sold; (ii) the number of Shares sold, trade
date, and price; (iii) the amount of money to be delivered to
the Custodian for the sale of the Shares and specifically
allocated to the Fund; and (iv) in the case of a new account, a
new account application or sufficient information to establish
an account.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 23 OF 29
(a) The Transfer Agent will, upon its receipt of a check or
other payment it identifies as an investment in Shares of a
Fund and drawn or endorsed to the Transfer Agent as agent
for, or identified as being for the account of, a Fund,
promptly deposit the check or other payment to the
appropriate account and make such postings as are necessary
to reflect the investment. The Transfer Agent will notify
the Trust, or its designee, and the Custodian of all
purchases and related account adjustments.
(b) Under procedures as the Trust and Transfer Agent establish,
the Transfer Agent shall issue to the purchaser or his
authorized agent the Shares he is entitled to receive,
based on the appropriate net asset value of the Fund's
Shares, determined in accordance with the Trust's pricing
procedures, as approved by the Board of Trustees. In
issuing Shares to a purchaser or his authorized agent, the
Transfer Agent shall be entitled to rely upon the latest
directions, if any, the Transfer Agent previously received
from the purchaser or his authorized agent concerning the
delivery of the Shares.
(c) The Transfer Agent shall not be required to issue any
Shares of the Trust when it has received a Written
Instruction from the Trust or written notification from any
appropriate Federal or state authority that the sale of the
Shares of the Fund in question has been suspended or
discontinued, and the Transfer Agent shall be entitled to
rely upon the Written Instruction or written notification.
(d) Upon the issuance of any Shares of any Fund in accordance
with the foregoing provision of this Section, the Transfer
Agent shall not be responsible for the payment of any
original issue or other taxes the Trust is required to pay
in connection with the issuance.
(e) The Transfer Agent may establish additional policies and
practices governing the transfer or registration of Shares
as it may deem advisable and consistent with those transfer
agents generally adopt.
2. EXCHANGES, TRANSFERS, AND REDEMPTIONS. The Transfer Agent is
authorized to review and process transfers of Shares of each
Fund, exchanges between Funds on the records of the Funds the
Transfer Agent maintains, exchanges between the Trust and other
funds as the Trust's prospectus may permit, and redemptions of
Shares of a Fund. If Shares to be transferred, exchanged, or
redeemed are represented by outstanding certificates, the
Transfer Agent will, upon surrender to it of the certificates in
proper form for transfer, and upon cancellation thereof, in the
case of exchanges and transfers, countersign and issue new
certificates for a like number of Shares and deliver the same
or, in the case of a redemption, cause redemption proceeds to be
paid to the shareholder. If the Shares to be exchanged,
transferred, or redeemed are not represented by outstanding
certificates, the Transfer Agent will, upon receipt of an order
therefore by or on behalf of the registered holder thereof in
proper form, credit the same to the transferee on its books or
process the redemption request. If Shares are to be exchanged
for shares of another fund, the Transfer Agent will process the
exchange in the same manner as a redemption of sale of Shares,
except that it may in its discretion waive requirements for
information and documentation.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 24 OF 29
D. SHAREHOLDER COMMUNICATIONS. The Transfer Agent will transmit all
communications by the Trust to its shareholders promptly following
the Trust's delivery to the Transfer Agent of the material to be
transmitted by mail, telephone, courier service, or electronically.
E. PROXY MATERIALS. In connection with special meetings of Shareholders,
the Transfer Agent will prepare Shareholder lists, assist with the
mailing or transmission of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act
as teller at meetings, and certify Shares voted at meetings.
F. RETURNED CHECKS. If any check or other order for the transfer of
money is returned unpaid for any reason, the Transfer Agent will take
any steps as it may, in its discretion, deem appropriate to protect
the Trust from financial loss or as the Trust or its designee may
instruct, and notify the Fund of the steps taken. If the Transfer
Agent adheres to standard procedures, as the Trust and Transfer Agent
agree upon from time to time, regarding purchases and redemptions of
shares, the Transfer Agent shall not be liable for any loss the Fund
suffers as a result of returned or unpaid purchase or redemption
transactions. Legal or other expenses incurred to collect amounts
owed to a Fund as a consequence of returned or unpaid purchase or
redemption transaction shall be an expense of that Fund. A Fund may,
at its option, purchase insurance to reduce its potential losses from
collection activities.
G. SHAREHOLDER AND BROKER-DEALER CORRESPONDENCE. The Transfer Agent will
investigate all Shareholder inquiries relating to Shareholder
accounts and will answer all correspondence from Shareholders,
securities brokers, and others relating to its duties hereunder and
other correspondence as may from time to time be mutually agreed upon
between the Transfer Agent and the Trust.
H. TAX REPORTING. The Transfer Agent shall file appropriate information
returns concerning the payment of dividends and capital gain
distributions with the proper Federal, State and local authorities as
the Trust is required by law to file and shall withhold any sums
required to be withheld by applicable law.
I. DIVIDEND DISBURSING. The Transfer Agent will prepare and mail checks,
place wire transfers, or credit income and capital gain payments to
shareholders. The Trust will advise the Transfer Agent of the
declaration of any dividend or distribution and the record and
payable date thereof at least five (5) days prior to the record date.
The Trust shall furnish to the Transfer Agent a resolution of the
Board of Trustees of the Trust certified by the Secretary: (i)
authorizing the declaration of dividends on a specified period basis
and authorizing the Transfer Agent to rely on Oral Instructions or a
Certificate specifying the date of the declaration of the dividend or
distribution, the date of payment thereof, the record date as of
which Shareholders entitled to payment shall be determined and the
amount payable per share to Shareholders of record as of that date
and the total amount payable to the Transfer Agent of the Trust on
the payment date; or (ii) setting forth the date of the declaration
of any dividend or distribution by a Fund, the date of payment
thereof, the record date as of which Shareholders entitled to payment
shall be determined, and the amount payable per share to the
Shareholders of record as of that date and the total amount payable
to the Transfer Agent on the payment date.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 25 OF 29
The Transfer Agent will, on or before the payment date of any
dividend or distribution, notify the Trust's Custodian of the
estimated amount required to pay any portion of the dividend or
distribution payable in cash, and on or before the payment date of
the distribution, the Trust will instruct its Custodian to make
available to the Transfer Agent sufficient funds for the cash amount
to be paid out. If the Transfer Agent does not receive from the
Custodian sufficient cash to pay all shareholders of the Trust as of
the record date, the Transfer Agent shall, upon notifying the Trust,
withhold payment to all Shareholders of record as of the record date
until it receives sufficient cash for this purpose.
If a shareholder is entitled to receive additional shares by virtue
of any distribution or dividend, appropriate credits will be made to
each shareholder's account. The Transfer Agent will calculate,
prepare, and mail checks to, or (where appropriate) credit the
dividend or distribution to the account of, Fund Shareholders, and
maintain and safeguard all underlying records. The Transfer Agent
will replace lost checks at its discretion and in conformity with
regular business practices. The Transfer Agent will maintain all
records necessary to reflect the crediting of dividends that are
reinvested in Shares of the Trust, including without limitation daily
dividends. The Transfer Agent shall not be liable for any improper
payments made in accordance with a resolution of the Board of
Trustees of the Trust.
J. ESCHEATMENT. The Transfer Agent shall provide escheatment services
abandoned accounts and returned checks under applicable law and
report such actions to the Trust.
K. TELEPHONE SERVICES. The Transfer Agent will provide staff coverage,
training, and supervision in connection with the Trust's telephone
line for shareholder inquiries, and will respond to inquiries
concerning shareholder records, transactions the Transfer Agent
processes, procedures to effect the shareholder records, and
inquiries of a general nature relative to shareholder services.
L. 12B-1. The Transfer Agent will calculate and process, or will cause
to be processed, all 12b-1 payments in accordance with each Fund's
current prospectus.
M. COMMISSION PAYMENTS. The Transfer Agent will calculate and process
all commission payments in accordance with each Fund's current
prospectus.
N. REQUESTS FOR INFORMATION. The Transfer Agent will provide all
required information in a timely fashion in support of regulatory
filings.
O. SAS 70. The Transfer Agent will make available to the Trust any
independent auditor reports in compliance with SAS 70, if applicable.
P. REGULATORY CHANGES. The Transfer Agent will assist with the analysis
and implementation of any changes required by regulatory bodies.
Q. The Transfer Agent will:
1. Provide office facilities for the provision of the services
contemplated herein (which may be in the offices of the Transfer
Agent or its corporate affiliate);
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 26 OF 29
2. Provide or otherwise obtain personnel sufficient for provision
of the services contemplated herein;
3. Furnish equipment and other materials necessary or desirable for
provision of the services contemplated herein; and
4. Keep records relating to the services provided hereunder in the
form and manner as the Transfer Agent may deem appropriate or
advisable. To the extent required by Section 31 of the 1940 Act
and the rules thereunder, the Transfer Agent agrees that all
records it prepares or maintains relating to the services
provided hereunder are the property of the Funds and will be
preserved for the periods prescribed under Rule 31a-2 under the
1940 Act, maintained at the Funds' expense, and made available
in accordance with Section 31 and the rules thereunder. The
Transfer Agent will make available during regular business hours
all records and other data created and maintained pursuant to
this Agreement for reasonable audit and inspection by the Trust,
or any person the Trust retains. Upon reasonable notice by the
Trust, the Transfer Agent shall make available during regular
business hours its facilities and premises employed in
connection with its performance of this Agreement for reasonable
visitation by the Trust or any person the Trust retains. The
Transfer Agent may, at its option at any time, and shall
forthwith upon the Trust's demand, turn over to the Trust and
cease to retain in the Transfer Agent's files, records and
documents it created and maintained in performance of its
services or for its protection. At the end of the six-year
retention period, these records and documents either will be
turned over to the Trust, or destroyed in accordance with the
Trust's authorization.
R. The Transfer Agent shall furnish the Trust any state notice filing
reports, any periodic and special reports as the Trust may reasonably
request, and other information, including Shareholder lists and
statistical information concerning accounts, as the Trust and the
Transfer Agent may agree upon.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 27 OF 29
APPENDIX C
TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
BETWEEN
U.S. GLOBAL ACCOLADE FUNDS (THE "TRUST") AND
UNITED SHAREHOLDER SERVICES, INC. (THE "TRANSFER AGENT")
DATED AS OF APRIL 1, 2007
AML DELEGATION
1. Delegation.
-----------
1.1 Subject to the terms and conditions set forth in this Agreement,
the Trust hereby delegates to the Transfer Agent those aspects
of the Trust's Anti-Money Laundering Program (the "AML Program")
that are required to implement the International Money
Laundering Abatement and Anti-Terrorist Financing Act Of 2001
Policies and Procedures and Customer Identification Program, as
such policies and procedures may be amended from time to time
(the "Delegated Duties"). The Delegated Duties may be further
amended, from time to time, by mutual agreement of the Trust and
the Transfer Agent upon the execution by such parties of a
revised Appendix C bearing a later date than the date hereof.
1.2 The Transfer Agent agrees to perform such Delegated Duties, with
respect to the Fund shareholders for which the Transfer Agent
maintains the applicable shareholder information, subject to and
in accordance with the terms and conditions of this Agreement.
2. Consent to Examination. In connection with the performance by the
----------------------
Transfer Agent of the Delegated Duties, the Transfer Agent
understands and acknowledges that the Trust remains responsible for
assuring compliance with the USA PATRIOT Act of 2001 ("USA PATRIOT
Act") and the laws implementing the USA PATRIOT Act and that the
records the Transfer Agent maintains for the Trust relating to the
AML Program may be subject, from time to time, to examination and/or
inspection by federal regulators in order that the regulators may
evaluate such compliance. The Transfer Agent hereby consents to such
examination and/or inspection and agrees to cooperate with such
federal regulators in connection with their review. For purposes of
such examination and/or inspection, the Transfer Agent will use its
best efforts to make available, during normal business hours and on
reasonable notice, all required records and information for review by
such regulators.
3. Limitation on Delegation. The Trust acknowledges and agrees that in
------------------------
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only the Delegated Duties, as may be amended from time to
time, and is not undertaking and shall not be responsible for any
other aspect of the AML Program or for the overall compliance by the
Trust with the USA PATRIOT Act or for any other matters that have not
been delegated hereunder. Additionally, the parties acknowledge and
agree that the Transfer Agent shall only be responsible for
performing the
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 28 OF 29
Delegated Duties with respect to the accounts for which the Transfer
Agent maintains the applicable shareholder information.
4. AML Reporting to the Trust
4.1 On a quarterly basis, the Transfer Agent shall provide a report
to the Trust on its performance of the AML Delegated Duties,
among other compliance items, which report shall include
information regarding the number of: (i) potential incidents
involving cash and cash equivalents or unusual or suspicious
activity, (ii) any required reports or forms that have been
filed on behalf of the Fund, (iii) outstanding customer
verification items, (iv) potential and confirmed matches against
the known offender and OFAC databases and (v) potential and
confirmed matches in connection with FinCen requests.
Notwithstanding anything in this Section 4.1(a) to the contrary,
the Transfer Agent reserves the right to amend and update the
form of its AML reporting from time to time to comply with new
or amended requirements of applicable law.
4.2 At least annually, the Transfer Agent, in conjunction with the
internal auditor of U.S. Global Investors, Inc., will arrange
for an audit of the AML services it provides to its clients on
an organization-wide basis, as required by applicable
regulation. The Transfer Agent will provide the Board of
Trustees with the results of the audit and testing, including
any material deficiencies or weaknesses identified and any
remedial steps that will be taken or have been taken by the
Transfer Agent to address such material deficiencies or
weaknesses.
4.3 On a periodic basis, but no less frequently than annually, the
Transfer Agent will provide the Trust with a written
certification that, among other things, it has implemented its
AML Program and has performed the Delegated Duties.
U.S. GLOBAL ACCOLADE FUNDS
TRANSFER AGENCY AGREEMENT
APRIL 1, 2007
PAGE 29 OF 29
APPENDIX D
TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
BETWEEN
U.S. GLOBAL ACCOLADE FUNDS (THE "TRUST") AND
UNITED SHAREHOLDER SERVICES, INC. (THE "TRANSFER AGENT")
DATED AS OF APRIL 1, 2007
FUNDS OF THE TRUST
Eastern European Fund
Global Emerging Markets Fund
Xxxxxx Growth Fund
MegaTrends Fund
