EXHIBIT NO. EX-99.H.1.D
SEC RULE 22C-2 ADDENDUM TO TRANSFER AGENCY AGREEMENT
THIS ADDENDUM, dated as of July 24, 2007, modifies the Transfer Agency
Agreement by and between UMB Fund Services, Inc. ("UMBFS") and UMB Scout Funds,
a Delaware business trust (the "Trust"), such Transfer Agency Agreement being
hereinafter referred to as the "Agreement."
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as
amended (the "1940 Act") requires the Trust to obtain and analyze information
about the trading activity of shareholders investing through Financial
Intermediaries(1) on an undisclosed basis ("Shareholder Information") for the
purpose of assisting the Trust in implementing its policies on frequent trading
of fund shares; and
WHEREAS, in its capacity as transfer agent, UMBFS has access to
Shareholder Information through the SunGard Transaction Network 22c-2 Service
Solution ("STN 22c-2 Service System"); and
WHEREAS, the Trust and UMBFS desire to amend the Transfer Agency
Agreement to set forth the terms and conditions upon which UMBFS will provide
the Trust with access to the STN 22c-2 Service System in order to obtain and
analyze Shareholder Information on the terms and conditions contained in this
Addendum and to otherwise assist the Trust with its implementation of Rule
22c-2.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. SERVICES
A. MONITORING PROCEDURES.
i. The Trust has previously adopted policies concerning the frequent
trading of its shares. For the purpose of implementing Rule
22c-2, the Trust has adopted criteria designed to detect frequent
trading activity ("Monitoring Procedures") in each separate
series offered by the Trust representing interests in a separate
portfolio ("Fund" or "Funds") and has communicated such criteria
to UMBFS.
ii. The Trust hereby instructs and directs UMBFS to implement the
Monitoring Procedures on its behalf, as such may be amended or
revised from time to time.
B. INFORMATION REQUESTS. UMBFS will inform the Trust each time the
Monitoring Procedures indicate frequent trading activity in the Funds. Upon
each such occurrence, UMBFS and the Trust will review the trading
information, together with such other information as UMBFS and the Trust
deem relevant, to determine whether additional information should be
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(1) A "financial intermediary" means: (i) any broker, dealer, bank, or other
person that holds securities issued by the Trust, in nominee name; (ii) a unit
investment trust or fund that invests in the Trust in reliance on section
12(d)(1)(E) of the 1940 Act; and (iii) in the case of a participant-directed
employee benefit plan that owns the securities issued by the Trust, a retirement
plan's administrator under section 3(16)(A) of ERISA or any person that
maintains the plan's participant records. "Financial intermediary" does not
include any person that the fund treats as an individual investor with respect
to the Trust's policies established for the purpose of eliminating or reducing
any dilution of the value of the outstanding securities issued by the Trust.
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requested. UMBFS will submit information requests to Financial
Intermediaries in accordance with the Trust's Monitoring Procedures or as
otherwise directed by the Trust. When such additional information is
obtained from the Financial Intermediary, UMBFS will forward the
information to the Trust for further consideration.
C. IMPLEMENTATION OF TRADING RESTRICTIONS. In the event the Trust
determines that a trading restriction should be applied, UMBFS shall
instruct the Financial Intermediary to implement the appropriate
restrictions as articulated by the Trust.
2. RECORD RETENTION. UMBFS shall maintain, in an easily accessible place, a copy
of each shareholder information agreement ("SIA") in its possession for no less
than six years beyond the termination date of such SIA or for such period that
UMBFS provides transfer agency services under the Agreement, whichever is
shorter.
3. STN 22C-2 SERVICE SYSTEM. The Trust acknowledges that UMBFS' provision of
the services contemplated hereunder in part depends on UMBFS' use of a
proprietary technology solution developed by SunGard Institutional
Brokerage, Inc. ("SunGard"). UMBFS may provide the Trust with access to the
STN 22c-2 Service System for the sole purpose of reviewing shareholder
trading activity to identify frequent trading in shares of the Trust.
Therefore, the Trust hereby agrees to the following:
A. Any access to software made available to the Trust in connection with
the provision of services under this Addendum, including, without
limitation, the STN 22c-2 Service System, is licensed, not sold, and
SunGard and/or UMBFS (and their affiliates) shall retain all right, title
and interest such software. The Trust is granted a nonexclusive, limited
license to use the software for the sole and limited purpose described in
this Addendum. Such license shall immediately terminate upon termination of
the Agreement. In addition, any license to use the STN 22c-2 Service System
shall immediately terminate in the event that UMBFS' license to use the STN
22c-2 Service System is terminated. Upon termination of any such software
license, the Trust will discontinue all use of the STN 22c-2 Service System
and any written documentation provided to the Trust by UMBFS or SunGard.
The Trust agrees to assist UMBFS with its obligations to return STN 22c-2
Service System materials resulting from termination of the license.
B. The Trust shall maintain in connection with its access to the STN 22c-2
Service System, reasonable access controls and system security requirements
necessary to protect the confidentiality and intellectual property rights
of SunGard in the STN 22c-2 Service System. The Trust agrees that any
contractors hired by the Trust with access to the STN 22c-2 Service System
shall enter into a confidentiality agreement concerning such access.
C. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS ADDENDUM, ANY ACCESS TO
THE STN 22C-2 SERVICE SYSTEM IS PROVIDED ON AN "AS IS" BASIS. UMBFS MAKES
NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT. UMBFS SHALL HAVE NO
LIABILITY WITH RESPECT TO ANY THIRD PARTY PRODUCTS OR SERVICES.
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4. FEES. For its services hereunder, UMBFS shall receive the fees set forth on
Schedule A to this Addendum. Fees and out-of-pocket expenses shall be paid
according to the provisions of Article III - Compensation & Expenses of the
Agreement.
5. NO OTHER CHANGES. Except to the extent supplemented hereby, the Agreement, as
previously supplemented, shall remain in full force and effect and this Addendum
shall be subject to the provisions thereof.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of the date
and year first above written.
UMB SCOUT FUNDS
(the "Trust")
By: /S/ C. XXXXXX XXXXX
--------------------------------
Authorized Officer
UMB FUND SERVICES, INC.
("UMBFS")
By: /S/ XXXXXXX X. XXXXX
--------------------------------
Authorized Officer
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SCHEDULE A TO THE
SEC RULE 22C-2 ADDENDUM TO TRANSFER AGENCY AGREEMENT
FEES
SERVICES
1. Set-up Fee (one time fee) $5,000/Fund Family
2. Annual Management Fee for STN 22c-2 Services (billed monthly per $3,000
per CUSIP per year CUSIP beginning on October 1, 2007) (subject to a
$5,000 per Fund Family, per year minimum)*
* The Annual Management Fee applies to UMBFS' review and reporting of exception
items.
Additional reports or requests for data that are outside of the
exception-based reporting process are deemed special projects billed at the
rate set forth in the Transfer Agency Agreement Fee Schedule under the
heading "Programming and Special Project Fees". Fees for additional reports
or requests for data are not part of the $5,000 annual Fund Family minimum.
OUT-OF-POCKET EXPENSES
1. Fee to Initiate STN 22c-2 Services (one time fee) $2,000/Fund Family
2. Monthly Fees for STN 22c-2 Services. The monthly fee is based on the
number of CUSIPs participating at the time of service initiation. Pricing
will increase or decrease based on CUSIP count annually (or more frequently
upon the occurrence of a merger of other similar event) to the appropriate
tier based on the number of CUSIPs at the time of adjustment.
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FEE FOR THE TRUST, NUMBER OF STORED RECORDS
NO. OF CUSIPS PER MONTH INCLUDED IN MONTHLY FEE**
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0-15 $700 750,000
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16-30 $1,000 1,500,000
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30+ $1,200 2,500,000
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** A fee of $250 per month will be charged for each additional 1,000,000
records stored beyond the amount included as part of the monthly fee.
The pricing quoted herein shall increase to the extent that SunGard
increases its pricing under the contract between UMBFS and SunGard.
In addition to the fees noted above, the Trust acknowledges and agrees that
certain third party fees and expenses (including, without limitation, NSCC
charges) may be billed directly by the applicable third party provider, or
passed through by UMBFS, and are in addition to, and not included as part of,
the fees set forth in this Addendum.
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