TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT (the "Agreement") is made as of this 25TH
day of January, 2016, by and between The Community Development Fund, a Delaware
statutory trust (the "Trust"), and UMB Fund Services, Inc., a Wisconsin
corporation, its successors and assigns (the "Transfer Agent").
WHEREAS, the Trust is an open-end investment company registered under the
1940 Act (as defined below) and authorized to issue Shares; and
WHEREAS, the Trust and Transfer Agent desire to enter into an agreement
pursuant to which Transfer Agent shall provide Services to the Trust.
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:
1. DEFINITIONS In addition to any terms defined in the body of this
Agreement, the following capitalized terms shall have the meanings set forth
hereinafter whenever they appear in this Agreement:
"1933 ACT" shall mean the Securities Act of 1933, as amended.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.
"1940 ACT" shall mean the Investment Company Act of 1940, as amended.
"AUTHORIZED PERSON" shall mean any individual who is authorized to provide
Transfer Agent with Instructions on behalf of the Trust, whose name shall be
certified to Transfer Agent from time to time pursuant to Section 3(b) of this
Agreement. 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
Transfer Agent) 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 Transfer Agent the names of the Authorized Persons from time
to time.
"BOARD" shall mean the Board of Trustees of the Trust.
"COMMISSION" shall mean the U.S. Securities and Exchange Commission.
"CUSTODIAN" shall mean the financial institution appointed as custodian
under the terms and conditions of a custody agreement between the financial
institution and the Trust, or its successor.
"DECLARATION OF TRUST" shall mean the Declaration of Trust or other similar
operational document of the Trust, as the case may be, as the same may be
amended from time to time.
"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 Transfer Agent to
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provide Services under this Agreement as designated on Schedule A hereto as
such Schedule may be amended from time to time. Each investment portfolio
shall be referred to as a "Fund" and such investment portfolios shall
collectively be referred to as the "Funds."
"FUND BUSINESS DAY" shall mean each day on which the New York Stock
Exchange, Inc. is open for trading.
"INVESTMENT ADVISER" shall mean the investment adviser or investment
advisers to the Funds and includes all sub-advisers or persons performing
similar services.
"INSTRUCTIONS" shall mean an oral communication from an Authorized Person
or a written communication signed by an Authorized Person and actually received
by Transfer Agent. Instructions shall include manually executed originals,
telefacsimile transmissions of manually executed originals or electronic
communications.
"OFFERING PRICE" shall mean the price per share that the Shares will be
offered for sale to the public calculated in accordance with the Fund's then
current Prospectus.
"PROSPECTUS" shall mean the current prospectus and statement of additional
information with respect to a Fund (including any applicable amendments and
supplements thereto) actually received by Transfer Agent from the Trust with
respect to which the Trust has indicated a Registration Statement has become
effective under the 1933 Act and the 1940 Act.
"REGISTRATION STATEMENT" shall mean any registration statement on Form N-1A
at any time now or hereafter filed with the Commission with respect to any of
the Shares and any amendments and supplements thereto which at any time shall
have been or will be filed with the Commission.
"SERVICES" shall mean the transfer agency 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.
"SHARES" shall mean such shares of beneficial interest, or class thereof,
of each respective Fund as may be issued from time to time.
"SHAREHOLDER" shall mean a record owner of Shares of each respective Fund.
2. APPOINTMENT AND SERVICES
(a) The Trust hereby appoints Transfer Agent as transfer agent and dividend
disbursing agent of all Shares and hereby authorizes Transfer Agent to provide
Services during the term of this Agreement and on the terms set forth herein.
Subject to the direction and control of the Board and utilizing information
provided by the Trust and its current and prior agents and service providers,
Transfer Agent will provide the Services in accordance with the terms of this
Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall
not be required to provide any Services or information that it believes, in its
sole discretion, to represent dishonest, unethical or illegal activity. In no
event shall Transfer Agent provide any investment advice or recommendations to
any party in connection with its Services hereunder.
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(b) Transfer Agent may from time to time, in its discretion, appoint one or
more other parties to carry out some or all of its duties under this Agreement,
provided that Transfer Agent shall remain responsible to the Trust for all such
delegated responsibilities in accordance with the terms and conditions of this
Agreement, in the same manner and to the same extent as if Transfer Agent were
itself providing such Services.
(c) Transfer Agent's duties shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Transfer
Agent hereunder. The Services do not include correcting, verifying or addressing
any prior actions or inactions of the Trust, any Fund or by any other current or
prior agent or service provider. To the extent that Transfer Agent agrees to
take such actions, those actions shall be deemed part of the Services.
(d) Transfer Agent 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.
(e) PROCESSING AND PROCEDURES
(i) Transfer Agent agrees to accept purchase orders and redemption
requests with respect to the Shares of each Fund via postal mail,
telephone, electronic delivery or personal delivery on each Fund Business
Day in accordance with such Fund's Prospectus; provided, however, that
Transfer Agent shall only accept purchase orders from jurisdictions in
which the Shares are qualified for sale, as indicated from time to time by
the Trust or pursuant to an Instruction. Transfer Agent shall, as of the
time at which the net asset value ("NAV") 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 NAV
per Share of the respective Fund specified in a communication received on
such Fund Business Day from or on behalf of the Fund. Transfer Agent 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 Transfer Agent 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 ("ACH") or such other methods
to which the parties shall mutually agree.
(ii) Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, Transfer Agent 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 Prospectus.
(iii) Except as otherwise provided in this paragraph, Transfer Agent
will exchange, transfer or redeem Shares upon presentation to Transfer
Agent of instructions endorsed for exchange, transfer or redemption,
accompanied by such documents as Transfer Agent deems necessary to evidence
the authority of the person making such exchange, transfer or redemption.
Transfer Agent reserves the right to refuse to exchange, 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 Medallion signature guarantee by an "Eligible Guarantor Institution" as
that term is defined by Commission in Rule 17Ad-15. Transfer Agent also
reserves the right to refuse to exchange, transfer or redeem Shares until
it is satisfied that the
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requested exchange, transfer or redemption is legally authorized, and it
shall incur no liability for the refusal, in good faith, to make exchanges,
transfers or redemptions which Transfer Agent, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no
reasonable basis to any claims adverse to such exchange, transfer or
redemption. Notwithstanding any provision contained in this Agreement to
the contrary, Transfer Agent shall not be required or expected to require,
as a condition to any exchange, transfer or redemption of any Shares
pursuant to an electronic data transmission, any documents to evidence the
authority of the person requesting the exchange, 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
Section 3(e).
(iv) In connection with each purchase and each redemption of Shares,
Transfer Agent shall send such statements as are prescribed by the federal
securities laws applicable to transfer agents or as described in the
Prospectus. It is understood that certificates for Shares have not been and
will not be offered by the Trust or made available to Shareholders.
(v) Transfer Agent and the Trust shall establish procedures for
effecting purchase, redemption, exchange or transfer transactions accepted
from Shareholders by telephone or other methods consistent with the terms
of the Prospectus. Transfer Agent may establish such additional procedures,
rules and requirements governing the purchase, redemption, exchange or
transfer of Shares, as it may deem advisable and consistent with the
Prospectus and industry practice. Transfer Agent shall not be liable, and
shall be held harmless by the Trust, for its actions or omissions which are
consistent with the foregoing procedures.
(f) DIVIDENDS AND DISTRIBUTIONS
(i) When a dividend or distribution has been declared, the Trust shall
give or cause to be given to Transfer Agent a copy of a resolution of the
Board that either:
(A) 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 Transfer Agent on such payment date; or
(B) authorizes the declaration of dividends and distributions on
a daily or other periodic basis and further authorizes Transfer Agent
to rely on a certificate of an Authorized Person setting forth the
information described in subparagraph (A) above.
(ii) In connection with a reinvestment of a dividend or distribution
of Shares of a Fund, Transfer Agent shall as of each Fund Business Day, as
specified in a certificate or resolution described in subparagraph (i),
issue Shares of the Fund based on the NAV per Share of such Fund specified
in a communication received from or on behalf of the Fund on such Fund
Business Day.
(iii) 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
Transfer Agent on behalf of a Fund, an amount of cash sufficient for
Transfer Agent 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. Transfer Agent will, upon receipt of
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any such cash, make payment of such cash dividends or distributions to the
Shareholders as of the record date. Transfer Agent shall not be liable for
any improper payments made in accordance with a certificate or resolution
described in the preceding paragraph. If Transfer Agent does 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, Transfer
Agent shall, upon notifying the Trust, withhold payment to such
Shareholders until sufficient cash is provided to Transfer Agent.
(iv) It is understood that Transfer Agent 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 Transfer Agent 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.
(g) RECORDS
(i) Transfer Agent 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. Transfer Agent shall destroy records only 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) .
Transfer Agent may deliver to the Trust from time to time at Transfer
Agent's discretion, for safekeeping or disposition by Transfer Agent in
accordance with law, such records, papers and documents accumulated in the
execution of its duties as transfer agent, as Transfer Agent may deem
expedient, other than those which Transfer Agent 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
Transfer Agent, 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 trustees, officers, employees, and auditors of the Trust.
Notwithstanding anything contained herein to the contrary, Transfer Agent
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.
(h) ANTI-MONEY LAUNDERING ("AML") SERVICES
(i) BACKGROUND In order to assist its transfer agency clients with
their AML responsibilities under the USA PATRIOT Act of 2001, the Bank
Secrecy Act of 1970, the customer identification program rules jointly
adopted by the Commission and the U.S. Treasury Department and other
applicable regulations adopted thereunder (the "AML Laws"), Transfer Agent
offers various tools designed to: (a) aid in the detection and reporting of
potential money laundering activity by monitoring certain aspects of
Shareholder activity; and (b) 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 ("AML
Monitoring Activities"). In connection with the AML Monitoring Activities,
Transfer Agent may encounter Shareholder activity that would require it to
file a Suspicious Activity Report ("SAR") with the Department of the
Treasury's Financial Crimes Enforcement Network
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("FinCEN"), as required by 31 CFR 103.15(a)(2) ("Suspicious Activity"). The
Trust has, after review, selected various procedures and tools offered by
Transfer Agent to comply with its AML and customer identification program
obligations under the AML Laws (the "AML Procedures"), and desires to
implement the AML Procedures as part of its overall AML program and,
subject to the terms of the AML Laws, delegate to Transfer Agent the
day-to-day operation of the AML Procedures on behalf of the Trust.
(ii) DELEGATION The Trust acknowledges that it has had an opportunity
to review, consider and select the AML Procedures and the Trust has
determined that the AML Procedures, as part of the Trust's overall AML
program, are reasonably designed to prevent the Funds 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 Transfer Agent to
implement the AML Procedures on its behalf, as such may be amended or
revised from time to time. The customer identification verification
component of the AML Procedures applies only to Shareholders who are
residents of the United States. The Trust hereby also delegates to Transfer
Agent the authority to report Suspicious Activity to FinCEN.
(iii) SAR FILING PROCEDURES
(A) When Transfer Agent observes any Suspicious Activity,
Transfer Agent shall prepare a draft of a SAR on Form SAR-SF, and
shall send a copy to the Trust's AML officer for review. Transfer
Agent shall complete each SAR in accordance with the procedures set
forth in 31 CFR [section]103.15(a)(3), with the intent to satisfy the
reporting obligation of both Transfer Agent and the Trust.
Accordingly, the SAR shall include the name of both Transfer Agent and
the Trust, and shall include the words, "joint filing" in the
narrative section.
(B) The Trust's AML officer shall review the SAR and provide
comments, if any, to Transfer Agent within a time frame sufficient to
permit Transfer Agent to file the SAR in accordance with the deadline
set forth in 31 CFR [section]103.15(b)(3) . Upon receipt of final
approval from the Trust's AML officer, Transfer Agent (or its
affiliate) shall file the SAR in accordance with the procedures set
forth in 31 CFR [section]103.15(b) .
(C) Transfer Agent shall provide to the Trust a copy of each SAR
filed, together with supporting documentation. In addition, Transfer
Agent shall maintain a copy of the same for a period of at least five
(5) years from the date of the SAR filing.
(D) Nothing in this Agreement shall prevent either party from
making a determination that such party has an obligation under the USA
PATRIOT Act of 2001 to file a SAR relating to any Suspicious Activity,
and from making such filing independent of the other party hereto.
(iv) 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 as additional regulations are adopted and/or regulatory guidance
is provided relating to the Trust's AML responsibilities.
(v) REPORTING Transfer Agent agrees to provide to the Trust: (i)
prompt notification of any transaction or combination of transactions that
Transfer Agent believes, based on the AML Procedures, evidence potential
money laundering activity in connection with the Trust or any Shareholder;
(ii) prompt notification of any true and complete match of a Shareholder(s)
to the names
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included on the Office of Foreign Asset Controls (OFAC) list or any Section
314(a) search list; (iii) any reports received by Transfer Agent from any
government agency or applicable industry self-regulatory organization
pertaining to Transfer Agent's AML Monitoring Activities; (iv) any action
taken in response to AML violations as described above; and, (v) quarterly
reports of its monitoring and verification activities on behalf of the
Trust. Transfer Agent 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 Transfer Agent and the Trust's AML officer.
(vi) INSPECTION The Trust hereby directs, and Transfer Agent agrees
to: (1) permit federal regulators access to such information and records
maintained by Transfer Agent and relating to Transfer Agent's
implementation of the AML Procedures on behalf of the Trust, as they may
request; and, (2) permit such federal regulators to inspect Transfer
Agent's implementation of the AML Procedures on behalf of the Trust.
(vii) DISCLOSURE OBLIGATIONS REGARDING SARS Neither Transfer Agent nor
the Trust shall disclose any SAR filed or the information included in a SAR
to any third party other than affiliates of Transfer Agent or the Trust on
a need to know basis and in accordance with applicable law, rule,
regulation and interpretation, that would disclose that a SAR has been
filed.
3. REPRESENTATIONS AND DELIVERIES
(a) The Trust shall deliver or cause the following documents to be
delivered to Transfer Agent:
(1) A copy of the Declaration of Trust and By-laws and all amendments
thereto, certified by the Secretary of the Trust;
(2) Copies of the Trust's Registration Statement, as of the date of
this Agreement, together with any applications filed in connection
therewith;
(3) 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 1933 Act and any
other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing
Transfer Agent and authorizing the execution of this Agreement on behalf of
the Trust; and
(5) A certificate containing the names of the initial Authorized
Persons in a form acceptable to Transfer Agent. 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 Transfer Agent) 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
Transfer Agent the names of the Authorized Persons from time to time. The
certificate required by this paragraph shall be signed by an officer of the
Trust and designate the names of the Trust's initial Authorized Persons.
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(6) All Shareholder account records in a format acceptable to Transfer
Agent, in Milwaukee, Wisconsin and at the Trust's expense.
(7) Prior written 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 Transfer Agent such documents, certificates, reports and legal
opinions as it may reasonably request.
(8) All other documents, records and information that Transfer Agent
may reasonably request in order for Transfer Agent to perform the Services
hereunder.
(b) The Trust represents and warrants to Transfer Agent that:
(1) 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.
(2) 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 Transfer Agent the names of
such Authorized Persons.
(3) It is duly registered as an open-end investment company under the
1940 Act.
(4) A Registration Statement under the 1933 Act will be effective
before the Fund will issue Shares and will remain effective during such
period as the Fund is offering Shares for sale. Additionally, appropriate
state securities laws filings will be made before Shares are issued in any
jurisdiction and such filings will continue to be made, with respect to
Shares of the Funds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the
terms of the Declaration of Trust and each Fund's Prospectus, such Shares
shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state and federal,
and has obtained all regulatory approvals necessary to carry on its
business as now conducted; there is no statute, rule, regulation, order or
judgment binding on it and no provision of its Declaration of Trust,
By-laws or any contract binding it or affecting its property which would
prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Trust shall have the ongoing
obligation to provide Transfer Agent with a copy of each Fund's currently
effective Prospectus as soon as they become effective. For purposes of this
Agreement, Transfer Agent shall not be deemed to have notice of any information
contained in any such Prospectus until a reasonable time after it is actually
received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary
responsibility for all compliance matters relating to the Trust and the Funds
including but not limited to compliance with the
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1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of
2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of each
Fund as set forth in the Prospectus. Transfer Agent's Services hereunder shall
not relieve the Board and the Investment Adviser of their primary day-to-day
responsibility for assuring such compliance. Notwithstanding the foregoing,
the Transfer Agent will be responsible for its own compliance with such
statutes insofar as such statutes are applicable to the Services it has agreed
to provide hereunder, and will promptly notify the Trust if it becomes aware of
any material non-compliance which relates to the Trust. The Transfer Agent
shall provide the Trust with quarterly and annual certifications (on a calendar
basis) with respect to the design and operational effectiveness of its
compliance and procedures.
(e) 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 Transfer Agent.
(f) The Trust agrees that it shall advise Transfer Agent in writing at
least thirty (30) days prior to affecting any change in any Prospectus which
would increase or alter the duties and obligations of Transfer Agent hereunder,
and shall proceed with such change only if it shall have received the written
consent of Transfer Agent thereto.
(g) TRUST INSTRUCTIONS
(i) The Trust shall cause the Trust's officers, trustees, Investment
Adviser, legal counsel, independent accountants, administrator, fund
accountant, Custodian and other service providers and agents, past or
present, to cooperate with Transfer Agent and to provide Transfer Agent
with such information, documents and communications as necessary and/or
appropriate or as requested by Transfer Agent, in order to enable Transfer
Agent to perform the Services. In connection with the performance of the
Services, Transfer Agent shall (without investigation or verification) be
entitled, and is hereby instructed to, rely upon any and all Instructions,
communications, information or documents provided to Transfer Agent by a
representative of the Trust or by any of the aforementioned persons.
Transfer Agent 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
Transfer Agent shall not be held to have notice of any change of authority
of any trustee, officer, agent, representative or employee of the Trust,
Investment Adviser, Authorized Person or service provider until receipt of
written notice thereof from the Trust.
(ii) The Trust shall provide Transfer Agent with an updated
certificate evidencing the appointment, removal or change of authority of
any Authorized Person, it being understood Transfer Agent 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.
(iii) Transfer Agent, 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
Transfer Agent, confirm such Instructions in writing.
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(iv) At any time, Transfer Agent 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
Transfer Agent 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.
(h) Transfer Agent represents and warrants to the Trust that:
(i) 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.
(ii) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state and federal,
and has obtained all regulatory approvals necessary to carry on its
business as now conducted; there is no statute, rule regulation, order or
judgment binding on it and no provision of its operating documents or any
contract binding it or affecting its property which would prohibit its
execution or performance of this Agreement.
(iii) Transfer Agent 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, the Transfer Agent shall
provide supplemental information concerning the aspects of its disaster
recovery and business continuity plan that are relevant to the Services.
(iv) It is duly registered as a transfer agent under Section 17A of
the 1934 Act to the extent required.
4. FEES AND EXPENSES
(a) As compensation for the performance of the Services, the Trust agrees
to pay Transfer Agent the fees set forth on Schedule C hereto. Fees shall be
adjusted in accordance with Schedule C or as otherwise agreed to by the parties
from time to time. Fees shall be earned and paid monthly in an amount equal to
at least 1/12(th) of the applicable annual fee. Basis point fees and minimum
annual fees apply separately to each Fund, and average net assets are not
aggregated in calculating the applicable basis point fee per Fund or the
applicable minimum. The parties may amend this Agreement to include fees for any
additional services requested by the Trust, enhancements to current Services, or
to add Funds. The Trust agrees to pay Transfer Agent such fees as may be agreed
between the parties for Services added to, or for any enhancements to existing
Services set forth on Schedule B after the execution of this Agreement. In
addition, to the extent that Transfer Agent corrects, verifies or addresses any
prior actions or inactions by any Fund or by any prior agent or service
provider, Transfer Agent shall be entitled to additional fees as provided in
Schedule C as long as the Fund has been provided with reasonable advance notice.
In the event of any disagreement between this Agreement and Schedule C, the
terms of Schedule C shall control.
(b) [For the purpose of determining fees payable to Transfer Agent, NAV
shall be computed in accordance with the Prospectus and resolutions of the
Board. The fee for the period from the day of
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the month this Agreement is entered into until the end of that month shall be
pro-rated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should this Agreement
be terminated or the Trust or any Fund(s) be liquidated, merged with or
acquired by another fund or investment company, any accrued fees shall be
immediately payable.]
(c) Transfer Agent will bear all expenses incurred by it in connection with
its performance of Services, except as otherwise provided herein. Transfer Agent
shall not be required to pay or finance any costs and expenses incurred in the
operation of the Funds, including, but not limited to: taxes; interest;
brokerage fees and commissions; salaries, fees and expenses of officers and
trustees; Commission fees and state Blue Sky fees; advisory fees; charges of
custodians, administrators, fund accountants, dividend disbursing and accounting
services agents and other service providers; security pricing services;
insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; taxes and fees payable to federal, state
and other governmental agencies; preparation, typesetting, printing, proofing
and mailing of Prospectuses, statements of additional information, supplements,
notices, forms and applications and proxy materials for regulatory purposes and
for distribution to current Shareholders; preparation, typesetting, printing,
proofing and mailing and other costs of Shareholder reports; expenses in
connection with the electronic transmission of documents and information
including electronic filings with the Commission and the states; research and
statistical data services; expenses incidental to holding meetings of the Fund's
Shareholders and Trustees; fees and expenses associated with internet, e-mail
and other related activities; and extraordinary expenses. Expenses incurred for
distribution of Shares, including the typesetting, printing, proofing and
mailing of Prospectuses for persons who are not Shareholders, will be borne by
the Investment Adviser, except for such expenses permitted to be paid under a
distribution plan adopted in accordance with applicable laws.
(d) The Trust also agrees to promptly reimburse Transfer Agent for all
out-of-pocket expenses or disbursements incurred by Transfer Agent in connection
with the performance of Services under this Agreement as described below.
Out-of-pocket expenses shall include, but not be limited to, those items
specified on Schedule C hereto. If requested by Transfer Agent, and subject to
approval by the Trust (which approval shall not be unreasonably withheld),
out-of-pocket expenses are payable in advance. Payment of postage expenses, if
prepayment is requested, is due at least seven (7) days prior to the anticipated
mail date. In the event Transfer Agent requests advance payment, Transfer Agent
shall not be obligated to incur such expenses or perform the related Service(s)
until payment is received.
(e) 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, Transfer Agent shall xxxx Service fees
monthly, and out-of-pocket expenses as incurred (unless prepayment is requested
by Transfer Agent). Transfer Agent may, at its option, arrange to have various
service providers submit invoices directly to the Trust for payment of
reimbursable out-of-pocket expenses.
(f) The Trust is aware that its failure to remit to Transfer Agent all
amounts due on or before the Due Date will cause Transfer Agent to incur costs
not contemplated by this Agreement, including, but not limited to carrying,
processing and accounting charges. Accordingly, in the event that Transfer Agent
does not receive any amounts due hereunder by the Due Date, the Trust agrees to
pay a late
11
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 Transfer Agent's reasonable attorney's fees and court costs if
any amounts due Transfer Agent in the event that an attorney is engaged to
assist in the collection of amounts due. 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 Transfer Agent of the Trust's default or
prevent Transfer Agent from exercising any other rights and remedies available
to it.
(g) 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
Transfer Agent in writing of any disputed charges for out-of-pocket expenses
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 Transfer Agent provides 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.
(h) The Trust acknowledges that the fees charged by Transfer Agent under
this Agreement reflect the allocation of risk between the parties, including the
exclusion of remedies and limitations of liability in Sections 2, 3 and 6.
Modifying the allocation of risk from what is stated herein would affect the
fees that Transfer Agent charges. Accordingly, in consideration of those fees,
the Trust agrees to the stated allocation of risk.
5. CONFIDENTIAL INFORMATION
Transfer Agent agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds' Shareholders, not to use such information
other than in the performance of its responsibilities and duties hereunder, and
not to disclose such information except: (i) when requested to divulge such
information by duly-constituted authorities or court process; (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; (iii) when requested by the Trust, a Fund, the Shareholder,
the Shareholder's agent or the dealer of record with respect to such account;
(iv) to seek to prevent fraud and/or money laundering by providing certain
shareholder information to other financial institutions; (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 Transfer Agent received the information. In case of any requests or
demands for inspection of the records of the Funds, Transfer Agent will endeavor
to notify the Trust promptly and 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 Transfer Agent or any of its employees,
agents or representatives, and information which was already in the possession
of Transfer Agent prior to receipt thereof, shall not be subject to this
section. Any party appointed pursuant to Section 2(b) above shall be required to
observe the confidentiality obligations contained herein. Transfer Agent will
implement and maintain such appropriate security measures as are necessary for
the protection of confidential shareholder information. The obligations of the
parties under Section 5 shall indefinitely survive the termination of this
Agreement.
12
6. LIMITATION OF LIABILITY In addition to the limitations of liability
contained in Sections 2 and 3 of this Agreement:
(a) Transfer Agent 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
Transfer Agent's 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. Furthermore, Transfer Agent shall not be liable for: (1)
any action taken or omitted to be taken in accordance with or in reliance upon
Instructions, communications, data, documents or information (without
investigation or verification) received by Transfer Agent from an officer or
representative of the Trust or from any Authorized Person; or, (2) any action
taken, or omission by, a Fund, the Trust, Investment Adviser, any Authorized
Person or any past or current service provider (not including Transfer Agent).
(b) Notwithstanding anything herein to the contrary, Transfer Agent will be
excused from its obligation to perform any Service or obligation required of it
hereunder for the duration that such performance is prevented by events beyond
its reasonable control and shall not be liable for any default, damage, loss of
data or documents, errors, delay or any other loss whatsoever caused thereby.
Transfer Agent will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
reasonable control.
(c) In no event and under no circumstances shall the Indemnified Parties
(as defined below) be liable to anyone, including, without limitation, the other
party, 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.
(d) Notwithstanding any other provision of this Agreement, Transfer Agent
shall have no duty or obligation under this Agreement to inquire into, and shall
not be liable for:
(i) 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;
(ii) the legality of a transfer, exchange, 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,
exchange or redemption;
(iii) the legality of the declaration of any dividend by the Trust, or
the legality of the issue of any Shares in payment of any stock dividend;
(iv) the legality of any recapitalization or readjustment of Shares;
(v) Transfer Agent's acting upon telephone or electronic instructions
relating to the purchase, transfer, exchange or redemption of Shares
received by Transfer Agent in accordance with procedures established by
Transfer Agent and the Trust; or
(vi) the offer or sale of Shares in violation of any requirement under
the securities laws or regulations of any jurisdiction 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.
13
(e) Transfer Agent 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, Transfer Agent shall be fully protected by each
Fund in not requiring any instruments, documents, assurances, endorsements or
guarantees, including, without limitation, any Medallion signature guarantees,
in connection with a redemption, exchange or transfer of Shares whenever
Transfer Agent reasonably believes that requiring the same would be inconsistent
with the transfer, exchange and redemption procedures described in the
Prospectus.
(f) The obligations of the parties under Section 6 shall indefinitely
survive the termination of this Agreement.
7. INDEMNIFICATION
(a) The Trust agrees to indemnify and hold harmless Transfer Agent, its
employees, agents, officers, directors, shareholders, affiliates and nominees
(collectively, "Indemnified Parties") from and against any and all claims,
demands, actions and suits, and any and all judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character ("Losses") which may be asserted against or incurred by any
Indemnified Party or for which any Indemnified Party may be held liable (a
"Claim"), arising out of or in any way relating to any of the following:
(i) any action or omission of Transfer Agent in connection with this
Agreement and occurring in connection with the performance of its duties
and obligations hereunder, except to the extent a Claim resulted from
Transfer Agent's willful misfeasance, bad faith, negligence in the
performance of its duties or from reckless disregard by it of its
obligations and duties hereunder;
(ii) Transfer Agent's reliance on, implementation of, or use of
Instructions, communications, data, documents or information (without
investigation or verification) received by Transfer Agent from an officer
or representative of the Trust, any Authorized Person or any past or
current service provider (not including Transfer Agent);
(iii) any action taken, or omission by, a Fund, the Trust, Investment
Adviser, any Authorized Person or any past or current service provider (not
including Transfer Agent);
(iv) the Trust's refusal or failure to comply with the terms of this
Agreement, or any Claim that arises out of the Trust's negligence or
misconduct or breach of any representation or warranty of the Trust made
herein;
(v) the legality of the issue or sale of any Shares, the sufficiency
of the amount received therefore, or the authority of the Trust, as the
case may be, to have requested such sale or issuance;
(vi) the legality of the declaration of any dividend by the Trust, or
the legality of the issue of any Shares in payment of any stock dividend;
14
(vii) the legality of any recapitalization or readjustment of Shares;
(viii) Transfer Agent's acting upon telephone or electronic
instructions relating to the purchase, transfer, exchange or redemption of
Shares received by Transfer Agent in accordance with procedures established
by Transfer Agent and the Trust;
(ix) the acceptance, processing and/or negotiation of a fraudulent
payment for the purchase of Shares unless the result of Transfer Agent's 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, redemption, transfer or exchange of Shares shall
be presumed not to have been the result of Transfer Agent's or its
affiliates' willful misfeasance, bad faith or negligence; and
(x) the offer or sale of Shares in violation of any requirement under
the securities laws or regulations of any state or other jurisdiction 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) Promptly after receipt by Transfer Agent of notice of the commencement
of an investigation, action, claim or proceeding, Transfer Agent shall, if a
claim for indemnification in respect thereof is made under this section, notify
the Trust in writing of the commencement thereof, although the failure to do so
shall not prevent recovery by Transfer Agent or any Indemnified Party. The Trust
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce any such Loss, but
if the Trust elects to assume the defense, such defense shall be conducted by
counsel chosen by the Trust and approved by Transfer Agent, which approval shall
not be unreasonably withheld. In the event the Trust elects to assume the
defense of any such suit and retain such counsel and notifies Transfer Agent of
such election, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them subsequent to
the receipt of the Trust's election. If the Trust does not elect to assume the
defense of any such suit, or in case Transfer Agent does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Trust, or in case there is
a conflict of interest between the Trust and Transfer Agent or any Indemnified
Party, the Trust will reimburse the Indemnified Party or Parties named as
defendant or defendants in such suit, for the fees and expenses of any counsel
retained by Transfer Agent and them. The Trust's indemnification agreement
contained in this Section 7 and the Trust's representations and warranties in
this Agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of Transfer Agent and each Indemnified
Party, and shall survive the delivery of any Shares and the termination of this
Agreement. This agreement of indemnity will inure exclusively to Transfer
Agent's benefit, to the benefit of each Indemnified Party and their estates and
successors. The Trust agrees to promptly notify Transfer Agent of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
(c) The obligations of the parties under Section 7 shall indefinitely
survive the termination of this Agreement.
15
8. TERM
(a) This Agreement shall become effective with respect to each Fund as of
the date hereof 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. Unless sooner terminated as provided herein, this Agreement shall
continue in effect with respect to each Fund for a two-year period beginning on
the date of this Agreement (the "Initial Term"). Thereafter, if not terminated
as provided herein, the Agreement shall continue automatically in effect as to
each Fund for successive annual periods (each a "Renewal Term") .
(b) In the event this Agreement is terminated by the Trust prior to the end
of the Initial Term or any subsequent Renewal Term, the Trust shall be obligated
to pay Transfer Agent the remaining balance of the fees payable to Transfer
Agent under this Agreement through the end of the Initial Term or Renewal Term,
as applicable. Notwithstanding the foregoing, either party may terminate this
Agreement at the end of the Initial Term or at the end of any successive Renewal
Term (the "Termination Date") by giving the other party a written notice not
less than ninety (90) days' prior to the end of the respective term.
Notwithstanding anything herein to the contrary, upon the termination of the
Agreement as provided herein or the liquidation, merger or acquisition of a Fund
or the Trust, Transfer Agent shall deliver the records of the Trust to the Trust
or its successor service provider at the expense of the Trust in a form that is
consistent with Transfer Agent's applicable license agreements, 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. The
Trust shall be responsible for all expenses associated with the movement (or
duplication) of records and materials and conversion thereof to a successor
service provider, including all reasonable trailing expenses incurred by
Transfer Agent. All such expenses shall be billed at cost with reasonable
advance notice given to the Trust of an estimate of such expenses. The Trust
shall also be responsible for the payment of the annual closed account fees
referenced in Schedule C hereto. Generally, closed accounts are purged in
September, but may be later due to tax reporting responsibilities. In addition,
in the event of termination of this Agreement, or the proposed liquidation,
merger or acquisition of the Trust or a Fund(s), and Transfer Agent's agreement
to provide additional Services in connection therewith, Transfer Agent shall
provide such Services and be entitled to such compensation as the parties may
mutually agree. Transfer Agent shall not reduce the level of service provided to
the Trust prior to termination following notice of termination by the Trust.
(c) In the event such notice is given by the Trust pursuant to subparagraph
(c), it shall be accompanied by a copy of a resolution of the Board 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 Transfer Agent, the Trust shall on or before the
termination date, deliver to Transfer Agent a copy of a resolution of its Board
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 Transfer Agent shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement.
9. MISCELLANEOUS
(a) 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 received by the other party. Such notices shall be sent to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:
16
IF TO TRANSFER AGENT: UMB Fund Services, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
IF TO THE TRUST: The Community Development Fund
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Ph.D.
(b) 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.
(c) This Agreement shall be governed by Wisconsin law, excluding the laws
on conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which is determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. In
such case, the parties shall in good faith modify or substitute such provision
consistent with the original intent of the parties.
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument. The facsimile signature of
any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
(e) The services of Transfer Agent hereunder are not deemed exclusive.
Transfer Agent may render transfer agency and dividend disbursement services and
any other services to others, including other investment companies.
(f) 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.
(g) 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 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 Certificate of Trust is on file with the State of Delaware and
the Declaration of Trust is on file with the U.S. Securities and Exchange
Commission.
17
(h) This Agreement and the Schedules incorporated hereto constitute the
full and complete understanding and agreement of Transfer Agent and the Trust
and supersedes all prior negotiations, understandings and agreements with
respect to transfer agency and dividend disbursement services.
(i) 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.
(j) Transfer Agent shall retain all right, title and interest in 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
Transfer Agent in connection with the Services provided by Transfer Agent to the
Trust hereunder.
(k) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns. This Agreement shall not be
assignable by either party without the written consent of the other party,
provided, however, that Transfer Agent may, in its sole discretion and upon
advance written notice to the Trust, assign all its right, title and interest in
this Agreement to an affiliate, parent or subsidiary, or to the purchaser of
substantially all of its business.
(l) The person signing below represents and warrants that he/she is duly
authorized to execute this Agreement on behalf of the Trust.
(m) The Trust hereby grants to Transfer Agent the right to identify the
Trust as a client and to use the Trust's name and logo in client lists on the
Transfer Agent's website, for marketing purposes and in requests for information
and proposals. Likewise, the Transfer Agent hereby grants to the Trust the right
to identify the Transfer Agent as a service provider and to use the Transfer
Agency's name and logo in service provider lists on the Trust's website, in the
Prospectus or Statement of Additional Information and in other documents for
marketing purposes and in requests for information and proposals.
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day, month and year first above
written.
THE COMMUNITY DEVELOPMENT FUND
(the "Trust")
By: /S/ XXXXXXX X. XXXXXX
---------------------
Title: XXXXXXX X. XXXXXX, PH.D., PRESIDENT
-----------------------------------
Date: JANUARY 22, 2016
----------------
UMB FUND SERVICES, INC.
("Transfer Agent")
By: /S/ XXXXXXX XXXXXXX
-------------------
Title: XXXXXXX XXXXXXX, PRESIDENT
--------------------------
Date: JANUARY 25, 2016
----------------
19
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
UMB FUND SERVICES, INC.
NAMES OF FUNDS
The Community Development Fund
20
SCHEDULE B
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
UMB FUND SERVICES, INC.
SERVICES
In addition to, or in connection with, the Services set forth in Section 2 of
the Agreement and subject to the direction of, and utilizing information
provided by, the Trust, Investment Adviser, and the Trust's agents, Transfer
Agent will provide the following Services:
o Set up and maintain Shareholder accounts and records, including IRAs
and other retirement accounts
o Follow-up with prospects who return incomplete applications
o Store account documents electronically
o Receive and respond to Shareholder 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 ACH, 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
o Issue comprehensive clerical confirmation statements for maintenance
transactions
o Provide cost basis statements
o Provide information for the mailing of Prospectuses, annual and
semi-annual reports, and other Shareholder communications to existing
shareholders
o File IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders
and/or the IRS
o Handle load and multi-class processing, including rights of
accumulation and purchases by letters of intent
o Calculate 12b-1 plan fees and payments under shareholder servicing
plans
o Provide standards to structure forms and applications for efficient
processing
21
o Follow up on IRAs, soliciting beneficiary and other information and
sending required minimum distribution reminder letters
o Provide basic report access for up to four (4) people
o Assist the Trust in complying with SEC Regulation S-ID adopted under
the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010
(the "Red Flags Rule") by monitoring/handling shareholder accounts in
accordance with the Trust's identity theft prevention program and
reporting any possible instances of identity theft to the Trust
o Conduct periodic postal clean-up
OPTIONAL SERVICES
The Funds may contract with Transfer Agent to provide one or more of the
following optional services for additional fees.
o Transfer Agent's Internet services, including Adviser Services,
RIA/Broker Services, Shareholder Services, NAV Services, Vision,
Adviser Central and email services
o Shareholder "welcome" packages with initial confirmation
o Arrange to make available 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, applications and statements
o Training on regulatory developments
22
SCHEDULE C
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
UMB FUND SERVICES, INC.
FEES
[Redacted]
23
SCHEDULE D
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
UMB FUND SERVICES, INC.
RECORDS MAINTAINED BY TRANSFER AGENT
o Account applications
o Checks including check registers, reconciliation records, any adjustment
records and tax withholding documentation
o Indemnity bonds for replacement of lost or missing checks
o Liquidation, redemption, withdrawal and transfer requests including
signature guarantees and any supporting documentation
o Shareholder correspondence
o Shareholder transaction records
o Share transaction history of the Funds
24
