FORM OF RETIREMENT PLAN AGREEMENT
THIS AGREEMENT is made this __ day of ________, 2005, by and between UMB
BANK, N.A., a national banking association, having its principal office and
place of business at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the
"Bank"), UMB FUND SERVICES, INC., a Wisconsin corporation, having its principal
office and place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx,
Xxxxxxxxx 00000 ("UMBFS"), and UMB Scout Funds, having its principal office and
place of business at 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("Fund").
WHEREAS, the Fund offers or intends to offer to its shareholders and
potential shareholders one or more retirement or similar plans described in
Appendix A hereto and as such is the sponsor of custodial accounts ("Accounts")
pursuant to Custodial Agreements (the "Account Agreements");
WHEREAS, the Fund wishes to appoint the Bank as the custodian for the
Accounts, and the Bank is willing to accept appointment as custodian for the
Accounts, on the terms and conditions set forth herein; and
WHEREAS, the Fund and the Bank desire UMBFS to perform, in its capacity as
transfer agent for the Fund, certain administrative and recordkeeping duties
relative to the Accounts.
NOW, THEREFORE, the parties to this Agreement agree to the following:
1. The Bank represents to Fund and UMBFS that it is, and as long as the
Accounts and this Agreement are in effect will be, qualified to act as
custodian under all applicable provisions of the Internal Revenue Code
of 1986, as amended (the "Code") and all other applicable laws, rules
and regulations.
2. The Fund hereby appoints the Bank and the Bank hereby accepts
appointment as custodian for the Accounts. The Bank agrees to act as
custodian for the Accounts subject to the terms hereof, and of each of
the Account Agreements.
a. The Bank understands and agrees that from time to time the Fund
may propose amendments to the Account Agreements, whether to
comply with then-current provisions of the Code or otherwise,
and such amendments shall take effect subject to the provisions
of the Account Agreements and subject to the Bank's rights
thereunder. The rights of the Fund to propose amendments from
time to time shall not affect the Bank's responsibilities as
provided herein.
b. The appointment of the Bank as custodian hereunder is subject to
(i) the terms of the respective Account Agreements; (ii) this
Agreement (which shall govern in case of any inconsistency
between the terms of this Agreement and any of the Account
Agreements or to the extent the respective Account Agreements
do not
apply) and the right of Fund hereunder to terminate the
appointment of the Bank as custodian under the Account
Agreements and to name a successor custodian at any time and from
time to time on written notice to the Bank; and (iii) the
rights of the Bank and of Fund to terminate such custodianship
in accordance with the terms of the Account Agreements and this
Agreement.
3. UMBFS hereby agrees to diligently perform the administrative and
recordkeeping services described in Appendix B with respect to the
Accounts. It is understood that it is not the responsibility of any
party hereunder to perform tests and/or monitor and enforce any
contribution or benefit limitations or distribution requirements
imposed by the Code, such responsibility being that of the party
adopting the Account Agreement.
4. The parties acknowledge and agree that UMBFS and the Bank will not
serve as "plan administrator" (as defined by the Employee Retirement
Income Security Act of 1974, as amended) of any Account or in any other
administrative capacity or other capacity except as transfer agent and
custodian, respectively, thereof.
5. The responsibilities for preparing and keeping current the documents
related to the Account Agreements shall be as follows:
a. The Fund shall provide UMBFS with final forms of (i) Account
Agreements, disclosure statements and similar documents
("Account Documents") and (ii) application forms, transfer
forms, beneficiary designation forms and similar documents
("Related Documents"), and shall keep such Account Documents
and Related Documents current by providing timely any necessary
amendments, modifications and supplements thereto. The use of
any Account Documents and Related Documents shall be subject to
the advance approval of UMBFS and the Bank, which approval
shall not be unreasonably withheld.
b. Any approvals by UMBFS or the Bank under Section 5(a) shall
constitute only UMBFS's or the Bank's consent to use any such
materials and not the approval of the contents or the effect
thereof. The Fund shall bear full responsibility for the
Account Documents and the Related Documents and the compliance
thereof with all applicable laws, rules and regulations, as
amended from time to time, and shall fully protect, indemnify
and hold harmless the Bank and UMBFS against any losses arising
out of its or their reliance thereon.
6. UMBFS is hereby authorized to sign any Account Agreement or application
for an account by and on behalf of the Bank as custodian, or endorse
any check or draft or other item payable to the Bank by and on behalf
of the Bank as custodian, and to designate an employee or employees of
UMBFS as authorized persons to execute such signatures and
endorsements. The Bank shall promptly transmit, properly endorsed, to
UMBFS any monies, checks or other property received by the Bank as
custodian for investment for the Accounts.
7. UMBFS shall collect and retain all fees charged to the Accounts
including those as compensation for its services hereunder. UMBFS may
from time to time, after receipt of approval from the Fund, change such
fee schedule. The Bank authorizes the distribution on its behalf of any
revised fee schedule to existing and prospective Account holders. In
the event the Fund determines to waive all or a portion of any related
Account fees, the Fund shall continue to be responsible for arranging
for payment of all Account related fees to UMBFS.
8. The Bank and UMBFS acknowledge the proprietary and confidential nature
of the Fund's list of shareholders and other nonpublic personal
information about the shareholders (the "Confidential Shareholder
Information"), and hereby agree not to use such Confidential
Shareholder Information for any purpose other than the performance of
this Agreement, or to disclose to any other person Confidential
Shareholder Information without prior written permission from the Fund,
except where such disclosure is permitted by applicable law or
regulation, or as otherwise permitted by the exceptions provided by
Sections 248.14 and 248.15 of Regulation S-P (17 CFR 240.01-30).
Information which was already in the possession of UMBFS or the Bank,
in each case on a non-confidential basis, prior to receipt under this
Agreement, or which is disclosed to the Bank by a customer in
connection with the establishment and/or continuance of any
relationship with the Bank shall not be subject to this paragraph.
9. Each party agrees to fully protect the others in relying upon the
respective duties and responsibilities of each party under the Account
Agreements and this Agreement, and agree that each will fully indemnify
the others and save and hold them harmless from and against any and all
claims, damages (including reasonable attorneys' fees), costs,
expenses, losses, judgments, taxes (including penalties and interest
thereon), or liabilities of any nature whatsoever resulting from or
arising out of their respective duties and responsibilities under the
Account Agreements and this Agreement; provided however, no party is
required to protect, indemnify or hold another harmless for any claims,
damages (including reasonable attorneys' fees), costs, expenses,
losses, judgments, taxes or liabilities arising out of, resulting from,
or in connection with the negligence, bad faith or willful misconduct
of another party.
10. No provision of this Agreement shall modify or supersede any provision
of the Transfer Agent Agreement executed by UMBFS and the Fund or the
Custody Agreement executed by the Bank and the Fund and in the event
the agreements conflict with respect to any matter, the terms of the
Transfer Agent Agreement and Custody Agreement, as the case may be,
shall control.
11. This Agreement may be terminated at any time by mutual consent of the
Bank, UMBFS, and Fund, or upon sixty (60) days' written notice to each
of the other parties by any party. Upon termination, the Bank and UMBFS
shall transfer the records of the Accounts as directed by Fund in the
form maintained by the parties. In the absence of such designation by
the Fund, the Fund shall upon the date specified in the
notice of termination of this Agreement and delivery of the records
maintained hereunder, assume full responsibility hereunder and UMBFS
and Bank shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement. Anything herein to the contrary
notwithstanding, the protective covenants and indemnities provided by
this Agreement shall survive the termination of the Agreement and shall
continue in effect with respect to any and all matters arising (or
alleged by any third party to have occurred, whether by way of act or
default) during the existence of the Agreement.
12. No modification or amendment of this Agreement shall be valid or
binding on the parties unless made in writing and signed on behalf of
each of the parties by their respective duly authorized officers or
representatives.
13. Notices shall be communicated by first class mail, or by such other
means as the parties may agree, to the persons and addresses specified
below or to such other persons and addresses as the parties may specify
in writing.
If to Bank: UMB Bank, N.A.
X.X. Xxx 000000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxxx
If to UMBFS: UMB Fund Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
If to Fund: UMB Scout Funds
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: President
14. This Agreement shall be governed by the laws of the State of Wisconsin.
15. This Agreement may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, each of which when so
executed shall be deemed an original and all of which when taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers under authority of their respective
Boards as of the day and year first above written.
UMB BANK, N.A.,
By:
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Title:
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Attest:
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Secretary
UMB FUND SERVICES, INC.
By:
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Title:
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Attest:
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Secretary
UMB SCOUT FUNDS
By:
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Title:
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Attest:
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Secretary
APPENDIX A
PLANS
Individual Retirement Accounts that are offered by the Fund under the
provisions of Sections 408, 403(b) and/or 530 of the Code, and the regulations
promulgated thereunder.
APPENDIX B
SERVICES
Pursuant to the Agreement, UMBFS shall:
a. Receive, allocate to the appropriate Account, and invest pursuant
to the governing Account Agreement, all contributions made
thereunder, in accordance with the written instructions of the
duly authorized directing authority;
b. Reinvest for each Account all dividends and capital gains or other
distributions payable on the shares credited thereto;
c. Maintain and reconcile Account records and investment transaction
records;
d. Furnish to each Account grantor (with respect to each grantor's
individual Account), promptly after the end of each calendar year,
a statement of such grantor's account showing:
i. The net asset value of all full and fractional shares as of
the first and last business days of the calendar year,
ii. Contributions to and distributions from the account during the
calendar year, and
iii.Earnings reinvested in the account during the calendar year.
e. Furnish to each Account grantor (with respect to each grantor's
individual Account) a confirmation of each transaction in
accordance with the terms of the Fund's then current prospectus;
f. Make distributions from Accounts, including withholding and
remittance of federal tax, in accordance with the provisions of
the Account Agreements and relevant provisions of the Code;
g. Furnish information returns and reports to each Account grantor
(with respect to each grantor's individual Account) and to the
Internal Revenue Service as may be required by the Code; and
h. Other such functions as all of the parties may agree to from time
to time.
APPENDIX C
FEES
SERVICE FEES: UMBFS shall be entitled to those fees for tax and retirement
plan services as are set forth on the Fee Schedule to the Transfer Agency
Agreement between UMBFS and the Fund.
TERMINATION FEE: Minimum of $100 per account. A termination fee will be
deducted from a shareholder's account to cover time expended terminating
an account and distributing assets or transferring the account to a
successor trustee/custodian within six (6) months of the initial deposit
(except for grantor's seven day right of revocation). One hundred percent
(100%) of the foregoing termination fees collected shall be remitted to
the Bank by UMBFS.
