TRANSFER AGENCY AGREEMENT
Exhibit (k)(2)
This transfer agency agreement (this “Agreement”), effective as of June 24, 2024 (the “Effective Date”), is made by Privacore PCAAM Alternative Income Fund (the “Fund”), and UMB Fund Services, Inc. (“Transfer Agent” and, together with the Fund, the “Parties”).
WHEREAS, the Fund is a closed-end fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and authorized to issue shares of beneficial interest (or class thereof) (“Shares”).
WHEREAS, the Parties desire to enter into an agreement pursuant to which Transfer Agent shall provide the transfer agency and dividend disbursement services described on Schedule A (“Services”) to the Fund.
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, 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.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.
“Authorized Person” shall mean any individual who is authorized to provide Transfer Agent with Instructions on behalf of the Fund, whose name shall be certified to Transfer Agent pursuant to this Agreement. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund 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.
“Board” shall mean the Board of Trustees of the Fund.
“Business Day” shall mean each day on which the New York Stock Exchange, Inc. is open for trading.
“By-Laws” shall mean the Fund’s by-laws, including any amendments made thereto.
“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 Fund (or its successor).
“Declaration of Trust” shall mean the Declaration of Trust or other similar operational document of the Fund.
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“Investment Adviser” shall mean the investment adviser or investment advisers to the Fund 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.
“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 Fund with respect to which the Fund has indicated a Registration Statement has become effective under the 1933 Act and the 1940 Act, as applicable.
“Registration Statement” shall mean any registration statement on Form N-2 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.
“Shareholder” shall mean a record owner of Shares.
2. | Appointment and Services |
(a) The Fund hereby (1) appoints Transfer Agent as transfer agent and dividend disbursing agent of all Shares and (2) authorizes Transfer Agent to provide Services during the term hereof and on the terms set forth herein. Subject to the oversight of the Board and utilizing information provided by the Fund 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.
(b) In connection with providing the Services for the Fund, the Fund hereby authorizes Transfer Agent, acting as agent for the Fund to: (1) establish in the name of (and to maintain on behalf of) the Fund, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (a “Bank”) into which Transfer Agent shall deposit the Fund’s funds that Transfer Agent receives for payment of dividends, distributions, purchases of Fund interests, redemptions of Fund interests, commissions, corporate re-organizations (including recapitalizations or liquidations), or any other disbursements made by Transfer Agent on behalf of the Fund; (2) move money to either the Fund or Custodian cash positions per securityholder instructions; (3) draw checks upon such accounts; (4) issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services; and (5) any other banking relationships, arrangements, and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may (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 Fund 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.
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(d) 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 Fund or by any other current or prior agent or service provider. To the extent Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services.
(e) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Shares in accordance with this Agreement.
(f) Processing and Procedures
(i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares via postal mail, telephone, electronic delivery, or personal delivery on each Business Day in accordance with the 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 by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share specified in a communication received on such Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. 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, or such other methods to which the Parties agree.
(ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall (A) cancel the repurchased Shares and (B) after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus.
(iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer, or repurchase Shares upon presentation to Transfer Agent of properly endorsed instructions and such documents as Transfer Agent deems necessary to evidence the authority of the person requesting such exchange, transfer, or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer, or repurchase Shares until it is satisfied that (1) 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) and (2) the requested exchange, transfer, or repurchase is legally authorized, and it shall incur no liability for a good faith refusal to make exchanges, transfers, or repurchases which it (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 repurchase.
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(iv) Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall (1) not be required or expected to require, as a condition to any exchange, transfer, or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer, or repurchase (and/or the payment of any stock transfer taxes) and (2) be fully protected in acting in accordance with the applicable provisions of this Section 3(f).
(v) In connection with each purchase and each repurchase 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 Fund or made available to Shareholders.
(vi) The Parties shall establish procedures for effecting purchase, repurchase, 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, repurchase, 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 Fund) for its actions or omissions which are consistent with the forgoing procedures.
(g) Dividends and Distributions
(i) When a dividend or distribution has been declared, the Fund shall give or cause to be given to Transfer Agent a copy of a resolution of the Board (a “Resolution”) 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 (a “Certificate”) setting forth the information described in subparagraph (A) above.
(ii) In connection with a reinvestment of a dividend or distribution of Shares, Transfer Agent shall (as of each Business Day as specified in a Certificate or Resolution), issue Shares based on the NAV per Share specified in a communication received from or on behalf of the Fund on such Business Day.
(iii) In the case of a cash dividend or distribution, the Fund shall cause the Custodian to deposit an amount of cash (sufficient for Transfer Agent to make the payment to the Shareholders who were of record on the record date) in an account in the name of Transfer Agent on behalf of a Fund, as of the mail date specified in such Certificate or Resolution. Upon receipt of any such cash, Transfer Agent will 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. 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 notify the Fund and withhold payment to such Shareholders until sufficient cash is provided to Transfer Agent.
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(iv) Transfer Agent (in its capacity as transfer agent and dividend disbursing agent) shall not 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. 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 not 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).
(h) Records
(i) Transfer Agent shall keep those records specified in Schedule C 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 Fund, and any such destruction shall comply with the provisions of Section 248.30(b) of Regulation S-P (17 CFR 248.1-248.30). At Transfer Agent’s discretion, it may deliver to the Fund (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, other than those which Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund 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 C maintained by Transfer Agent (which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph) shall be considered to be the property of the Fund and made available upon request for inspection by the trustees, officers, employees, and auditors of the Fund. 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 any applicable laws.
(i) 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 Fund 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 (“FinCEN”), as required by 31 CFR 103.15(a)(2) (“Suspicious Activity”). The Fund 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. Subject to the terms of the AML Laws, the Fund delegates the day-to-day operation of the AML Procedures to Transfer Agent.
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(ii) Delegation. The Fund acknowledges that it has had an opportunity to review, consider, and select the AML Procedures, and the Fund has determined that the AML Procedures (as part of the Fund’s overall AML program) are reasonably designed to prevent the Fund 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 Fund hereby instructs and directs Transfer Agent to implement the AML Procedures (as such may be amended or revised) on its behalf. The customer identification verification component of the AML Procedures applies only to Shareholders who are residents of the United States. The Fund hereby also delegates to Transfer Agent the authority to report Suspicious Activity to FinCEN.
(iii) SAR Filing Procedures
(A) If Transfer Agent observes any Suspicious Activity, it shall prepare and send a draft SAR to the Fund’s AML officer for review. Transfer Agent shall complete each SAR in accordance with the procedures set forth in 31 CFR §103.15(a)(3), with the intent to satisfy the reporting obligation of both Parties. Accordingly, the SAR shall include the name of both Parties and the words “joint filing” in the narrative section.
(B) The Fund’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 §103.15(b)(3). Upon receipt of final approval from the Fund’s AML officer, Transfer Agent (or its affiliate) shall file the SAR in accordance with the procedures set forth in 31 CFR §103.15(b).
(C) Transfer Agent shall provide a copy of each SAR filed (with supporting documentation) to the Fund. In addition, Transfer Agent shall maintain a copy of the same for a period of at least 5 years from the date of the SAR filing.
(D) Nothing in this Agreement shall prevent either Party from making a determination that it 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.
(iv) Amendment to Procedures. It is contemplated that the Parties will amend the AML Procedures as additional regulations are adopted and/or regulatory guidance is provided relating to the Fund’s AML responsibilities.
(v) Reporting. Transfer Agent shall provide to the Fund: (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 Fund or any Shareholder; (ii) prompt notification of any true and complete match of a Shareholder to the names included on the Office of Foreign Asset Controls 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 the 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 Fund. Transfer Agent shall provide such other reports on the verification activities conducted at the direction of the Fund as may be agreed to by Transfer Agent and the Fund’s AML officer.
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(vi) Inspection. Transfer Agent shall: (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 Fund as they may request; and, (2) permit such federal regulators to inspect Transfer Agent’s implementation of the AML Procedures on behalf of the Fund.
(vii) Disclosure Obligations Regarding SARs. Neither Party shall disclose any SAR filed or the information included in a SAR to any third party other than its affiliates 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 Fund 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 an Authorized Person;
(2) copies of the Fund’s Registration Statement, as of the Effective Date, together with any applications filed in connection therewith;
(3) a certificate signed by the President and Secretary of the Fund specifying (A) the number of authorized Shares and the number of such authorized Shares issued and currently outstanding (if any); (B) the validity of the authorized and outstanding Shares and whether such Shares are fully paid and non-assessable; and (C) the status of the Shares under the 1940 Act and any other applicable federal law or regulation;
(4) a certified copy of the Resolutions appointing Transfer Agent and authorizing the execution of this Agreement;
(5) a certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund 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. The certificate required by this paragraph shall be signed by an officer of the Fund and designate the names of the Fund’s initial Authorized Persons;
(6) 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 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; and
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(7) all other documents, records, and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services.
(b) The Fund 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 Fund 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 a closed-end investment company under the 1940 Act;
(4) a Registration Statement under the 1940 Act and/or 1933 Act, as required, will be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and 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 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 the Fund’s Prospectus, such Shares shall be validly issued, fully paid, and non-assessable); and
(6) it is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and 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 Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Prospectus as soon as it becomes 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.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002, and the policies and limitations of the Fund as set forth in the Prospectus). The Services do not relieve the Board or the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Transfer Agent will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services; (2) promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
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(e) The Fund shall take (or cause to be taken) all requisite steps to qualify the Shares for sale in all states in which the Shares shall be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state (or under the federal securities laws) affecting such qualification or the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund shall (1) advise Transfer Agent in writing at least 30 days prior to affecting any change in the Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder and (2) proceed with such change only if it has received the written consent of Transfer Agent thereto (which consent shall not be unreasonably withheld).
(g) Fund Instructions
(1) The Fund shall cause its 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 to (and is hereby instructed to) rely upon any and all Instructions, communications, information, or documents provided to Transfer Agent by an Authorized Person 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 Fund. Transfer Agent shall not be held to have notice of any change of authority of any trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, Authorized Person, or service provider until receipt of written notice thereof from the Fund.
(2) The Fund shall provide Transfer Agent with an updated certificate evidencing the appointment, removal, or change of authority of any Authorized Person.
(3) Transfer Agent, its officers, agents, or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. Upon the request of Transfer Agent, the Fund shall confirm oral Instructions in writing.
(4) At any time, Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Transfer Agent may seek advice from legal counsel for the Fund (at the expense of the Fund) 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 Fund that it:
(i) 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);
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(ii) is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and 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) shall (A) 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 and (B) provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services upon the Fund’s reasonable request; and
(iv) 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 Fund shall pay Transfer Agent the fees set forth on Schedule B. Fees shall be adjusted in accordance with Schedule B. Fees shall be earned and paid monthly in an amount equal to at least 1/12th of the applicable annual fee. Basis point fees and minimum annual fees apply separately to the Fund, and average net assets are not aggregated in calculating the applicable basis point fee per Fund or the applicable minimum. The Fund shall pay Transfer Agent’s then-current rate for Services added to (or for any enhancements to) existing Services after the Effective Date. In addition, to the extent that Transfer Agent corrects, verifies, or addresses any prior actions or inactions by the Fund or by any prior service provider, the Fund shall pay Transfer Agent additional fees as provided in Schedule B. In the event of any disagreement between this Agreement and Schedule B, the terms of Schedule B shall control.
(b) For the purpose of determining fees payable to Transfer Agent, NAV shall be computed in accordance with the Prospectus and Resolutions. The fee for the period from the Effective Date 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 Termination Date (as defined in Section 8(b)). Should this Agreement be terminated or the Fund 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 or expenses incurred in the operation of the Fund, 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, applications, and proxy materials for regulatory purposes and for distribution to current Shareholders; preparation, typesetting, printing, proofing, 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 Fund, except for such expenses permitted to be paid under a distribution plan adopted in accordance with applicable laws.
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(d) The Fund shall promptly reimburse Transfer Agent for all out-of-pocket expenses or disbursements incurred by Transfer Agent in connection with the performance of Services. Out-of-pocket expenses shall include, but not be limited to, those items specified on Schedule B. If requested by Transfer Agent, out-of-pocket expenses are payable in advance. If prepayment is requested, payment of postage expenses is due at least 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 until payment is received.
(e) The Fund shall pay all amounts due hereunder within 30 days of receipt of each invoice (the “Due Date”). Except as provided in Schedule B, Transfer Agent shall bill Service fees monthly and out-of-pocket expenses as incurred (unless prepayment is requested). At its option, Transfer Agent may arrange to have various service providers submit invoices directly to the Fund for payment of reimbursable out-of-pocket expenses.
(f) The Fund 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 Fund shall pay a late charge on the overdue amount equal to 1.5% per month or the maximum amount permitted by law (whichever is less). In addition, the Fund shall pay Transfer Agent’s reasonable attorneys’ fees and court costs in the event that an attorney is engaged to assist in the collection of amounts due. The Parties agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of the Fund’s late payment. Acceptance of such late charge shall in no event constitute a waiver by Transfer Agent of the Fund’s default or prevent Transfer Agent from exercising any other available rights and remedies.
(g) In the event that any charges are disputed, the Fund shall pay all undisputed amounts due hereunder on or before the Due Date 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 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 Fund 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 Fund agrees to the stated allocation of risk.
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5. | Confidential Information |
(a) Transfer Agent shall:
(1) treat confidentially and as proprietary information of the Fund all records relative to the Fund’s Investors;
(2) not use such records and information for any purpose other than performance of the Services; and
(3) not disclose such information,
except when: (i) Transfer Agent may be exposed to civil or criminal proceedings for failure to comply; (ii) requested to divulge such information by duly constituted authorities or court process; (iii) subject to governmental or regulatory audit or investigation; or (iv) so requested by the Fund. In case of any requests or demands for inspection of the records of the Fund, Transfer Agent will endeavor to promptly notify the Fund and to secure instructions from a representative of the Fund as to such inspection (unless prohibited by law from making such notification). 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 the Effective Date shall not be subject to this Section.
(b) In connection with Transfer Agent’s provision of the Services, the Fund may have access to and become acquainted with confidential and/or proprietary information of Transfer Agent, including, but not limited to: (1) client identities and relationships, compilations of information, records, and specifications; (2) data or information that is competitively sensitive material and not generally known by the public; (3) concepts, documentation, reports, or data; (4) information regarding Transfer Agent’s information security program; and (5) anything designated as confidential (collectively, “Transfer Agent Confidential Information”).
(c) Neither the Fund, the Investment Adviser, nor any of their officers, employees, or agents (collectively, “Fund Recipients”) shall disclose any Transfer Agent Confidential Information (directly or indirectly) or use Transfer Agent Confidential Information in any way (for the benefit of itself or others), either during the term of this Agreement or at any time thereafter, except as required in the course of performing its duties under this Agreement. The term “Transfer Agent Confidential Information” does not include information that: (1) becomes or has been generally available to the public other than as a result of disclosure by a Fund Recipient; (2) was available to the Fund Recipients on a non-confidential basis prior to its disclosure by Transfer Agent; or (3) was independently developed or becomes available to the Fund Recipients on a non-confidential basis from a source other than Transfer Agent. The Fund represents and warrants that it shall take and maintain adequate physical, electronic, and procedural safeguards in connection with any use, storage, transmission, duplication, or other process involving or derived from Transfer Agent Confidential Information (whether such storage, transmission, duplication, or other process is by physical or electronic medium, including use of the Internet).
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(d) The provisions of this Section 5 will survive termination of this Agreement and will inure to the benefit of the Parties and their successors and assigns.
6. Limitation of Liability. In addition to the limitations of liability contained in Sections 2 and 3:
(a) Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from the bad faith, gross negligence, fraud, reckless disregard in the performance of its duties and obligations hereunder, uncured material breach hereof, or willful misconduct of Transfer Agent (the “Standard of Care”). Furthermore, Transfer Agent shall not be liable for any action taken (or omitted to be taken): (1) in accordance with or in reliance upon Instructions, communications, data, documents, or information (without investigation or verification) received by Transfer Agent from any Authorized Person; or, (2) by the Fund, Investment Adviser, any Authorized Person, or any past or current service provider.
(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. However, Transfer Agent shall 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 Fund to request such sale or issuance;
(ii) the legality of a transfer, exchange, purchase, or repurchase of any Shares, the propriety of the amount to be paid therefor, or the authority of the Fund to request such transfer, exchange, or repurchase;
(iii) the legality of the declaration of any dividend by the Fund 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;
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(v) Transfer Agent’s acting upon telephone or electronic instructions relating to the purchase, transfer, exchange, or repurchase of Shares received by Transfer Agent in accordance with procedures established in writing by the Parties; 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.
(e) In effecting transfers and repurchases of Shares, Transfer Agent may rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Fund 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 the Fund in not requiring any instruments, documents, assurances, endorsements, or guarantees (including, without limitation, any Medallion signature guarantees) in connection with a repurchase, exchange, or transfer of Shares whenever Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer, exchange, and repurchase 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 Fund shall indemnify Transfer Agent and its employees, agents, officers, directors, shareholders, affiliates, and nominees (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, suits, 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 (except, in each case, to the extent a Claim resulted from Transfer Agent’s breach of the Standard of Care):
(i) any action or omission of Transfer Agent;
(ii) Transfer Agent’s reliance on, implementation of, or use of Instructions, communications, data, documents, or information (without investigation or verification) received from an officer or representative of the Fund, any Authorized Person or any past or current service provider (not including Transfer Agent);
(iii) any action taken (or omission by) the Fund, Investment Adviser, any Authorized Person, or any past or current service provider (not including Transfer Agent);
(iv) the Fund’s refusal or failure to comply with the terms of this Agreement, or any Claim that arises out of the Fund’s gross negligence, misconduct, or breach of any representation or warranty of the Fund made herein;
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(v) the legality of the issue or sale of any Shares, the sufficiency of the amount received therefore, or the authority of the Fund to have requested such sale or issuance;
(vi) the legality of either the declaration of any dividend by the Fund or the issue of any Shares in payment of any stock dividend;
(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 repurchase of Shares received by Transfer Agent in accordance with procedures established by the Parties;
(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 gross 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, repurchase, 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 gross 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 or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Shares.
(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 Fund in writing of the commencement thereof (although the failure to do so shall not prevent recovery by Transfer Agent or any Indemnified Party). The Fund shall be entitled to participate at its own expense in the defense (or to assume the defense, if it so elects) of any suit brought to enforce any such Loss.
If the Fund elects to assume the defense: (1) such defense shall be conducted by counsel chosen by the Fund and approved by Transfer Agent (which approval shall not be unreasonably withheld); and (2) 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 Fund’s election.
If: (1) the Fund does not elect to assume the defense of any such suit; (2) Transfer Agent does not approve of counsel chosen by the Fund; or (3) there is a conflict of interest between the Fund and Transfer Agent or any Indemnified Party, the Fund will reimburse the Indemnified Party named as defendant in such suit for the legal fees and expenses.
The Fund’s indemnification agreement contained in this Section 7 and the Fund’s representations and warranties in this Agreement shall (1) 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 (2) survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of Transfer Agent, each Indemnified Party, and their estates and successors. The Fund shall promptly notify Transfer Agent of the commencement of any litigation or proceedings against the Fund or any of its officers or directors in connection with the issue and sale of any Shares.
(c) The obligations of the Parties under this Section 7 shall indefinitely survive the termination of this Agreement.
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8. Term
(a) This Agreement shall continue in effect for a 5-year period beginning on the Effective Date (the “Initial Term”) and automatically renew for successive 2-year periods (each a “Renewal Term”), unless otherwise terminated as provided herein. A “Term” shall mean either the Initial Term or a Renewal Term.
(b) If this Agreement is terminated by the Fund prior to the end of a Term, the Fund shall be obligated to pay Transfer Agent the remaining balance of the fees payable to Transfer Agent hereunder through the end of the applicable Term. Notwithstanding the foregoing, either Party may terminate this Agreement at the end of a Term (the “Termination Date”) by giving the other Party a written notice not less than ninety (90) days’ prior to the end of such Term.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Agreement as provided herein or the liquidation, merger, or acquisition of the Fund, Transfer Agent shall deliver the records of the Fund to the Fund or its successor service provider at the expense of the Fund and in a form that is consistent with Transfer Agent’s applicable license agreements. Thereafter, the Fund or its designee shall be solely responsible for preserving the records for the periods required by all applicable laws, rules, and regulations. The Fund 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). In addition, in the event of termination of this Agreement (or the proposed liquidation, merger, or acquisition of the Fund) 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 agree. Transfer Agent shall not reduce the level of service provided to the Fund prior to termination following notice of termination by the Fund.
(d) In the event notice is given by the Fund pursuant to subparagraph (c), it shall be accompanied by a copy of a Resolution 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 Fund shall deliver to Transfer Agent a copy of a Resolution certified by the Secretary or any Assistant Secretary designating a successor transfer agent or transfer agents on or before the Termination Date. In the absence of such designation by the Fund, the Fund 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.
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9. Miscellaneous
(a) Any notice required or permitted to be given by either Party hereunder shall be in writing and 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 a Party may designate in writing):
If to Transfer Agent: | UMB Fund Services, Inc. 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Legal Department |
|||
If to the Fund: | ________________________ | |||
________________________ | ||||
_______________________ | ||||
Attention: _____________________ |
If notice is sent by electronic delivery or facsimile, it shall be deemed to have been given immediately (contingent upon confirmed receipt by the intended recipient). If notice is sent by first-class mail, it shall be deemed to have been given 5 days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.
(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.
(c) This Agreement shall be governed by Delaware law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Delaware or any of the provisions herein conflict with the applicable provisions of the 1940 Act, the latter shall control. 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 negotiate in good faith to modify such provision in a manner 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 shall together constitute one and the same instrument.
(e) The services of Transfer Agent hereunder are not deemed to be 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 do not define or limit any of the provisions hereof or otherwise affect their construction or effect.
(g) The obligations hereunder are binding only upon the Fund to which such obligations pertain and the assets and property of the Fund (and not binding upon any of the Fund’s trustees, officers, or Shareholders individually). All obligations of the Fund hereunder 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.
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(h) This Agreement and the Schedules incorporated hereto constitute the full and complete understanding and agreement of the Parties 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, and any actions taken or omitted by a Party shall not affect any rights or obligations of the other Party.
(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.
(k) This Agreement shall extend to and shall be binding upon the Parties 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 Fund) assign all its right, title, and interest in this Agreement to an affiliate, parent, 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 Fund.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized officer.
Privacore PCAAM Alternative Income Fund | UMB Fund Services, Inc. | |||
By: | /s/ Xxxxxx Xxxxxx | By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxxx | Name: | Xxxxxxx Xxxxx | |
Title: | Secretary | Title: | Executive Vice President | |
Date: | July 12, 2024 | Date: | July 22, 2024 |
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Schedule A
to the
by and between
Privacore PCAAM Alternative Income 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 Fund, Investment Adviser, and the Fund’s agents, Transfer Agent will provide the following Services:
1. | Process Investor Subscriptions |
a. | Monitor and receive subscription documents from investors. |
b. | Review subscription documents for completeness. |
c. | Obtain investor demographic information. |
d. | Receive subscription money and match to subscription document. |
e. | Maintain, monitor, and reconcile DDA and escrow accounts. |
f. | Obtain appropriate approvals and transfer money to the trading account. |
g. | Provide good-order, pending wire, pending sub-docs reports. |
2. | Process Investor Redemptions |
a. | Monitor and receive redemption request. |
b. | Calculate redemption fee as appropriate. |
c. | Monitor tender cap and apply if applicable. |
d. | Calculate holdback percentage as appropriate. |
e. | Receive money from the trading account. |
f. | Obtain approvals and distribute money as appropriate. |
g. | Retain holdback according to Fund documents and distribute as appropriate. |
h. | Provide redemption and holdback reports. |
3. | Generate investor statements and confirmations. |
4. | Receive and respond to investor inquiries by telephone, mail, or email. |
5. | File IRS Forms 1099, 5498, 1042, 1042-S, and 945 with shareholders and/or the IRS. |
USA PATRIOT Act (AML)
1. | Conduct AML screening for new domestic investors, which shall include initial comparison of investor information against Identity Chek, OFAC and other watch lists; provide Fund with any exceptions. Systematically compare updates against investor name for each update of the OFAC list. |
2. | File Suspicious Activity Reports, if any, with the appropriate reporting authorities. |
3. | Provide AML certification report upon request. |
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Internet Services
1. | Provide and maintain a web portal for the fund sponsor, investors, and financial advisors to access account information. |
2. | Allow investors to sign up for electronic document delivery. |
3. | Send email notifications to investors when statements or regulatory documents are available online. |
4. | Post fund documents on the portal for access by investors. |
5. | Send email notifications to investors when documents have been posted online. |
DTCC AIP
Support Fund data transmission through DTCC AIP.
1. | Obtain the NSCC Participant Number from the DTCC. |
2. | Add client under UMB’s DTCC’s membership. |
3. | Submit Security General Profiles for each fund/class to the DTCC to obtain the NSCC Security Issue Number. |
4. | Submit Security General Profile and Contact files for each fund/class to each broker-dealer/custodian. |
5. | Classify each applicable investor with a custodian. |
6. | As appropriate send data files of the fund to the DTCC. |
FATCA
Onboarding of Foreign Investors
1. | Review account opening documents, including tax certifications Form W-9 and original W-8, for FATCA-specified U.S. indicia. |
2. | Remediate missing or invalid tax certifications. |
3. | Set the current account up to include Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) for FATCA/non-resident alien (“NRA”) withholding as applicable. |
4. | Transmit copy of new account documents for NRA and Foreign entities to the Fund to complete its AML/W-8 comparison. |
Support and Maintenance of Existing Foreign Investor Accounts
1. | Act as Withholding Agent: |
a. | Maintain constructive receipt of the tax certifications original IRS Form W-8 and relevant documentary evidence for audit and compliance reviews. |
b. | Ongoing review of FATCA Global Intermediary Identification Number (GIIN) against list of Foreign Financial Institutions (FFIs) on the IRS web site. |
c. | Complete FATCA/NRA and back up withholding deposits to the IRS by the required due date. |
d. | Complete and file Tax Forms 1042 and 945. |
2. | Monitor and remediate for “Change of Circumstance” and/or expiration of Form W-8 certification: |
a. | Notify and solicit the investor for a new and compliant Form W-8 as required. |
b. | Notify the Fund of change of circumstance to complete its AML comparison review. |
3. | Provide the Fund with reports and other documentation as requested. |
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Schedule B
to the
by and between
Privacore PCAAM Alternative Income Fund
and
UMB Fund Services, Inc.
Schedule C
to the
by and between
Privacore PCAAM Alternative Income Fund
and
UMB Fund Services, Inc.
RECORDS MAINTAINED BY TRANSFER AGENT
§ | Account applications |
§ | Checks including check registers, reconciliation records, any adjustment records and tax withholding documentation |
§ | Indemnity bonds for replacement of lost or missing checks |
§ | Liquidation, repurchase, withdrawal and transfer requests including signature guarantees and any supporting documentation |
§ | Shareholder correspondence |
§ | Shareholder transaction records |
§ | Share transaction history of the Fund |
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