FORM OF INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
Exhibit
28(h)(6)
FORM OF INBOUND CALL
MANAGEMENT AND
FULFILLMENT SERVICES
AGREEMENT
THIS AGREEMENT is made as of this __
day of _____, 2010, by and between The SteelPath MLP Funds Trust, a Delaware
statutory trust (the “Trust”) and UMB Distribution Services, LLC
(“UMBDS”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “Act”), as an open-end management investment company which is authorized to
issue shares of beneficial interests in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS,
UMBDS offers various inbound call management and fulfillment services to
investment companies and others; and
WHEREAS,
the Trust and UMBDS desire to enter into an agreement pursuant to which UMBDS
shall provide on behalf of the Trust certain inbound call management and
fulfillment services to such investment portfolios of the Trust as are listed on
Schedule A hereto and any additional investment portfolios the Trust and UMBDS
may agree upon and include on Schedule A as such Schedule may be amended from
time to time (such investment portfolios and any additional investment
portfolios are individually referred to as a “Fund” and collectively the
“Funds”).
NOW,
THEREFORE, in consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment and
Services
(a) The
Trust hereby retains and does hereby authorize UMBDS to provide the inbound call
management and fulfillment services described in Schedule B hereto, and UMBDS
agrees to provide such services, for the period and compensation and upon the
terms set forth in this Agreement.
(b) The
Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions
and all materials (including prospectuses, reports, article reprints, stationery
and envelopes) so that UMBDS may provide the services described herein subject
to the direction of the Trust. Notwithstanding anything herein to the
contrary, UMBDS 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 UMBDS provide any investment
advice or recommendations to any party in connection with its services
hereunder. All risk of loss for the materials being inventoried by
UMBDS on the Trust’s behalf shall be the responsibility of the Trust, and UMBDS
shall not be responsible for any loss to this material except as such loss may
be caused by UMBDS’s negligence. UMBDS agrees to use due care in the
storage of such materials prior to their distribution. The Trust
shall provide UMBDS from time to time at the earliest practicable date with such
details as may reasonably be required concerning media schedules, anticipated
call volume and other related information so as to facilitate preparation by
UMBDS to provide the services hereunder.
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(c) The
Trust shall cause the Trust’s officers, trustees, investment
adviser(s) and sub-advisers, legal counsel, independent accountants, custodian
and other service providers and agents, past or present, for the Funds to
cooperate with UMBDS and to provide UMBDS with such information, documents and
advice as necessary and/or appropriate or as requested by UMBDS, in order to
enable UMBDS to perform its duties hereunder. In connection with its
duties hereunder, UMBDS shall (without investigation or verification) be
entitled, and is hereby instructed to, rely upon any and all instructions,
advice, information or documents provided to UMBDS by an officer or
representative of the Funds or by any of the aforementioned persons. UMBDS shall
be entitled to rely on any document that it reasonably believes to be genuine
and to have been signed or presented by the proper party. Fees
charged by such persons shall be an expense of the Trust. UMBDS shall not be
held to have notice of any change of authority of any officer, agent,
representative or employee of the Trust, investment adviser(s) or service
provider until receipt of written notice thereof from the Trust. As
used in this Agreement, the term “investment adviser” includes all sub-advisers
or persons performing similar services.
(d) UMBDS
shall perform its duties hereunder in compliance with all material respects with
all applicable federal, state and local laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted by the Securities
and Exchange Commission, the Financial Industry Regulatory Authority, Inc. and
the states in which the Funds are sold.
2. Fees and
Expenses
In
consideration of the services rendered pursuant to this Agreement, the Trust
shall pay UMBDS such fees, charges and expenses as are set forth in Schedule C
hereto. Fees shall be adjusted in accordance with Schedule C or as otherwise
agreed to by the parties from time to time. UMBDS may, at its option,
arrange to have various service providers submit invoices directly to the Trust
for payment of out of pocket expenses reimbursable hereunder. All
invoices rendered by UMBDS shall be paid within fifteen (15) days of the date of
invoice. At the option of UMBDS, unpaid invoices accrue a finance
charge of one and one-half percent (1½%) per month, after the due
date. In the event UMBDS requests advance payment, UMBDS shall not be
obligated to incur such expenses or perform the related service(s) until payment
is received.
3. Term; Amendments;
Assignment
(a) This
Agreement shall become effective with respect to each Fund listed on Schedule A
as of the date hereof and, with respect to each Fund not in existence on that
date, on the date an amendment to Schedule A to this Agreement relating to that
Fund is executed. This Agreement shall continue in effect with respect to each
Fund until terminated as provided herein.
(b) This
Agreement may be terminated by either party with respect to any one or more
particular Funds without penalty upon not less than sixty (60) days’ written
notice to the other party which notice may be waived by the party entitled to
such notice. Upon termination of this Agreement, UMBDS shall promptly
return to the Trust all applicable materials that are the property of the
Trust. All amounts due and owing to UMBDS as of such termination
shall become immediately due and payable and the Trust shall pay such amounts at
the termination date. The Trust shall be
responsible for all reasonable and documented expenses associated
with the movement (or duplication) of records and materials and conversion
thereof to a successor services agent, including all reasonable trailing
expenses incurred by UMBDS. UMBDS shall not reduce the level of service provided
to the Trust prior to termination following notice of termination by the
Trust.
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(c) Except
as expressly provided in this Agreement, the terms of this Agreement shall not
be waived, altered, modified, amended or supplemented in any manner whatsoever
except by a written instrument signed by UMBDS and the Trust. UMBDS
may from time to time, in its discretion, appoint one or more other parties to
carry out some or all of its responsibilities under this Agreement; provided
however, that all fees and expenses incurred in any such appointment shall be
paid by UMBDS unless otherwise agreed to by the parties and UMBDS shall remain
responsible to the Trust for the acts and omissions of such parties as if such
acts or omissions were acts or omissions of UMBDS.
4. Non-Exclusivity;
Confidentiality
(a) The
services of UMBDS hereunder are not deemed to be exclusive. UMBDS may
render inbound call management and fulfillment services and any other services
to others, including other investment companies.
(b) UMBDS
agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Trust all records relative to the Funds’
shareholders, not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, and not to disclose
such information except where UMBDS may be exposed to civil or criminal
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities or court process, when subject to governmental or
regulatory audit or investigation, or when so requested by the
Trust. In case of any requests or demands for inspection of the
records of the Funds, UMBDS will endeavor to notify the Trust promptly and to
secure instructions from a representative of the Trust as to such inspection.
Records and information which have become known to the public through no
wrongful act of UMBDS or any of its employees, agents or representatives, and
information which was already in the possession of UMBDS prior to receipt
thereof, shall not be subject to this paragraph. Any party appointed pursuant to
Section 3(c) above shall be required to treat confidentially records of the
Trust.
(c) UMBDS
shall not use the name of the Trust or any Fund (other than in connection with
performing its duties and obligations under this Agreement or in a general
listing of clients serviced by Distributor) in a manner not approved by the
Trust prior thereto in writing; provided, however, that the approval of the
Trust shall not be required for the use of the Trust’s name or the name of any
Fund in connection with performing its duties and obligations or exercising its
rights under this Agreement, or which is required by the Securities and Exchange
Commission or any state securities authority or an other appropriate regulatory,
governmental or judicial authority, provided, further, that in no event shall
such approval be unreasonably withheld or delayed; and provided further that the
UMBDS and its affiliates may use the names of the Trust and any Fund pursuant to
the terms of any other agreements executed by or among them and the
Trust.
5. Limitation of
Liability
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(a) UMBDS
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Funds in connection with the matters to which this Agreement
relates, except for a loss resulting from UMBDS’ willful misfeasance, bad faith
or negligence in the performance of its duties or from reckless disregard by it
of its obligations and duties under this Agreement. Furthermore, UMBDS shall not
be liable for (i) any action taken or omitted to be taken in accordance with or
in reliance upon written or oral instructions, advice, data, documents or
information (without investigation or verification) received by UMBDS from an
officer or representative of the Trust or from a representative of any of the
parties referenced in Section 1 or (ii) any action taken or omission by a Fund,
the Trust, investment adviser(s) or any past or current service
provider.
(b) The
Trust agrees to indemnify and hold harmless UMBDS, its employees, agents,
officers, directors, members, affiliates and nominees (“Indemnified Parties”)
from and against any and all claims, demands, actions and suits, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character 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 (i) UMBDS’ actions or omissions except to the extent a Claim
resulted from the UMBDS’ willful misfeasance, bad faith, or negligence in the
performance of its duties hereunder or from reckless disregard by it of its
obligations and duties hereunder; (ii) UMBDS’ reliance on, implementation of, or
use of (without investigation or verification) advice, instructions, requests,
directions, information, data, security valuations, records and documents
received by UMBDS from any party referenced in Section 2 hereof or other
representative of the Trust, (iii) any breach of any of the Trust’s obligations,
representations or warranties hereunder; or (iv) any action taken by or omission
of the Trust, investment adviser(s) or any other past or current service
provider.
(c)
UMBDS agrees to indemnify and hold harmless the Trust, its trustees, officers,
agents and affiliates (collectively the “Trust Indemnified Parties”), from and
against any and all claims, demands, costs, charges, reasonable counsel fees and
other expenses of every nature and character which may be asserted against or
incurred by a Trust Indemnified Party or for which any Trust Indemnified Party
may be held liable arising out of or in any way relating to UMBDS’ willful
misfeasance, bad faith or negligence in the performance of its duties or from
reckless disregard by it of its obligations and duties under this
Agreement.
(d) Notwithstanding
anything herein to the contrary, UMBDS will be excused from its obligation to
perform any act, service or obligation required of it hereunder for the duration
that such performance is prevented by events beyond its reasonable control and
it shall not be responsible for any damage, loss of data or documents, errors,
delay or any other loss whatsoever caused thereby. UMBDS will,
however, take all reasonable steps to minimize service interruptions for any
period that such interruption continues beyond its control. The
indemnity and defense provisions set forth in this Section 5 shall indefinitely
survive the termination and/or assignment of this Agreement.
(d) In
no event and under no circumstances shall UMBDS, 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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6. Governing Law;
Invalidity
This
Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the
State of Wisconsin, or any of the provisions herein, conflict with the
applicable provisions of the Act, the latter shall control, and nothing herein
shall be construed in a manner inconsistent with the Act or any rule or order of
the Securities and Exchange Commission thereunder. Any provision of
this Agreement which may be determined by competent authority to be prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
7. Miscellaneous
(a) The
800-telephone number that is transferred to UMBDS, in order for UMBDS to provide
the services hereunder, shall remain the property of the Trust in relation to
the provision of inbound call management and fulfillment services. In
the event that this Agreement is terminated, UMBDS shall assert no claim in or
to this telephone number.
(b) This
Agreement and the Schedules incorporated hereto constitute the full and complete
understanding and agreement of UMBDS and the Trust and supersedes all prior
negotiations, understandings and agreements.
(c) This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding on any of the trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assts of one Fund shall not be liable for the obligations of
another Fund.
(d) Upon
reasonable request of the Trust, UMBDS shall grant the Trust’s duly authorized
officers (including the Trust’s Chief Compliance Officer), investment adviser,
agents and independent registered public accounting firm access, during normal
business hours, to UMBDS’ facilities, records and personnel to the extent such
facilities, records and personnel are used in connection with or relate to
UMBDS’ services to be provided hereunder, for the purposes of: (i) conducting a
due diligence review of UMBDS’ facilities, recordkeeping and personnel; (ii)
facilitating the preparation and audit, as applicable, of the Funds’ financial
statements; (iii) complying with any regulatory requirements applicable to the
Trust; and (iv) conducting compliance review or audits in connection with the
Chief Compliance Officer’s, Trust’s and Board of Trustees’ obligations under
Rule 38a-1 under the 1940 Act.
(e) Upon
reasonable request, UMBDS will provide sub-certifications to the Trust and/or
its officers with respect to its services provided hereunder to support: (i) the
Trust’s compliance program and (ii) the certifications required of the principal
executive officer and principal financial officer of the Trust under the
Xxxxxxxx-Xxxxx Act of 2002 and implementing rules and regulations.
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(f) To
the extent required by Section 31 of the 1940 Act and the rules and regulations
thereunder, the records covered by this Agreement and maintained by UMBDS, shall
be considered to be the property of the Trust, shall be made available upon
request for inspection by the officers, employees, and auditors of the Trust,
and shall be delivered to the Trust promptly upon request and in any event upon
the date of termination of this Agreement, in the form and manner kept by UMBDS
on such date of termination or such earlier date as may be requested by the
Trust.
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(g)
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The
person signing below represents and warrants that he/she is duly
authorized to execute this Agreement on behalf of the
Funds.
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8. Notices
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to be effective upon the date specified on the
return receipt when sent by registered or certified mail, postage prepaid,
return receipt requested, as follows: Notice to UMBDS shall be sent to UMB
Distribution Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX,
00000, Attention: Xxxxx Xxxxxxx, and notice to the Trust shall be sent to: The
SteelPath MLP Funds Trust, 0000 XxXxxxxx Xxx, Xxxxx 0000; Xxxxxx, Xxxxx 00000;
Attention: President.
[Signature
page to follow.]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer as of the day and year first above
written.
THE STEELPATH MLP FUNDS
TRUST
(the “Trust”)
By:
_______________________________
Xxxxxxx
Xxxxxxx
President
UMB DISTRIBUTION SERVICES,
LLC
(“UMBDS”)
By:
_______________________________
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Schedule
A
to
the
by
and between
The
SteelPath MLP Funds Trust
and
UMB
Distribution Services, LLC
Name of
Funds
SteelPath
MLP Select 40 Fund
SteelPath
MLP Alpha Fund
SteelPath
MLP Income Fund
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Schedule
B
to
the
by
and between
The
SteelPath MLP Funds Trust
and
UMB
Distribution Services, LLC
SERVICES
Inbound Call
Management
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¨
|
Standard
business hours: 7 a.m. – 7 p.m. CST, Monday through Friday (except major
holidays)
|
|
¨
|
Qualify
callers
|
|
¨
|
Provide
detailed responses to fund inquiries (not
scripted)
|
|
¨
|
Automated
voice response system
|
|
¨
|
Custom
database maintenance
|
|
¨
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Periodic
activity reporting:
|
|
|
Ø
|
Names,
addresses, telephone numbers and types of
inquiries
|
|
|
Ø
|
Call
tracking, by:
|
|
|
à
|
Fund
|
|
|
à
|
Zip
code or geographic region
|
|
|
à
|
Source
code
|
|
¨
|
Call
switching
|
|
|
à
|
Complex
calls can be forwarded to fund, if
desired
|
|
|
à
|
Transfer
calls to transfer agent
|
9
Fulfillment
|
¨
|
Standard
business hours: Monday through Friday 8:00 – 5:00 CST (except major
holidays)
|
|
¨
|
Literature
requests fulfilled and mailed typically within 24 hours (but at most
within 3 business days with respect to all documents required by the SEC
to be sent within such timeframes).
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|
¨
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On-site
inventory control
|
|
¨
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Customized
investor kit assembly and literature
fulfillment
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|
¨
|
Personalized
letters developed by UMBDS
|
|
¨
|
Fulfill
literature requests downloaded from the Trust’s Internet site through
UMBDS
|
|
¨
|
Conduct
follow-up mail campaign
|
|
¨
|
Fulfill
literature requests received via Reader Service
campaign
|
|
¨
|
Ability
to supply 3rd
party channels with fund literature
|
|
¨
|
Periodic
reporting
|
|
¨
|
Advanced
notice of need to order additional
materials
|
|
¨
|
Mailing
of premium items
|
Miscellaneous
|
¨
|
Fulfillment
Reference Manual maintenance
|
|
¨
|
Fulfillment
representative training
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The
duties of the UMBDS shall be confined to those expressly set forth herein, and
no implied duties are assumed by or may be asserted against the UMBDS
hereunder. These services do not include correcting, verifying or
addressing any prior actions or inactions by any Fund or by any prior service
provider. To the extent the UMBDS agrees to take such actions, those
actions taken shall be deemed part of this service schedule.
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Schedule
C
to
the
by
and between
The
SteelPath MLP Funds Trust
and
UMB
Distribution Services, LLC
FEE
SCHEDULE
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Base
Fee
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||
|
Per
month, per fund
|
$250
|
|
|
Prospective
Investor Services
|
||
|
Telephone
calls, letters/e-mails (per occurrence)
|
$2.75
|
|
|
Standard
Package for Mailing
|
||
|
n
|
Up
to four pieces
|
$2.50
|
|
n
|
Each
additional item
|
$0.50
|
|
Special
Processing / Manual Entry
|
||
|
E-mail/fax
request
|
$2.75
|
|
|
Programming
and Special Project Fees
|
||
|
Additional
fees at $175 per hour, or as quoted by project, may apply for special
programming or projects to meet your servicing requirements or to create
custom reports.
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||
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Conversion
Costs
|
TBD
|
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Out-of-Pocket
Expenses
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||
|
Out-of-pocket
expenses include but are not limited to copying charges, facsimile
charges, inventory and record storage, stationery, printing and production
of materials, envelopes, postage and direct delivery charges, travel,
telephone and long distance charges, toll-free number, and expenses,
including but not limited to attorney’s fees, incurred in connection with
responding to and complying with SEC or other regulatory investigations,
inquiries or subpoenas, excluding routine examinations of UMB in its
capacity as a service provider to the funds.
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||
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Optional
Services
|
||
|
VRU
Services
|
||
|
n
|
One-time
VRU set-up fee
|
$3,500
|
|
n
|
Annual
VRU maintenance fee
|
$2,500
|
|
n
|
VRU
charge (per call)
|
$
.40
|
|
Web-based
Document Mailings*
|
||
|
n
|
One-time
set-up fee
|
$4,000
|
|
n
|
Annual
maintenance fee
|
$1,500
|
|
n
|
Per
shareholder, per mailing
|
$
.15
|
*statements, prospectuses, financial
reports, etc.
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Fees for
services not contemplated by this schedule will be negotiated on a case-by-case
basis.
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