EXHIBIT NO. EX-99.H.1.I
FORM OF TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the ___ day of _______, 2001,
by and between Scout Investment Advisers, Inc., a Maryland corporation (the
"Company"), and Sunstone Financial Group, Inc., a Wisconsin corporation, its
successors and assigns ("Sunstone").
R E C I T A L S:
WHEREAS, the Company serves as Investment Adviser and Administrator to the
Scout Funds; and
WHEREAS, the Funds are registered under the 1940 Act as an open-end
management investment companies; and
WHEREAS, the Company desires to retain Sunstone to render certain transfer
agency and dividend disbursement services to the Funds, and Sunstone is willing
to render such services, all in accordance with the terms of this Agreement.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
ARTICLE I
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DEFINITIONS
In addition to any terms defined in the body of this Agreement, the
following capitalized terms shall have the meanings set forth hereinafter
whenever they appear in this Agreement:
1.01 1940 ACT shall mean the Investment Company Act of 1940, as amended
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from time to time.
1.02 ARTICLES OF INCORPORATION shall mean the Articles of Incorporation or
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other similar operational document of a Fund, as the case may be, as the same
may be amended from time to time.
1.03 AUTHORIZED PERSON shall mean any individual who is authorized to
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provide Sunstone with Instructions and requests on behalf of the Company, whose
name shall be certified to Sunstone from time to time pursuant to Section 7.01
of this Agreement.
1.04 BOARD OF DIRECTORS shall mean the Board of Directors of the Company.
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1.05 CUSTODIAN shall mean the financial institution appointed as custodian
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under the terms and conditions of the custody agreement between the financial
institution and the Funds, or its successor.
1.06 EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
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amended from time to time.
1.07 FUND shall mean each separate series or class of Shares offered by the
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Scout Funds representing interests in a separate portfolio of securities and
other assets for which the Company has appointed Sunstone as transfer agent and
dividend disbursing agent under this Agreement.
1.08 FUND BUSINESS DAY shall mean each day on which the New York Stock
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Exchange, Inc. is open for trading.
1.09 INSTRUCTIONS shall mean an oral communication from an Authorized
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Person or a written communication signed by an Authorized Person and actually
received by Sunstone. Instructions shall include manually executed originals,
telefacsimile transmissions of manually executed originals or electronic
communications.
1.10 PROSPECTUS shall mean the current Prospectus and Statement of
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Additional Information with respect to a Fund (including any applicable
supplement) actually received by Sunstone from the Company with respect to which
the Company has indicated a registration statement has become effective under
the Securities Act and the 1940 Act.
1.11 SECURITIES ACT shall mean the Securities Act of 1933, as amended from
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time to time.
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1.12 SHARES shall mean such shares of capital stock or beneficial interest,
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as the case may be, or class thereof, of each respective Fund as may be issued
from time to time.
1.13 SHAREHOLDER shall mean a record owner of Shares of each respective
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Fund of the Company.
ARTICLE II
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APPOINTMENT OF TRANSFER AGENT
2.01 APPOINTMENT. The Company hereby appoints Sunstone as transfer agent
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and dividend disbursing agent of all the Shares of the Funds during the term of
this Agreement with respect to each Fund listed on Schedule A hereto, and any
additional Fund the Company and Sunstone may agree to include on any amended
Schedule A. Sunstone hereby accepts such appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
2.02 DUTIES.
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A. Sunstone shall perform the transfer agent and dividend disbursement
services described on Schedule B hereto and such additional services as may be
agreed to by the parties from time to time and set forth in an amendment to
Schedule B (collectively, the "Services"). Sunstone shall have no duties or
responsibilities other than those specifically set forth in this Agreement, and
no covenant or obligation to carry out any other duties or responsibilities
shall be implied in this Agreement against Sunstone. In the event Sunstone is
asked to correct any action taken or omission of any prior service provider,
then Sunstone shall provide such services and be entitled to such compensation
as the parties may mutually agree.
B. Sunstone may, in its discretion, appoint other parties to carry out
some or all of its responsibilities under this Agreement; provided, however,
that unless the Company shall enter into a written agreement with any such
party, the party shall be the agent of Sunstone and not the agent of the
Company. In such event, Sunstone shall be fully responsible for the acts or
omissions of such party and shall not be relieved of any of its responsibilities
hereunder by the appointment of such party.
2.03 DELIVERIES.
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A. In connection with Sunstone's appointment as transfer agent and
dividend disbursing agent, the Company shall deliver or cause the following
documents to be delivered to Sunstone:
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(1) A copy of the Articles of Incorporation and By-laws of each
Fund and all amendments thereto, certified by the Secretary of each such Fund;
(2) A certificate signed by the President and Secretary of each
Fund specifying the number of authorized Shares and the number of such
authorized Shares issued and currently outstanding, if any;
(3) A certified copy of the resolutions of the Board of Directors
of the Company appointing Sunstone as transfer agent and dividend disbursing
agent and authorizing the execution of this Transfer Agency Agreement on behalf
of the Company;
(4) Copies of the Company's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by
each Fund with the Securities and Exchange Commission under the Securities Act
and the 1940 Act, together with any applications filed in connection therewith;
(5) An opinion of counsel for the Funds with respect to each
Fund's organization and existence under the laws of its state of organization,
the validity of the authorized and outstanding Shares, whether such Shares are
fully paid and non-assessable and the status of such Shares under the Securities
Act and any other applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the Registration Statement
has become effective, or if exempt, the specific grounds therefor); and
(6) The certificate required by Section 7.01 of this Agreement,
signed by an officer of the Company and designating the names of the Company's
initial Authorized Persons.
B. The Company agrees to deliver or to cause to be delivered to
Sunstone in Milwaukee, Wisconsin, at the Company's expense, all of its
Shareholder account records in a format acceptable to Sunstone, as well as all
other documents, records and information that Sunstone may reasonably request in
order for Sunstone to perform the Services hereunder.
ARTICLE III
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COMPENSATION & EXPENSES
3.01 Compensation. As compensation for the performance of the Services, the
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Company agrees to pay Sunstone the fees set forth on Schedule C attached hereto.
The prices for the Services set forth on Schedule C shall be fixed through the
end of the Initial Term of the
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Agreement, as hereinafter defined. The parties may amend Schedule C to include
fees for any additional services requested by the Company, enhancements to
current Services, or to add Funds for which Sunstone has been retained. The
Company agrees to pay Sunstone's then current rate for any Services added to, or
any enhancements to existing Services set forth on, Schedule C after the
execution of this Agreement. Sunstone shall present the Company with a revised
Schedule C reflecting Sunstone's fees for the upcoming term at least [____] days
prior to the end of the Initial Term and each subsequent term of the Agreement.
3.02 EXPENSES. The Company also agrees to promptly reimburse Sunstone for
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all out-of-pocket expenses or disbursements incurred by Sunstone in connection
with the performance of Services under this Agreement. Out-of-pocket expense
shall include, but not be limited to, those items specified on Schedule C
hereto. If requested by Sunstone, out-of-pocket expenses are payable in advance.
Payment of postage expenses, if prepayment is requested, is due at least seven
days prior to the anticipated mail date. In the event Sunstone requests advance
payment, Sunstone shall not be obligated to incur such expenses or perform the
related Service(s) until payment is received.
3.03 PAYMENT PROCEDURES.
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A. The Company agrees to pay all amounts due hereunder within fifteen
days of the date reflected on the statement for such Services (the "Due Date").
Sunstone shall xxxx Service fees monthly, and out-of-pocket expenses as incurred
(unless prepayment is requested by Sunstone). Sunstone may, at its option,
arrange to have various service providers submit invoices directly to the
Company for payment of reimbursable out-of-pocket expenses.
B. The Company is aware that its failure to remit to Sunstone all
amounts due on or before the Due Date will cause Sunstone to incur costs not
contemplated by this Agreement, including, but not limited to carrying,
processing and accounting charges. Accordingly, in the event that Sunstone does
not receive any amounts due hereunder by the Due Date, the Company agrees to pay
a late charge on the overdue amount equal to one and one-half percent (1.5%) per
month or the maximum amount permitted by law, whichever is less. In addition,
the Company shall pay Sunstone's reasonable attorney's fees and court costs if
any amounts due Sunstone are collected by or through an attorney. The parties
hereby agree that such late charge represents a fair and reasonable computation
of the costs incurred by reason of the Company's late payment. Acceptance of
such late charge shall in no event constitute a waiver by Sunstone of the
Company's default or prevent Sunstone from exercising any other rights and
remedies available to it.
3.04 ALLOCATION OF RISK. The Company acknowledges that the fees charged by
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Sunstone under this Agreement reflect the allocation of risk between the
parties, including the exclusion of remedies and limitations on liability in
Article VIII. Modifying the allocation of risk from what is stated herein would
affect the fees that Sunstone charges. Accordingly, in consideration of those
fees, the Company agrees to the stated allocation of risk.
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ARTICLE IV
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PROCESSING AND PROCEDURES
4.01 ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
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A. Sunstone agrees to accept purchase orders and redemption requests
with respect to the Shares of each Fund via postal mail, telephone or personal
delivery on each Fund Business Day in accordance with such Fund's Prospectus;
provided, however, that Sunstone shall only accept purchase orders from states
in which the Shares are qualified for sale, as indicated from time to time by
the Company. Sunstone shall, as of the time at which the net asset value of each
Fund is computed on each Fund Business Day, issue to and redeem from the
accounts specified in a purchase order or redemption request in proper form and
accepted by the Fund the appropriate number of full and fractional Shares based
on the net asset value per Share of the respective Fund specified in an advice
received on such Fund Business Day from or on behalf of the Fund. Sunstone shall
not be responsible for the payment of any original issue or other taxes required
to be paid by the Funds in connection with the issuance of any Shares in
accordance with this Agreement. Sunstone 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 Sunstone shall be entitled to rely upon such
written notification. Payment for such Shares shall be in the form of a check,
wire transfer, Automated Clearing House transfer or such other methods to which
the parties shall mutually agree.
B. Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, Sunstone 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.
C. Except as otherwise provided in this paragraph, Sunstone will
transfer or redeem Shares upon presentation to Sunstone of instructions endorsed
for exchange, transfer or redemption, accompanied by such documents as Sunstone
deems necessary to evidence the authority of the person making such transfer or
redemption. Sunstone reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the endorsement or instructions are valid and
genuine. For that purpose, it will require, unless otherwise instructed by an
Authorized Person or except as otherwise provided in this paragraph, a guarantee
of signature by an "Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. Sunstone also reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which Sunstone, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no reasonable
basis to any claims adverse to such transfer or redemption. Sunstone 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 Company 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
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Agreement to the contrary, Sunstone shall be fully protected by the Company in
not requiring any instruments, documents, assurances, endorsements or
guarantees, including, without limitation, any signature guarantees, in
connection with a redemption, exchange or transfer of Shares whenever Sunstone
reasonably believes that requiring the same would be inconsistent with the
transfer and redemption procedures described in the Prospectus.
D. Notwithstanding any provision contained in this Agreement to the
contrary, Sunstone shall not be required or expected to require, as a condition
to any transfer or redemption of any Shares pursuant to a computer tape or
electronic data transmission, any documents to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
E. In connection with each purchase and each redemption of Shares,
Sunstone 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 Funds or available to investors.
F. Sunstone and the Company shall establish procedures for effecting
purchase, redemption or transfer transactions accepted from investors by
telephone or other methods consistent with the terms of the Prospectus. Sunstone
may establish such additional procedures, rules and regulations governing the
purchase, redemption or transfer of Shares, as it may deem advisable and
consistent with the Prospectus and industry practice. Sunstone shall not be
liable, and shall be held harmless by the Company, for its actions or omissions
which are consistent with the foregoing procedures.
G. The Company agrees to provide Sunstone with prior notice of any
increase or decrease in the total number of Shares authorized to be issued, or
the issuance of any additional Shares of a Fund pursuant to stock dividends,
stock splits, recapitalizations, capital adjustments or similar transactions,
and to deliver to Sunstone such documents, certificates, reports and legal
opinions as Sunstone may reasonably request.
4.02 DIVIDENDS AND DISTRIBUTIONS.
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A. The Company shall give or cause to be given to Sunstone a copy of a
resolution of each Fund's Board of Directors, that either:
(i) sets forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof, the
record date as of which Shareholders entitled to payment or accrual, as the case
may be, shall be determined, the amount per Share of such
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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
Sunstone on such payment date, or
(ii) authorizes the declaration of dividends and distributions on
a daily or other periodic basis and further authorizes Sunstone to rely on a
certificate of an Authorized Person setting forth the information described in
subsection (i) of this paragraph.
B. In connection with a reinvestment of a dividend or distribution of
Shares of a Fund, Sunstone shall as of each Fund Business Day, as specified in a
certificate or resolution described in paragraph A, issue Shares of the Fund
based on the net asset value per Share of such Fund specified in an advice
received from or on behalf of the Fund on such Fund Business Day.
C. Upon the mail date specified in such certificate or resolution, as
the case may be, the Company shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name of
Sunstone on behalf of a Fund, an amount of cash sufficient for Sunstone 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.
Sunstone will, upon receipt of any such cash, make payment of such cash
dividends or distributions to the Shareholders as of the record date. Sunstone
shall not be liable for any improper payments made in accordance with a
certificate or resolution described in the preceding paragraph. If Sunstone
shall not receive from the Custodian sufficient cash to make payments of any
cash dividend or distribution to all Shareholders of a Fund as of the record
date, Sunstone shall, upon notifying the Company, withhold payment to such
Shareholders until sufficient cash is provided to Sunstone.
D. It is understood that Sunstone 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 Sunstone shall file with the Internal Revenue Service and
Shareholders such appropriate federal tax forms concerning the payment of
dividend and capital gain distributions but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable
federal law.
4.03 RECORDS.
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A. Sunstone 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. Sunstone
may deliver to the Company from time to time at Sunstone's discretion, for
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safekeeping or disposition by the Company in accordance with law, such records,
papers and documents accumulated in the execution of its duties as transfer
agent, as Sunstone may deem expedient, other than those which Sunstone is itself
required to maintain pursuant to applicable laws and regulations. The Company
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 Sunstone,
which have not been previously delivered to the Company pursuant to the
foregoing provisions of this paragraph, shall be considered to be the property
of the Funds, shall be made available upon request for inspection by the
officers, employees, and auditors of the Company and the Funds, and shall be
delivered to the Company promptly upon request and in any event upon the date of
termination of this Agreement, in the form and manner kept by Sunstone on such
date of termination or such earlier date as may be requested by the Company.
Notwithstanding anything contained herein to the contrary, Sunstone shall be
permitted to maintain copies of any such records, papers and documents to the
extent necessary to comply with the recordkeeping requirements of federal and
state securities laws, tax laws and other applicable laws.
B. Sunstone agrees to keep all records and other information relative
to the Funds' Shareholders confidential, except when requested to divulge such
information by duly-constituted authorities or court process, or when requested
by a Shareholder or Shareholder's agent with respect to information concerning
an account as to which such Shareholder has either a legal or beneficial
interest, or when requested by the Company, a Fund, the Shareholder, the
Shareholder's agent or the dealer of record with respect to such account. In
case of any requests or demands for the inspection of the Shareholder records of
the Funds, Sunstone will endeavor to notify the Company promptly and to secure
instructions from an Authorized Person as to such inspection. Sunstone reserves
the right, however, to exhibit the Shareholder records to any person whenever it
believes there is a reasonable likelihood that Sunstone will be held liable for
the failure to exhibit the Shareholder records to such person; provided,
however, that in connection with any such disclosure Sunstone shall promptly
notify the Company that such disclosure has been made or is to be made. Records
and information which have become known to the public through no wrongful act of
Sunstone or any of its employees, agents or representatives, and information
which was already in the possession of Sunstone prior to receipt thereof, shall
not be subject to this paragraph.
ARTICLE V
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REPRESENTATION AND WARRANTIES
5.01 Representations of Company. The Company represents and warrants to
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Sunstone that:
A. It is a corporation duly organized and existing under the laws of
the State of Maryland; it is empowered under applicable laws and by its Articles
of Incorporation 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.
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B. Any officer of the Company has the authority to appoint additional
Authorized Persons, to limit or revoke the authority of any previously
designated Authorized Person, and to certify to Sunstone the names of such
Authorized Persons.
C. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities laws
filings have been made and will continue to be made, with respect to Shares of
the Funds being offered for sale.
D. All outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the terms
of each Fund's Articles of Incorporation and Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
5.02 REPRESENTATIONS OF SUNSTONE. Sunstone represents and warrants to the
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Company that:
A. It is a corporation duly organized and existing under the laws of
the State of Wisconsin; it is empowered under applicable law and by its Articles
of Incorporation and By-laws to enter into and perform this Agreement; and all
requisite proceedings have been taken to authorize it to enter into and perform
this Agreement.
B. It is duly registered as a transfer agent under Section 17A of the
1934 Act to the extent required.
C. It has received a copy of each Fund's Prospectus which describes
how sales and redemptions of Shares shall be made.
ARTICLE VI
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ADDITIONAL COVENANTS AND AGREEMENTS
6.01 INFORMATION UPDATES. During the term of this Agreement the Company
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shall have the ongoing obligation to provide Sunstone with the following
documents as soon as they become effective: (i) certified copies of all
amendments to the Funds' Articles of Incorporation and By-laws made after the
date of this Agreement; and (ii) a copy of each Fund's currently effective
Prospectus. For purposes of this Agreement, Sunstone 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 Sunstone.
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6.02 SHARE QUALIFICATION. The Company agrees to take or cause to be taken
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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
Company 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 Company will give prompt notice thereof to Sunstone.
6.03 COMPLIANCE WITH LAWS. The Company will comply with all applicable
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requirements of the Securities Act, the Exchange Act, the 1940 Act, blue sky
laws, and any other applicable laws, rules and regulations.
6.04 ADDITIONAL DUTIES. The Company agrees that it shall advise Sunstone at
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least 30 days prior to effecting any change in the Prospectus which would
increase or alter the duties and obligations of Sunstone hereunder, and shall
proceed with such change only if it shall have received the written consent of
Sunstone thereto.
6.05 TRANSFER AGENT SYSTEM. Sunstone shall retain all right, title and
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interest in and any and all computer programs, screen formats, report formats,
procedures, data bases, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters, concepts,
expertise, trade secrets, trademarks and other related legal rights provided,
developed or utilized by Sunstone in connection with the Services provided by
Sunstone to the Company and the Funds hereunder.
ARTICLE VII
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COMPANY INSTRUCTIONS
7.01 AUTHORIZED PERSONS. Upon the execution of this Agreement, the Company
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shall provide Sunstone with a certificate containing the names of the initial
Authorized Persons in a form acceptable to Sunstone. Any officer of the Company
has the authority to appoint additional Authorized Persons, to limit or revoke
the authority of any previously designated Authorized Person, and to certify to
Sunstone the names of the Authorized Persons from time to time. The Company
shall provide Sunstone with an updated certificate evidencing the appointment,
removal or change of authority of any Authorized Person, it being understood
Sunstone 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 Company.
7.02 ACCEPTANCE OF INSTRUCTIONS. Sunstone, its officers, agents or
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employees shall accept Instructions given to them by any person representing or
acting on behalf of the Company only if such representative is an Authorized
Person. The Company agrees that when oral Instructions are given, it shall, upon
the request of Sunstone, confirm such Instructions in writing.
7.03 REQUEST FOR INSTRUCTIONS. At any time, Sunstone may request
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Instructions from the Company with respect to any matter arising in connection
with this Agreement. If such
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Instructions are not received within a reasonable time, then Sunstone may seek
advice from legal counsel for the Company, or its own legal counsel at the
expense of the Company, 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.
7.04 RELIANCE ON INSTRUCTIONS. Sunstone shall not be liable for acting upon
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any written Instructions reasonably believed by it to be genuine and to have
been signed or made by an Authorized Person or oral Instructions which the
individual receiving the instructions on behalf of Sunstone reasonably believes
to have been given by an Authorized Person.
ARTICLE VIII
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LIMITATION OF LIABILITY; INDEMNIFICATION
8.01 LIMITATION OF LIABILITY. Notwithstanding anything contained in this
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Agreement to the contrary, Sunstone shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company or the Funds
in connection with the matters to which this Agreement relates, except for a
loss resulting from Sunstone's willful misfeasance, bad faith or gross
negligence in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Furthermore, Sunstone shall not
be liable for any action taken or omitted to be taken in accordance with
instructions received by it from an officer or representative of the Company.
8.02 INDEMNIFICATION. The Company agrees to indemnify and hold harmless
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Sunstone, its employees, agents, officers, directors and nominees from and
against any and all claims, demands, actions and suits, and from and against any
and all judgments, liabilities, losses, damages, costs, charges, counsel fees
and other expenses of every nature and character which may be asserted against
Sunstone or for which Sunstone may be held liable (a "Claim") arising out of or
in any way relating to any of the following:
(a) any action of Sunstone required to be taken, or omitted to be
taken, pursuant to the Agreement, unless a Claim resulted from Sunstone's
willful misfeasance, bad faith, negligence in the performance of its duties or
from reckless disregard by it of its obligations and duties hereunder;
(b) Sunstone's reliance on, or use of information, data, records and
documents received by Sunstone from the Company, or any third party acting on
behalf of the Company, in the performance of Sunstone's duties and obligations
hereunder;
(c) the reliance on, or the implementation of, any Instructions or any
other requests of the Company on behalf of the applicable Fund;
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(d) Sunstone's acting upon telephone or electronic instructions
relating to the purchase, exchange or redemption of Shares received by Sunstone
in accordance with procedures established by Sunstone and the Company;
(e) any action taken or omission of any prior service provider;
(f) the offer or sale of Shares in violation of any requirement under
the securities laws or regulations of any state that such Shares be qualified
for sale in such state or in violation of any stop order or determination or
ruling by any state with respect to the offer or sale of such Shares in such
state; or
(g) the Company's refusal or failure to comply with the terms of the
Agreement, or any Claim that arises out of the Company's negligence or
misconduct or breach of any representation or warranty of the Company made
herein.
8.03 INDEMNIFICATION PROCEDURES. Sunstone will notify the Company promptly
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after identifying any situation which it believes presents or appears likely to
present a Claim for which the Company may be required to indemnify or hold
Sunstone harmless hereunder. In such event, the Company shall have the option to
defend Sunstone against any Claim, and, in the event that the Company so elects,
such defense shall be conducted by counsel chosen by the Company and approved by
Sunstone in its reasonable discretion. Sunstone shall not confess any Claim or
make any compromise in any case in which the Company will be asked to provide
indemnification, except with the Company's prior written consent. The
obligations of the parties under the Sections 8.02 and 8.03 shall survive the
termination of this Agreement.
8.04 FORCE MAJEURE. Sunstone assumes no responsibility hereunder, and shall
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not be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its reasonable control. Sunstone will,
however, take all reasonable steps to minimize service interruptions for any
period that such interruption continues beyond Sunstone's control.
8.05 CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
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Sunstone, its affiliates or any of its or their officers, directors, agents or
employees 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.
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8.06 ADDITIONAL LIMITATIONS AND EXCLUSIONS. Notwithstanding any other
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provision of this Agreement, Sunstone shall have no duty or obligation under
this Agreement to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the sufficiency
of the amount to be received therefor, or the authority of a Fund or the
Company, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares or of a purchase or
redemption of any Shares, the propriety of the amount to be paid therefor, or
the authority of a Fund or the Company, as the case may be, to request such
transfer or redemption;
(c) The legality of the declaration of any dividend by a Fund, or the
legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
ARTICLE IX
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TERM AND TERMINATION
9.01 TERM. This Agreement shall remain in full force and effect until
----
_________, 200__ (the "Initial Term") and thereafter shall automatically extend
for additional, successive twelve (12) month terms unless earlier terminated as
provided below.
9.02 TERMINATION. Either party may terminate this Agreement at any time
------------
after the Initial Term by giving the other party a written notice specifying the
date of such termination (the "Termination Date"), which shall be not less than
sixty (60) days after the date notice is deemed given in accordance with Section
10.01. In the event such notice is given by the Company, it shall be accompanied
by a copy of a resolution of the Board of Directors of the Company, 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 Sunstone, the Company shall on or before the Termination
Date, deliver to Sunstone a copy of a resolution of its Board of Directors
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent or transfer agents. In the absence of such designation by the
Company, the Company shall be deemed to be its own transfer agent as of the
Termination Date and Sunstone shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses
incurred by Sunstone, but unpaid by the Company upon such termination, shall be
immediately due and payable upon and notwithstanding such termination.
14
9.03 EFFECT OF TERMINATION. Upon the termination of the Agreement as
-----------------------
provided herein, Sunstone, upon the written request of the Company, shall
deliver the records of the Company to the Company or its successor transfer
agent in the form maintained by Sunstone (to the extent permitted by applicable
license agreements) at the expense of the Company. The Company shall be
responsible to Sunstone for all costs and expenses associated with the
preparation and delivery of such media, including, but not limited to: (a)
out-of-pocket expenses; (b) any custom programming requested by Company in
connection with the preparation of such media and agreed upon by Sunstone; (c)
transportation of forms and other materials used in connection with the
processing of Company transactions by Sunstone; and (d) transportation of
records and files in the possession of Sunstone. In addition, Sunstone shall be
entitled to such compensation as the parties may mutually agree for any services
other than the preparation and delivery of such media requested by the Company
and agreed to by Sunstone in connection with the termination of this Agreement
or the liquidation or merger of the Company. Sunstone shall not reduce the level
of service provided to the Company prior to termination following notice of
termination by the Company.
ARTICLE X
---------
MISCELLANEOUS
10.01 NOTICES. Any notice required or permitted to be given by either party
-------
to the other under this Agreement shall be in writing and shall be deemed to
have been given when sent by either an overnight delivery service or by
registered or certified mail, postage prepaid, return receipt requested, to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:
If to Sunstone: Sunstone Financial Group, Inc.
-------------- 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
If to the Company: Scout Investment Advisers, Inc.
----------------- 0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: _________________
10.02 AMENDMENTS/ASSIGNMENTS.
----------------------
A. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement.
B. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This Agreement
shall not be assignable by
15
either party without the written consent of the other party, except that
Sunstone may assign this Agreement to an affiliate with advance written notice
to the Company.
10.03 GOVERNING LAW. This Agreement shall be governed by and construed in
-------------
accordance with the internal laws of the State of Wisconsin, without regard to
its conflict of law provisions.
10.04 SEVERABILITY. If any part, term or provision of this Agreement is
-------------
determined by the courts or any regulatory authority having jurisdiction over
the issue to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
10.05 COUNTERPARTS. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
10.06 NON-EXCLUSIVITY; OTHER AGREEMENTS. The services of Sunstone hereunder
---------------------------------
are not deemed exclusive and Sunstone shall be free to render similar and other
services to others. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not affect any
rights or obligations of any other party hereunder.
10.07 CAPTIONS. The captions in the Agreement are included for convenience
--------
of reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
SUNSTONE FINANCIAL GROUP, INC. SCOUT INVESTMENT ADVISERS, INC.
By: ______________________________ By: _______________________________
(Signature) (Signature)
______________________________ _______________________________
(Name) (Name)
______________________________ _______________________________
(Title) (Title)
______________________________ _______________________________
(Date Signed) (Date Signed)
16
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE FINANCIAL GROUP, INC.
FUNDS
UMB Scout Stock Fund
UMB Scout Stock Select Fund
UMB Scout Equity Index Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund
UMB Scout Technology Fund
UMB Scout Balanced Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund
UMB Scout Money Market Fund
Federal Portfolio
Prime Portfolio
UMB Scout Tax-Free Money Market Fund
UMB Scout Energy Fund
UMB Scout Small Cap Fund
17
SCHEDULE B
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE FINANCIAL GROUP, INC.
SERVICE SCHEDULE
SERVICES
o Set up and maintain shareholder accounts and records, including IRAs and
other retirement accounts
o Store account documents electronically
o Receive and respond to investor account inquiries by telephone, mail, or
e-mail, if desired
o Process purchase and redemption orders, transfers, and exchanges, including
automatic purchases and redemptions
o Process dividend payments by check, wire or ACH, or reinvest dividends
o Issue daily transaction confirmations and monthly or quarterly statements
o Mail prospectus, annual and semiannual 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
o Provide standards to structure forms and applications for efficient
processing
18
OPTIONAL SERVICES
The Funds may contract with Sunstone to provide one or more of the following
optional services. Additional fees apply.
o Personal follow-up calls to prospects who return incomplete applications
o Comprehensive clerical confirmation statements for maintenance transactions
o 0.XXX(R) SERVICES, Sunstone's array of Internet services, including Adviser
Services, RIA/Broker Services, Shareholder Services, NAV Services and email
services.
o 4.PROMPT(R) SERVICES, Sunstone's telephone and voice response unit
delivering several tiers of optional services.
o Average cost calculations and cost basis statements
o Shareholder "welcome" packages with initial confirmation
o Access to Sunstone's Tax and Retirement Group to answer questions and
coordinate retirement plan options
o Follow up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder letters
o Money market funds for short-term investment or exchanges
o Dedicated service representatives
o Weekend shareholder services
o Customized reorder form tracking
o Give dealers access through NSCC's Fund/SERV and Networking
o Customized forms and applications
19
SCHEDULE C
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE FINANCIAL GROUP, INC.
FEE SCHEDULE
TO BE COMPLETED BASED ON SERVICES SELECTED
20
SCHEDULE D
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE FINANCIAL GROUP, INC.
RECORDS MAINTAINED BY SUNSTONE
Account applications
Canceled certificates plus stock powers and supporting documents
Checks including check registers, reconciliation records, any adjustment records
and tax withholding documentation
Indemnity bonds for replacement of lost or missing stock certificates and checks
Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Funds
21
