FORM OF TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the _____ day of ______,
2005, by and between UMB Scout Funds, a Delaware business trust (the "Trust"),
and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns
("UMBFS").
R E C I T A L S:
WHEREAS, the Trust is registered under the 1940 Act as an open-end
management investment company; and
WHEREAS, the Trust desires to retain UMBFS to act as transfer agent for
the Funds and to render certain transfer agency and dividend disbursement
services to the Funds, and UMBFS is willing to render such services, all in
accordance with the terms of this Agreement.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
ARTICLE I
---------
DEFINITIONS
In addition to any terms defined in the body of this Agreement, the
following capitalized terms shall have the meanings set forth hereinafter
whenever they appear in this Agreement:
1.01 1940 ACT shall mean the Investment Company Act of 1940, as amended
from time to time.
1.02 AML LAWS shall mean the rules promulgated under Sections 326 and 352
of the USA PATRIOT Act.
1.03 AUTHORIZED PERSON shall mean any individual who is authorized to
provide UMBFS with Instructions and requests on behalf of the Trust, whose name
shall be certified to UMBFS from time to time pursuant to Section 8.01 of this
Agreement.
1.04 BOARD OF TRUSTEES shall mean the Board of Trustees of the Trust.
1.05 CUSTODIAN shall mean the financial institution appointed as custodian
under the terms and conditions of the custody agreement between the financial
institution and the Trust, or its successor.
1.06 DECLARATION OF TRUST shall mean the Declaration of Trust or other
similar operational document of the Trust, as the case may be, as the same may
be amended from time to time.
1.07 EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended from time to time.
1.08 FUND shall mean each separate series or class of Shares offered by
the Trust representing interests in a separate portfolio of securities and other
assets for which the Trust has appointed UMBFS as transfer agent and dividend
disbursing agent under this Agreement.
1.09 FUND BUSINESS DAY shall mean each day on which the New York Stock
Exchange, Inc. is open for trading.
1.10 INSTRUCTIONS shall mean an oral communication from an Authorized
Person or a written communication signed by an Authorized Person and actually
received by UMBFS. Instructions shall include, without limitation, manually
executed originals, telefacsimile transmissions of manually executed originals
or electronic communications.
1.11 PROSPECTUS shall mean the current Prospectus and Statement of
Additional Information with respect to a Fund (including any applicable
supplement) actually received by UMBFS from the Trust with respect to which the
Trust has indicated a registration statement has become effective under the
Securities Act and the 1940 Act.
1.12 SECURITIES ACT shall mean the Securities Act of 1933, as amended from
time to time.
1.13 SHARES shall mean such shares of beneficial interest, or class
thereof, of each respective Fund of the Trust as may be issued from time to
time.
1.14 SHAREHOLDER shall mean a record owner of Shares of each respective
Fund of the Trust.
ARTICLE II
----------
APPOINTMENT OF TRANSFER AGENT
2.01 APPOINTMENT. The Trust hereby appoints UMBFS as transfer agent and
dividend disbursing agent of all the Shares of the Funds during the term of this
Agreement with respect to each Fund listed on Schedule A hereto, and any
additional Fund the Trust and UMBFS may agree to include on any amended Schedule
A. UMBFS hereby accepts such appointment as transfer agent and dividend
disbursing agent and agrees to perform the duties thereof as hereinafter set
forth.
2.02 DUTIES.
A. UMBFS shall perform the transfer agent and dividend disbursement
services described on Schedule B hereto and such additional services as may be
agreed to by the parties from time to time and
set forth in an amendment to Schedule B (collectively, the "Services"). UMBFS
shall have no duties or responsibilities other than those specifically set forth
in this Agreement, and no covenant or obligation to carry out any other duties
or responsibilities shall be implied in this Agreement against UMBFS. In the
event UMBFS is asked to correct any action taken or omission of any other prior
service provider, then UMBFS shall provide such services and be entitled to such
compensation as the parties may mutually agree.
B. UMBFS may, in its discretion, appoint other parties to carry out
some or all of its responsibilities under this Agreement; provided, however,
that unless the Trust shall enter into a written agreement with any such party,
the party shall be the agent of UMBFS and not the agent of the Trust. In such
event, UMBFS shall be fully responsible for the acts or omissions of such party
and shall not be relieved of any of its responsibilities hereunder by the
appointment of such party.
2.03 DELIVERIES.
A. In connection with UMBFS' appointment as transfer agent and dividend
disbursing agent, the Trust shall deliver or cause the following documents to be
delivered to UMBFS:
(1) A copy of the Declaration of Trust and By-laws of the Trust and
all amendments thereto, certified by the Secretary of the Trust;
(2) A certificate signed by the President and Secretary of the Trust
specifying the number of authorized Shares and the number of such authorized
Shares issued and currently outstanding, if any;
(3) A certified copy of the resolutions of the Board of Trustees of
the Trust appointing UMBFS as transfer agent and dividend disbursing agent and
authorizing the execution of this Transfer Agency Agreement on behalf of the
Trust;
(4) Copies of the Trust's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Trust with the Securities and Exchange Commission under the Securities Act and
the 1940 Act, together with any applications filed in connection therewith;
(5) An opinion of counsel for the Trust with respect to the Trust's
organization and existence under the laws of its state of organization, the
validity of the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
and any other applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the Registration Statement
has become effective, or if exempt, the specific grounds therefor); and
(6) The certificate required by Section 8.01 of this Agreement,
signed by an officer of the Trust and designating the names of the Trust's
initial Authorized Persons.
B. The Trust agrees to deliver or to cause to be delivered to UMBFS
in Milwaukee, Wisconsin, at the Trust's expense, all of its Shareholder account
records in a format acceptable to
UMBFS, as well as all other documents, records and information that UMBFS may
reasonably request in order for UMBFS to perform the Services hereunder.
ARTICLE III
-----------
COMPENSATION & EXPENSES
3.01 COMPENSATION. As compensation for the performance of the Services,
the Trust agrees to pay UMBFS the fees set forth on Schedule C attached hereto.
Fees shall be adjusted as agreed to by the parties from time to time. The
parties may amend Schedule C to include fees for any additional services
requested by the Trust, enhancements to current Services, or to add Funds for
which UMBFS has been retained. The Trust agrees to pay UMBFS' then current rate
for any Services added to, or any enhancements to existing Services set forth
on, Schedule C after the execution of this Agreement.
3.02 EXPENSES. The Trust also agrees to promptly reimburse UMBFS for all
out-of-pocket expenses or disbursements incurred by UMBFS in connection with the
performance of Services under this Agreement. Out-of-pocket expense shall
include, but not be limited to, those items specified on Schedule C hereto. If
requested by UMBFS, out-of-pocket expenses are payable in advance. Payment of
postage expenses, if prepayment is requested, is due at least seven days prior
to the anticipated mail date. In the event UMBFS requests advance payment, UMBFS
shall not be obligated to incur such expenses or perform the related Service(s)
until payment is received.
3.03 PAYMENT PROCEDURES.
A. The Trust agrees to pay all amounts due hereunder within fifteen
days of the date reflected on the statement for such Services (the "Due Date").
UMBFS shall xxxx Service fees monthly, and out-of-pocket expenses as incurred
(unless prepayment is requested by UMBFS). UMBFS may, at its option, arrange to
have various service providers submit invoices directly to the Trust for payment
of reimbursable out-of-pocket expenses.
B. The Trust is aware that its failure to remit to UMBFS all amounts
due on or before the Due Date will cause UMBFS to incur costs not contemplated
by this Agreement, including, but not limited to carrying, processing and
accounting charges. Accordingly, in the event that UMBFS does not receive any
amounts due hereunder by the Due Date, the Trust agrees to pay a late charge on
the overdue amount equal to one and one-half percent (1.5%) per month or the
maximum amount permitted by law, whichever is less. In addition, the Trust shall
pay UMBFS' reasonable attorney's fees and court costs if any amounts due UMBFS
are collected by or through an attorney. The parties hereby agree that such late
charge represents a fair and reasonable computation of the costs incurred by
reason of the Trust's late payment. Acceptance of such late charge shall in no
event constitute a waiver by UMBFS of the Trust's default or prevent UMBFS from
exercising any other rights and remedies available to it.
3.04 ALLOCATION OF RISK. The Trust acknowledges that the fees charged by
UMBFS under this Agreement reflect the allocation of risk between the parties,
including the exclusion of remedies and limitations on liability in Article IX.
Modifying the allocation of risk from what is stated herein would
affect the fees that UMBFS charges. Accordingly, in consideration of those fees,
the Trust agrees to the stated allocation of risk.
ARTICLE IV
----------
PROCESSING AND PROCEDURES
4.01 ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
A. UMBFS agrees to accept purchase orders and redemption requests
with respect to the Shares of each Fund via postal mail, telephone or personal
delivery on each Fund Business Day in accordance with such Fund's Prospectus;
provided, however, that UMBFS shall only accept purchase orders from states in
which the Shares are qualified for sale, as indicated from time to time by the
Trust. UMBFS shall, as of the time at which the net asset value of each Fund is
computed on each Fund Business Day, issue to and redeem from the accounts
specified in a purchase order or redemption request in proper form and accepted
by the Fund the appropriate number of full and fractional Shares based on the
net asset value per Share of the respective Fund specified in an advice received
on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Funds in connection with the issuance of any Shares in accordance
with this Agreement. UMBFS 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 UMBFS shall be entitled to rely upon such written
notification. Payment for such Shares shall be in the form of a check, wire
transfer, Automated Clearing House transfer or such other methods to which the
parties shall mutually agree.
B. Upon receipt of a redemption request and monies paid to it by the
Custodian in connection with a redemption of Shares, UMBFS shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable federal law, make payment in accordance with
the Fund's redemption and payment procedures described in the Prospectus.
C. Except as otherwise provided in this paragraph, UMBFS will
transfer or redeem Shares upon presentation to UMBFS of instructions endorsed
for exchange, transfer or redemption, accompanied by such documents as UMBFS
deems necessary to evidence the authority of the person making such transfer or
redemption. UMBFS reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the endorsement or instructions are valid and
genuine. For that purpose, it will require, unless otherwise instructed by an
Authorized Person or except as otherwise provided in this paragraph, a guarantee
of signature by an "Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. UMBFS also reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which UMBFS, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no reasonable
basis to any claims adverse to such transfer or redemption. UMBFS may, in
effecting transfers and redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers (or such
other statutes which protect it and the Trust 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,
UMBFS shall be fully protected by the Trust in not requiring any instruments,
documents, assurances, endorsements or guarantees, including, without
limitation, any signature guarantees, in connection with a redemption, exchange
or transfer of Shares whenever UMBFS reasonably believes that requiring the same
would be inconsistent with the transfer and redemption procedures described in
the Prospectus.
D. Notwithstanding any provision contained in this Agreement to the
contrary, UMBFS shall not be required or expected to require, as a condition to
any transfer or redemption of any Shares pursuant to a computer tape or
electronic data transmission, any documents to evidence the authority of the
person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
E. In connection with each purchase and each redemption of Shares,
UMBFS shall send such statements as are prescribed by the Federal securities
laws applicable to transfer agents or as described in the Prospectus. It is
understood that certificates for Shares have not been and will not be offered by
the Funds or available to investors.
F. UMBFS and the Trust shall establish procedures for effecting
purchase, redemption or transfer transactions accepted from investors by
telephone or other methods consistent with the terms of the Prospectus. UMBFS
may establish such additional procedures, rules and regulations governing the
purchase, redemption or transfer of Shares, as it may deem advisable and
consistent with the Prospectus and industry practice. UMBFS shall not be liable,
and shall be held harmless by the Trust, for its actions or omissions which are
consistent with the foregoing procedures.
G. The Trust agrees to provide UMBFS with prior notice of any
increase or decrease in the total number of Shares authorized to be issued, or
the issuance of any additional Shares of a Fund pursuant to stock dividends,
stock splits, recapitalizations, capital adjustments or similar transactions,
and to deliver to UMBFS such documents, certificates, reports and legal opinions
as UMBFS may reasonably request.
4.02 DIVIDENDS AND DISTRIBUTIONS.
A. The Trust shall give or cause to be given to UMBFS a copy of a
resolution of the Trust's Board of Trustees, that either:
(i) sets forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof, the
record date as of which Shareholders entitled to payment or accrual, as the case
may be, shall be determined, the amount per Share of such 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 UMBFS on such
payment date, or
(ii) authorizes the declaration of dividends and distributions on a
daily or other periodic basis and further authorizes UMBFS to rely on a
certificate of an Authorized Person setting forth the information described in
subsection (i) of this paragraph.
B. In connection with a reinvestment of a dividend or distribution
of Shares of a Fund, UMBFS shall as of each Fund Business Day, as specified in a
certificate or resolution described in
paragraph A, issue Shares of the Fund based on the net asset value per Share of
such Fund specified in an advice received from or on behalf of the Fund on such
Fund Business Day.
C. Upon the mail date specified in such certificate or resolution,
as the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name of UMBFS
on behalf of a Fund, an amount of cash sufficient for UMBFS to make the payment,
as of the mail date specified in such certificate or resolution, as the case may
be, to the Shareholders who were of record on the record date. UMBFS will, upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders as of the record date. UMBFS shall not be liable for any
improper payments made in accordance with a certificate or resolution described
in the preceding paragraph. If UMBFS shall not receive from the Custodian
sufficient cash to make payments of any cash dividend or distribution to all
Shareholders of a Fund as of the record date, UMBFS shall, upon notifying the
Trust, withhold payment to such Shareholders until sufficient cash is provided
to UMBFS.
D. It is understood that UMBFS in its capacity as transfer agent and
dividend disbursing agent shall in no way be responsible for the determination
of the rate or form of dividends or capital gain distributions due to the
Shareholders pursuant to the terms of this Agreement. It is further understood
that UMBFS shall file with the Internal Revenue Service and Shareholders such
appropriate federal tax forms concerning the payment of dividend and capital
gain distributions but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to shareholders,
except and only to the extent, required by applicable federal law.
4.03 RECORDS.
A. UMBFS shall keep those records specified in Schedule D hereto in
the form and manner, and for such period, as it may deem advisable but not
inconsistent with the rules and regulations of appropriate government
authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. UMBFS may
deliver to the Trust from time to time at UMBFS' discretion, for safekeeping or
disposition by the Trust in accordance with law, such records, papers and
documents accumulated in the execution of its duties as transfer agent, as UMBFS
may deem expedient, other than those which UMBFS is itself required to maintain
pursuant to applicable laws and regulations. The Trust shall assume all
responsibility for any failure thereafter to produce any record, paper, or other
document so returned, if and when required. To the extent required by Section 31
of the 1940 Act and the rules and regulations thereunder, the records specified
in Schedule D hereto maintained by UMBFS, which have not been previously
delivered to the Trust pursuant to the foregoing provisions of this paragraph,
shall be considered to be the property of the Funds, shall be made available
upon request for inspection by the officers, employees, and auditors of the
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 UMBFS on such date of termination or such earlier date as may be
requested by the Trust. Notwithstanding anything contained herein to the
contrary, UMBFS shall be permitted to maintain copies of any such records,
papers and documents to the extent necessary to comply with the recordkeeping
requirements of federal and state securities laws, tax laws and other applicable
laws.
B. UMBFS agrees to keep all records and other information relative
to the Funds' Shareholders confidential, not to use such information other than
for purposes of fulfilling its duties
under the Agreement and not to disclose such information except: (i) when
requested to divulge such information by duly-constituted authorities or court
process, or (ii) when requested by a Shareholder or Shareholder's agent with
respect to information concerning an account as to which such Shareholder has
either a legal or beneficial interest, or (iii) when requested by the Trust, the
Shareholder, the Shareholder's agent or the dealer of record with respect to
such account, or (iv) to an affiliate, as defined by Section 248.3(a) of
Regulation S-P (17 CFR 248.1-248.30); or (v) pursuant to any other exception
permitted by Sections 248.14 and 248.15 of Regulation S-P in the ordinary course
of business to carry out the activities covered by the exception under which
UMBFS received the information. In case of any requests or demands for the
inspection of the Shareholder records of the Funds, UMBFS will endeavor to
notify the Trust promptly and to secure instructions from an Authorized Person
as to such inspection. UMBFS reserves the right, however, to exhibit the
Shareholder records to any person whenever it believes there is a reasonable
likelihood that UMBFS will be held liable for the failure to exhibit the
Shareholder records to such person; provided, however, that in connection with
any such disclosure UMBFS shall promptly notify the Trust that such disclosure
has been made or is to be made. Records and information which have become known
to the public through no wrongful act of UMBFS or any of its employees, agents
or representatives, and information which was already in the possession of
UMBFS, on a non-confidential basis, prior to receipt thereof, shall not be
subject to this paragraph.
ARTICLE V
REPRESENTATION AND WARRANTIES
5.01 REPRESENTATIONS OF TRUST. The Trust represents and warrants to
UMBFS that:
A. It is a business 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.
B. The Chairman or the President of the Trust has the authority to
appoint additional Authorized Persons, to limit or revoke the authority of any
previously designated Authorized Person, and to certify to UMBFS the names of
such Authorized Persons.
C. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities laws
filings have been made and will continue to be made, with respect to Shares of
the Funds being offered for sale.
D. All outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the terms
of the Trust's Declaration of Trust and Prospectus, such Shares shall be validly
issued, fully paid and non-assessable.
5.02 REPRESENTATIONS OF UMBFS. UMBFS represents and warrants to the
Trust that:
A. It is a corporation duly organized and existing under the laws of
the State of Wisconsin; it is empowered under applicable law and by its Articles
of Incorporation and By-laws to
enter into and perform this Agreement; and all requisite proceedings have been
taken to authorize it to enter into and perform this Agreement.
B. It is duly registered as a transfer agent under Section 17A of
the 1934 Act to the extent required.
C. It has received a copy of the Trust's Prospectus which describes
how sales and redemptions of Shares shall be made.
ARTICLE VI
----------
ADDITIONAL COVENANTS AND AGREEMENTS
6.01 INFORMATION UPDATES. During the term of this Agreement the Trust
shall have the ongoing obligation to provide UMBFS with the following documents
as soon as they become effective: (i) certified copies of all amendments to the
Trust's Declaration of Trust, and By-laws made after the date of this Agreement;
and (ii) a copy of the Trust's currently effective Prospectus. For purposes of
this Agreement, UMBFS shall not be deemed to have notice of any information
contained in any such Prospectus until a reasonable time after it is actually
received by UMBFS.
6.02 SHARE QUALIFICATION. The Trust agrees to take or cause to be taken
all requisite steps to qualify the Shares for sale in all states in which the
Shares shall at the time be offered for sale and require qualification. If the
Trust receives notice of any stop order or other proceeding in any such state
affecting such qualification or the sale of Shares, or of any stop order or
other proceeding under the federal securities laws affecting the sale of Shares,
the Trust will give prompt notice thereof to UMBFS.
6.03 COMPLIANCE WITH LAWS. The Trust and UMBFS will comply with all
applicable requirements of the Securities Act, the Exchange Act, the 1940 Act,
blue sky laws, and any other applicable laws, rules and regulations.
6.04 ADDITIONAL DUTIES. The Trust agrees that it shall advise UMBFS at
least 30 days prior to effecting any change in the Prospectus which would
increase or alter the duties and obligations of UMBFS hereunder, and shall
proceed with such change only if it shall have received the written consent of
UMBFS thereto.
6.05 TRANSFER AGENT SYSTEM. UMBFS shall retain all right, title and
interest in and any and all computer programs, screen formats, report formats,
procedures, data bases, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters, concepts,
expertise, trade secrets, trademarks and other related legal rights provided,
developed or utilized by UMBFS in connection with the Services provided by UMBFS
to the Trust and the Funds hereunder.
ARTICLE VII
-----------
AML DELEGATION
7.01 BACKGROUND. In order to assist its transfer agent clients with their
anti-money laundering responsibilities under the AML Laws, UMBFS offers various
tools designed to promote the detection and reporting of potential money
laundering activity by monitoring certain aspects of shareholder activity,
assist in the verification of persons opening accounts with the Trust and
determine whether such persons appear on any list of known or suspected
terrorists or terrorist organizations. The Trust has, after review, selected
various procedures and tools offered by UMBFS to comply with its anti-money
laundering and customer identification program obligations under the AML Laws
(the "AML Procedures"), and desires to implement the AML Procedures as part of
its overall anti-money laundering program and, subject to the terms of the AML
Laws, delegate to UMBFS the day-to-day operation of the AML Procedures on behalf
of the Trust.
7.02 DELEGATION. The Trust acknowledges that it has had an opportunity to
review, consider and comment upon and select the AML Procedures and the Trust
has determined that they, as part of the Trust's overall anti-money laundering
program, are reasonably designed to prevent the Trust 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
Trust hereby instructs and directs UMBFS to implement the AML Procedures on its
behalf, as such may be amended or revised from time to time.
7.03 AMENDMENT TO PROCEDURES. It is contemplated that the AML Procedures
will be amended from time to time by the parties as directed by the Trust based
on its experience in the operation of the AML Procedures and/or as additional
regulations are adopted and/or regulatory guidance is provided relating to the
Trust's anti-money laundering responsibilities.
7.04 REPORTING. UMBFS agrees to provide to the Trust (i) prompt written
notification of any transaction or combination of transactions that UMBFS
believes, based on the AML Procedures, evidence money laundering activity in
connection with the Trust or any shareholder of the Trust, (ii) any reports
received by UMBFS from any government agency or applicable industry
self-regulatory organization pertaining to UMBFS' anti-money laundering
monitoring on behalf of the Trust as provided in this Article VII, (iii) any
action taken in response to anti-money laundering violations as described in (i)
or (ii) and (iv) an annual report of its monitoring and verification activities
on behalf of the Trust. UMBFS shall provide such other reports on the
verification activities conducted at the direction of the Trust as may be agreed
to from time to time by UMBFS and the Trust's anti-money laundering compliance
officer.
7.05 INSPECTION. The Trust hereby directs, and UMBFS acknowledges, that UMBFS
shall (1) permit federal regulators access to such information and records
maintained by UMBFS and relating to UMBFS' implementation of the AML Procedures
on behalf of the Trust, as they may request, and (2) permit such federal
regulators to inspect UMBFS' implementation of the AML Procedures on behalf of
the Trust.
ARTICLE VIII
------------
TRUST INSTRUCTIONS
8.01 AUTHORIZED PERSONS. Upon the execution of this Agreement, the Trust
shall provide UMBFS with a certificate containing the names of the initial
Authorized Persons in a form acceptable to UMBFS. The Chairman or the President
of the Trust has the authority to appoint additional Authorized Persons, to
limit or revoke the authority of any previously designated Authorized Person,
and to certify to UMBFS the names of the Authorized Persons from time to time.
The Trust shall provide UMBFS with an updated certificate evidencing the
appointment, removal or change of authority of any Authorized Person, it being
understood UMBFS shall not be held to have notice of any change in the authority
of any Authorized Person until receipt of written notice thereof from the Trust.
8.02 ACCEPTANCE OF INSTRUCTIONS. UMBFS, its officers, agents or employees
shall accept Instructions given to them by any person representing or acting on
behalf of the Trust only if such representative is an Authorized Person. The
Trust agrees that when oral Instructions are given, it shall, upon the request
of UMBFS, confirm such Instructions in writing.
8.03 REQUEST FOR INSTRUCTIONS. At any time, UMBFS may request
Instructions from the Trust with respect to any matter arising in connection
with this Agreement. If such Instructions are not received within a reasonable
time, then UMBFS may seek advice from legal counsel for the Trust, or its own
legal counsel at the expense of the Trust, 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.
8.04 RELIANCE ON INSTRUCTIONS. UMBFS shall not be liable for acting upon
any written Instructions reasonably believed by it to be genuine and to have
been signed or made by an Authorized Person or oral Instructions which the
individual receiving the instructions on behalf of UMBFS reasonably believes to
have been given by an Authorized Person.
ARTICLE IX
----------
LIMITATION OF LIABILITY; INDEMNIFICATION
9.01LIMITATION OF LIABILITY; INDEMNIFICATION BY UMBFS. UMBFS shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the matters to which this Agreement relates, except
for a loss resulting from UMBFS' 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. UMBFS agrees to indemnify and hold
harmless the Trust, its employees, agents, officers, directors and nominees from
and against any and all claims, demands, actions and suits, and from and against
all judgments, liabilities, losses, damages, costs, charges, counsel feels, and
other expenses of every nature and character (a "Claim") which may be asserted
against the Trust or for which the Trust may be held liable arising out of or
resulting from UMBFS' willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by UMBFS of its obligations
and duties under this Agreement; provided, however, UMBFS shall not be liable
for any action taken or omitted to be taken in accordance with Instructions
received by it.
9.02 INDEMNIFICATION. The Trust agrees to indemnify and hold harmless
UMBFS, its employees, agents, officers, directors and nominees from and against
any and all Claims which may be asserted against UMBFS or for which UMBFS may be
held liable arising out of or in any way relating to any of the following:
(a) any action of UMBFS required to be taken, or omitted to be
taken, pursuant to the Agreement; except to the extent such Claim resulted from
UMBFS' willful misfeasance, bad faith, negligence in the performance of its
duties or from reckless disregard by it of its obligations and duties hereunder;
(b) UMBFS' reliance on, or use of information, data, records and
documents received by UMBFS from the Trust, or any third party acting on behalf
of the Trust, in the performance of UMBFS' duties and obligations hereunder;
(c) the reliance on, or the implementation of, any Instructions or
any other requests of the Trust on behalf of the applicable Fund;
(d) UMBFS' acting upon telephone or electronic instructions relating
to the purchase, exchange or redemption of Shares received by UMBFS in
accordance with procedures established by UMBFS and the Trust;
(e) any action taken or omission of any other prior service
provider;
(f) the offer or sale of Shares in violation of any requirement
under the securities laws or regulations of any state that such Shares be
qualified for sale in such state or in violation of any stop order or
determination or ruling by any state with respect to the offer or sale of such
Shares in such state; or
(g) the Trust's refusal or failure to comply with the terms of the
Agreement, or any Claim that arises out of the Trust's negligence or misconduct
or breach of any representation or warranty of the Trust made herein.
9.03 INDEMNIFICATION PROCEDURES. The indemnified party will notify the
indemnifying party promptly after identifying any situation which it believes
presents or appears likely to present a Claim for which the indemnifying party
may be required to indemnify or hold the indemnified party harmless hereunder.
In such event, the indemnifying party shall have the option to defend the
indemnified party against any Claim, and, in the event that the indemnifying
party so elects, such defense shall be conducted by counsel chosen by the
indemnifying party and approved by the indemnified party in its reasonable
discretion. The indemnified party shall not confess any Claim or make any
compromise in any case in which the indemnifying party will be asked to provide
indemnification, except with the indemnifying party's prior written consent. The
obligations of the parties under Sections 9.01, 9.02 and 9.03 shall survive the
termination of this Agreement.
9.04 FORCE MAJEURE. UMBFS assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its
reasonable control. UMBFS will, however, take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
UMBFS' control.
9.05 CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
either party 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.
9.06 ADDITIONAL LIMITATIONS AND EXCLUSIONS. Notwithstanding any other
provision of this Agreement, UMBFS shall have no duty or obligation under this
Agreement to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the sufficiency
of the amount to be received therefor, or the authority of the Trust to request
such sale or issuance;
(b) The legality of a transfer of Shares or of a purchase or
redemption of any Shares, the propriety of the amount to be paid therefor, or
the authority of the Trust to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust, or
the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
ARTICLE X
---------
TERM AND TERMINATION
10.01 TERM. This Agreement shall remain in full force and effect unless
earlier terminated as provided below.
10.02 TERMINATION. Either party may terminate this Agreement at any time
by giving the other party a written notice specifying the date of such
termination (the "Termination Date"), which shall be not less than sixty (60)
days after the date notice is deemed given in accordance with Section 11.01. In
the event such notice is given by the Trust, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Trust, 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 UMBFS, the Trust shall on or before the Termination Date,
deliver to UMBFS a copy of a resolution of its Board of Directors certified by
the Secretary or any Assistant Secretary designating a successor transfer agent
or transfer agents. In the absence of such designation by the Trust, the Trust
shall be deemed to be its own transfer agent as of the Termination Date and
UMBFS shall thereby be relieved of all duties and responsibilities pursuant to
this Agreement except for its obligations under Section 9.01. Fees and
out-of-pocket expenses incurred by UMBFS, but unpaid by the Trust upon such
termination, shall be immediately due and payable upon and notwithstanding such
termination.
10.03 EFFECT OF TERMINATION. Upon the termination of the Agreement as
provided herein, UMBFS, upon the written request of the Trust, shall deliver the
records of the Trust to the Trust or its successor transfer agent in the form
maintained by UMBFS (to the extent permitted by applicable license agreements)
at the expense of the Trust. The Trust shall be responsible to UMBFS for all
costs and expenses associated with the preparation and delivery of such media,
including, but not limited to: (a) out-of-pocket expenses; (b) any custom
programming requested by Trust in connection with the preparation of such media
and agreed upon by UMBFS; (c) transportation of forms and other materials used
in connection with the processing of Trust transactions by UMBFS; and (d)
transportation of records and files in the possession of UMBFS. In addition,
UMBFS shall be entitled to such compensation as the parties may mutually agree
for any services other than the preparation and delivery of such media requested
by the Trust and agreed to by UMBFS in connection with the termination of this
Agreement or the liquidation or merger of the Trust. UMBFS shall not reduce the
level of service provided to the Trust prior to termination following notice of
termination by the Trust.
ARTICLE XI
----------
MISCELLANEOUS
11.01 NOTICES. Any notice required or permitted to be given by either
party to the other under this Agreement shall be in writing and shall be deemed
to have been given when sent by either an overnight delivery service or by
registered or certified mail, postage prepaid, return receipt requested, to the
addresses listed below, or to such other location as either party may from time
to time designate in writing:
If to UMBFS: UMB Fund Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
If to the Trust: UMB Scout Funds
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: President
11.02 AMENDMENTS/ASSIGNMENTS.
A. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the formality of
this Agreement.
B. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns. This Agreement
shall not be assignable by either party without the written consent of the other
party, except that UMBFS may assign this Agreement to an affiliate with advance
written notice to the Trust.
11.03 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Wisconsin, without
regard to its conflict of law provisions.
11.04 SEVERABILITY. If any part, term or provision of this Agreement is
determined by the courts or any regulatory authority having jurisdiction over
the issue to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
11.05 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
11.06 NON-EXCLUSIVITY; OTHER AGREEMENTS. The services of UMBFS hereunder
are not deemed exclusive and UMBFS shall be free to render similar and other
services to others. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not affect any
rights or obligations of any other party hereunder.
11.07 CAPTIONS. The captions in the Agreement are included for convenience
of reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
UMB FUND SERVICES, INC. UMB SCOUT FUNDS
By: By:
----------------------------- --------------------------------
(Signature) (Signature)
------------------------------ --------------------------------
(Name) (Name)
------------------------------ --------------------------------
(Title) (Title)
------------------------------ --------------------------------
(Date Signed) (Date Signed)
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
UMB SCOUT FUNDS
AND
UMB FUND SERVICES, INC.
FUNDS
-----
UMB Scout Stock Fund
UMB Scout Growth Fund
UMB Scout Small Cap Fund
UMB Scout WorldWide Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund
UMB Scout Money Market Fund - Federal Portfolio
UMB Scout Money Market Fund - Prime Portfolio
UMB Scout Tax-Free Money Market Fund
SCHEDULE B
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
UMB SCOUT FUNDS
AND
UMB FUND SERVICES, INC.
SERVICE SCHEDULE
SERVICES
o Set up and maintain shareholder accounts and records, including IRAs
and other retirement accounts
o Make personal follow-up calls to prospects who return incomplete
applications
o Store account documents electronically
o Receive and respond to investor account inquiries by telephone, mail,
or e-mail, if desired
o Process purchase and redemption orders, transfers, and exchanges,
including automatic purchases and redemptions via postal mail, telephone
and personal delivery, provided payment for shares is in the form of a
check, wire transfer or requested Automated Clearing House Transfer, or
such other means as the parties may mutually agree
o Process dividend payments by check, wire or ACH, or reinvest dividends
o Issue daily transaction confirmations and monthly or quarterly
statements
o Issue comprehensive clerical confirmation statements for maintenance
transactions
o Provide cost basis statements
o Mail prospectus, annual and semiannual reports, and other shareholder
communications to existing shareholders
o Implement the Trust's AML Procedures as contemplated by Article VII
o File IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders and/or
the IRS
o Handle load and multi-class processing, including rights of
accumulation and purchases by letters of intent
o Calculate 12b-1 plan fees
o Provide standards to structure forms and applications for efficient
processing
Follow up on IRAs, soliciting beneficiary and other information and
sending required minimum distribution reminder letters
o Provide basic report access (for one person)
o Conduct periodic postal clean-up
The foregoing services do not include correcting, verifying or addressing any
prior actions or inactions by any Fund or by any other prior service provider.
To the extent UMBFS agrees to take such actions, those actions taken shall be
deemed part of this service schedule.
OPTIONAL SERVICES
The Funds may contract with UMBFS to provide one or more of the following
optional services. Additional fees apply.
o UMBFS' array of Internet services, including Adviser Services, RIA/Broker
Services, Shareholder Services, NAV Services, Vision, Adviser Central and
email services.
o UMBISG VRU SERVICES
o Shareholder "welcome" packages with initial confirmation
o Access to UMBFS' Tax and Retirement Group to answer questions and
coordinate retirement plan options
o Money market funds for short-term investment or exchanges
o Dedicated service representatives
o Weekend shareholder services
o Customized reorder form tracking
o Give dealers access through NSCC's Fund/SERV and Networking
o Customized forms and applications
SCHEDULE C
TO THE
TRANSFER AGENCY AGREEMENT
BY AND BETWEEN
UMB SCOUT FUNDS
AND
UMB FUND SERVICES, INC.
FEE SCHEDULE
BASE FEE
o Per fund (per month) $3,000
o Share classes in addition to the first (per month per class) $750
ACCOUNT FEES
o Open account fee (per year)
o Quarterly /Annual dividend funds $8.50
Additional for redemption fee $0.75
o Monthly dividend funds $9.50
o Money Market funds $11.00
o Closed account fee (per year) $3.50
o One-time set-up (per account) $3.00
o Transaction fee (e.g., financial, maintenance) $1.50
o Automated transactions* $.25
o Omnibus account maintenance (per year) $150
*includes NSCC activity processing, AIP/SWP/auto exchanges, any required
IRS withholding
USA PATRIOT ACT FEES
o Per fund (per year) $2,000
o Research (per item) $2.50
o Additional account set-up (per non-individual account)* $1.00
o Suspicious Activity Report filing (per occurrence) $25.00
o Escheatment filing (per state) $50.00
*e.g., business account, trust account, partnership account, etc.
RETIREMENT ACCOUNTS (XXX/XXXX/OTHERS)
o Annual maintenance per account (may be charged to shareholders) $12.50
o Account Distribution fee (may be charged to shareholders) $12.50
o XXX Transfer fee (per occurrence) $7.50
ADVANCED REPORTING SOLUTION
o Annual Maintenance Fee $3,500
o Additional Interactive User License (per license per year) $1,000
o Analyst Named User License (per license per year)
$2,500
o Annual fee includes initial setup costs plus one Interactive User
license
DOCUMENT SERVICES
o Standard applications and forms in electronic format no charge
o Customized forms as quoted
o Pre-printed, machine ready statement inserts (per item) $.02
o Standard statement/confirm/tax form/check (per item)
o First page $.20
o Additional pages (per page) $.10
SHAREHOLDER SERVICES
o Telephone calls, letters/e-mails, research/lost shareholder (per
occurrence) $2.50
VRU SERVICES
o One-time VRU set-up fee $3,000
o Annual VRU maintenance fee $1,800
o VRU charge (per call) $ .40
REPROCESSING CHARGES
This charge applies when shareholder transactions are required to be reprocessed
as a result of NAV errors caused by the adviser or other entity unaffiliated
with UMBFS.
o Base Fee (per occurrence, per day, per fund) $750
o Transaction fee $1.00
INTERNET SERVICES
o BROKER BROWSER
o One-time set-up fee (standard) $1,000
o Inquiry no charge
o New account set-up, one-time fee per account $1.60
o Transactions* (per occurrence) $ .40
o Account maintenance (per occurrence) $ .50
*additional purchases, exchanges and redemptions
o SHAREHOLDER BROWSER
o One-time set-up fee $5,000
o Inquiry (per occurrence) $ .15
o New account set-up, one-time fee per account $1.60
o Transactions* (per occurrence) $ .40
o Account maintenance (per occurrence) $ .50
*additional purchases, exchanges and redemptions
o WEB-BASED DOCUMENT MAILINGS*
o One time set-up fee $1,500
o Per shareholder, per mailing $ .10
*statements, prospectuses, financial reports, etc.
o VISION (per fund family) $1,200/month
o ADVISER CENTRAL (per fund family) $1,200/month
PROGRAMMING AND SPECIAL PROJECT FEES
Additional fees at $150 per hour, or as quoted by project, may apply for special
programming or projects to meet your servicing requirements or to create custom
reports.
OPTIONAL SERVICES
To be determined by the services selected and the scope thereof.
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include but are not limited to: copying charges,
facsimile charges, inventory and record storage and reprocessing, statement
paper, check stock, envelopes, tax forms, postage and direct delivery charges,
tape/disk storage, travel, CPU usage, telephone and long distance charges,
retirement plan documents, NSCC participant billing, P.O. box rental, toll-free
number, customer identity check fees, bank account service fees and any other
bank charges.
SCHEDULE D
TO THE
TRANSFER AGENT AGREEMENT
BY AND BETWEEN
UMB SCOUT FUNDS
AND
UMB FUND SERVICES, INC.
RECORDS MAINTAINED BY UMBFS
Account applications
Canceled certificates plus stock powers and supporting documents
Checks including check registers, reconciliation records, any
adjustment records and tax withholding documentation
Indemnity bonds for replacement of lost or missing stock certificates
and checks
Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
Shareholder correspondence
Shareholder transaction records
Share transaction history of the Funds
