MASTER SERVICES AGREEMENT
New Age Alpha Funds Trust N-1A/A
Exhibit 99.(h)(1)
This Master Services Agreement (this “Agreement”), dated June 6, 2024, is between New Age Alpha Funds Trust (the “Trust”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
Background
The Trust is an open-end management investment company registered or to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). It desires that Xxxxxxx perform certain services for each of its series listed on Schedule A (as amended from time to time) (individually referred to herein as a “Fund” and collectively as the “Funds”). Xxxxxxx is willing to perform such services on the terms and conditions set forth in this Agreement.
Terms and Conditions
| 1. | Retention of Ultimus |
The Trust retains Ultimus as the service provider on behalf of each Fund for the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. Xxxxxxx accepts such employment to perform the selected Services.
| ☒ | Fund Accounting Addendum |
| ☒ | Fund Administration Addendum |
| ☒ | Transfer Agent and Shareholder Servicing Addendum |
| 2. | Allocation of Charges and Expenses |
| 2.1. | Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement. Xxxxxxx shall also pay all compensation of any officers of the Trust who are affiliated persons of Xxxxxxx, except when such person is serving as the Trust’s chief compliance officer. |
| 2.2. | The Trust, on behalf of each Fund, assumes and shall pay or cause to be paid all other expenses of the Trust or a Fund not otherwise allocated under this Section 2, including, without limitation: organization costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, information statements, proxy statements, and related materials; all expenses incurred in connection with issuing and redeeming shares; the costs of custodial services; the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws; fees and reimbursable expenses of Trustees who are not affiliated persons of Ultimus or the investment adviser(s) to the Trust; insurance premiums; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of investment advisers to the Trust. |
| 3. | Compensation |
| 3.1. | The Trust, on behalf of each Fund, shall pay for the Services to be provided by Xxxxxxx under this Agreement per, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement. |
| 3.2. | If this Agreement becomes effective after the first day of a month, Xxxxxxx’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, Xxxxxxx’ compensation for that part of the month in which the Agreement is in effect shall be equal to a full calendar month’s worth of fees as calculated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. The Trust shall promptly pay Xxxxxxx’ compensation for the preceding month. |
| 3.3. | If the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement to comply with such requirements and provide for additional compensation for Xxxxxxx as mutually agreed to by the parties. |
| 3.4. | If any fees are disputed, the Trust shall, on or before the due date, pay all undisputed amounts due hereunder and notify Xxxxxxx in writing of any disputed fees which it is disputing in good faith. Payment for such disputed fees shall be due on or before the tenth (10th) business day after the day Xxxxxxx provides the Trust documentation that reasonably supports the disputed charges to the Trust. |
| 4. | Reimbursement of Expenses |
In addition to paying Xxxxxxx the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following:
| 4.1. | Reasonable travel and lodging expenses incurred by officers and employees of Xxxxxxx in connection with attendance at meetings of the Trust’s Board of Trustees (the “Board”) or any committee thereof and shareholders’ meetings; |
| 4.2. | All freight and other delivery charges incurred by Xxxxxxx in delivering materials on behalf of the Trust; |
| 4.3. | All direct telephone, telephone transmission, and telecopy or other electronic transmission expenses incurred by Xxxxxxx in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; |
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| 4.4. | The cost of obtaining secondary security market quotes and any securities data, including, but not limited to, the cost of fair valuation services and the cost of obtaining corporate action related data and securities master data; |
| 4.5. | The cost of electronic or other methods of storing records and materials; |
| 4.6. | All fees and expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming, or systems modifications required to provide any special reports or services requested by the Trust; |
| 4.7. | Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of Xxxxxxx who may otherwise be named as an authorized representative of the Trust for certain purposes; |
| 4.8. | A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); |
| 4.9. | A reasonable allocation of the cost of GainsKeeper® software, used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and |
| 4.10. | Any additional expenses reasonably incurred by Xxxxxxx in performing its duties and obligations under this Agreement. |
| 5. | Maintenance of Books and Records; Record Retention |
| 5.1. | Xxxxxxx shall maintain and keep current the accounts, books, records, and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a-1 under the Investment Company Act. |
| 5.2. | Ownership of Records |
| A. | Xxxxxxx agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Trust or Fund. |
| B. | Xxxxxxx agrees to provide the Client Records to the Trust or a Fund, at the expense of the Trust or Fund, upon reasonable request, and to make such books and records available for inspection by the Trust, a Fund, or its regulators at reasonable times. |
| C. | Xxxxxxx agrees to furnish to the Trust or a Fund, at the expense of the Trust or Fund, all Client Records in the electronic or other medium in which such material is then maintained by Xxxxxxx as soon as practicable after any termination of this Agreement. Unless otherwise required by applicable law, rules, or regulations, Xxxxxxx shall promptly turn over to the Trust or Fund or, upon the written request of the Trust or Fund, destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule, or regulation to maintain any Client Records, it will provide the Trust or Fund with copies as soon as reasonably practical after the termination. |
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| 5.3. | Xxxxxxx agrees to keep confidential all Client Records, except when requested to divulge such information by duly constituted authorities or court process. |
| 5.4. | If Xxxxxxx is requested or required to divulge such information by duly constituted authorities or court process, Ultimus shall, unless prohibited by law, promptly notify the Trust or Fund of such request(s) so that the Trust or Fund may seek at its expense, an appropriate protective order. |
| 6. | Subcontracting |
Ultimus may, at its expense, subcontract with any entity or person concerning the provision of the Services; provided, however, that Xxxxxxx shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and that Xxxxxxx shall be responsible, to the extent provided in Section 10, for all acts of a subcontractor.
| 7. | Effective Date |
| 7.1. | This Agreement shall become effective as of the date first above written for each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (the “Agreement Effective Date”). |
| 7.2. | Each Addendum shall become effective as of the date first written in the Addendum concerning each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation). |
| 8. | Term |
| 8.1. | Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for three years from the date first written above (the “Initial Term”). |
| 8.2. | Renewal Terms. Immediately following the Initial Term this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”). |
| 8.3. | Termination. A party may terminate this Agreement under the following circumstances. |
| A. | Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate this Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean: |
| (1) | a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party; |
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| (2) | the Non-Terminating Party takes a position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to agree on the position within the 30-day notice period; |
| (3) | a final and unappealable judicial, regulatory, or administrative ruling or order in which the Non-Terminating Party has been found guilty of criminal or unethical behavior in the conduct of its business; |
| (4) | the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under the Bankruptcy Code of the United States Code, as then in effect; |
| (5) | if the Board approves the liquidation of a Fund, this Agreement may be terminated concerning such Fund only, and such termination shall be deemed to be for “good cause,” provided that this Agreement remains in full force and effect concerning all non-liquidating Funds; the only exception being if the liquidating Fund is the last or only Fund in the Trust, in which event this Agreement shall be terminated in its entirety upon liquidation of that sole remaining Fund. Such termination shall be deemed to be for “good cause.” |
| B. | Out-of-Scope Termination. If the Trust or Fund demands services that are beyond the scope of this Agreement or a Fund’s investment strategy, structure, holdings, or other aspects of a Fund’s operations deviate in any material respect from those Xxxxxxx understood to exist during the initial due diligence and onboarding stage, such that Ultimus is (or will be) required to employ resources, whether in the form of additional man hours, investment or otherwise, beyond what was originally anticipated by Xxxxxxx (collectively, the “Out-of-Scope Services”), and the parties cannot agree on appropriate terms relating to such Out-of-Scope Services, Ultimus may terminate this Agreement upon not less than 90 days’ prior written notice. |
| C. | End-of-Term Termination. A party can terminate this Agreement at the end of the Initial Term or a Renewal Term by providing written notice of termination to the other party at least 150 days before the end of the Initial Term or then-current Renewal Term. |
| D. | Early Termination. Any termination of this Agreement in whole or in part other than under Section 8.3.A-C is deemed an “Early Termination.” The Trust or Fund(s) effecting such Early Termination shall be subject to an “Early Termination Fee” equal to $60,000 per Fund. |
| E. | Final Payment. Any unpaid compensation, reimbursement of expenses, or Early Termination Fee is due to Ultimus within 15 calendar days of the termination date provided in the notice of termination. |
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| 8.4. | No Waiver. Failure by either party to terminate this Agreement for a particular cause shall not constitute a waiver of its right to subsequently terminate this Agreement for the same or any other cause. |
| 9. | Additional Funds or Classes of Shares |
If the Trust establishes one or more series or classes of shares after the Agreement Effective Date, each such series or class of shares shall become, at the discretion of the Trust and Ultimus, a Fund or class of shares of a Fund (as applicable) under this Agreement and shall be added to Schedule A and the applicable Fee Letter(s) as appropriate.
| 10. | Standard of Care; Limits of Liability; Indemnification |
| 10.1. | Standard of Care. Each party’s duties are limited to those expressly set forth in this Agreement, and the parties do not assume any implied duties. Each party shall use its best efforts to perform its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses, or costs arising out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses, or costs arising out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. |
| 10.2. | Limits of Liability |
| A. | Xxxxxxx shall not be liable for any Losses (as defined below) arising from the following: |
| (1) | performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or item of any kind that Ultimus reasonably believes to be genuine and to have been signed, presented, or furnished by a duly authorized representative of the Trust or any Fund (other than an employee or other affiliated persons of Xxxxxxx who may otherwise be named as an authorized representative of the Trust for certain purposes); |
| (2) | operating under its initiative, in good faith and accordance with the standard of care set forth herein, in performing its duties or the Services; |
| (3) | using valuation information provided by the Trust’s approved third-party pricing service(s) or the investment adviser(s) to the Fund to value a Fund’s portfolio holdings; |
| (4) | any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Ultimus’ reasonable control, including, without limitation, corrupt, faulty, or inaccurate data provided to Ultimus by third parties; |
| (5) | any error, action, or omission by the Trust or other past or current service provider; and |
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| (6) | any failure to properly register the Fund’s shares under the Securities Act or any state blue sky laws. |
| B. | Ultimus may apply to the Trust at any time for instructions. They may consult with counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Xxxxxxx’ duties or the Services. Xxxxxxx shall not be liable or accountable for any action taken or omitted by it in good faith following such instruction or with the reasonable opinion of counsel, accountants, or other experts qualified to render such opinion. |
| C. | A copy of the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) is on file with the Secretary of State (or equivalent authority) of the state in which the Trust is organized, and notice is hereby given that this instrument is executed on behalf of the Trust and not the Trustees individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, that Fund), and Ultimus shall look only to the assets of the Trust (or the particular Fund, as applicable), for the satisfaction of such obligations. |
| D. | Xxxxxxx shall not be held to have notice of any change of authority of any officer, agent, representative, or employee of the Trust or any Fund, the Trust’s or any Fund’s investment adviser, or any of the Trust’s or Fund’s other service providers until receipt of written notice thereof from the Trust or Fund (as applicable). As used in this Agreement, “investment adviser” includes all sub-advisers or persons performing similar services. |
| E. | The Board has and retains sole responsibility for oversight of all compliance matters relating to the Funds, including, but not limited to, compliance with the Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance. |
| F. | To the maximum extent permitted by law, the Trust agrees to limit Ultimus’ liability for the Trust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Ultimus under this Agreement during the most recent rolling 12-month period or the actual period this Agreement has been in effect if less than 12 months. This limitation shall apply regardless of the cause of action or legal theory asserted. |
| G. | In no event shall Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential, or exemplary damages, or lost profits, whether or not such damages were foreseeable or Xxxxxxx was advised of the possibility thereof. Xxxxxxx shall not be liable for any corrupt, faulty, or inaccurate data provided to Ultimus by any third parties (including, without limitation, any investment adviser to the Funds) for use in delivering Ultimus’ Services to the Trust or a Fund and Ultimus shall have no duty to independently verify and confirm the accuracy of third-party data. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section. |
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| 10.3. | Indemnification |
| A. | Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees, directors, managers, officers, employees, and other agents (collectively, the “Indemnitees” and each an “Indemnitee”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, and expenses (including attorney fees and investigation expenses) (collectively, “Losses”) arising out of (1) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material breach by the Indemnifying Party or its affiliated persons or agents of this Agreement. |
| B. | Notwithstanding the preceding provisions, the Trust or Fund shall indemnify Ultimus for Xxxxxxx’ Losses arising from circumstances under Section 10.2.A. |
| C. | Upon the assertion of a claim for which either party may be required to indemnify the other, the Indemnitee shall promptly notify the Indemnifying Party of such assertion and keep the Indemnifying Party advised concerning all developments concerning such claim. Notwithstanding the preceding, the failure of the Indemnitee to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. |
| D. | The Indemnifying Party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its name or the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify the Indemnitee except with the Indemnifying Party’s prior written consent. |
| 10.4. | The provisions of this Section 10 shall survive termination of this Agreement. |
| 11. | Force Majeure. |
Neither party will be liable for Losses, loss of data, delay of Services, or any other issues caused by events beyond its reasonable control, including, without limitation, delays by third-party vendors and/or communications carriers, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots, pandemics, failure of the mails, transportation, communication, or power supply.
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| 12. | Representations and Warranties |
| 12.1. | Joint Representations. Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
| (A) | It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. |
| (B) | To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations, and such registration will remain in full force and effect for the duration of this Agreement. |
| (C) | For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). |
| (D) | It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. |
| (E) | This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. |
| (F) | Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation. |
| 12.2. | Representations of the Trust. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
| (A) | (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. |
| (B) | It shall cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by Xxxxxxx, to enable Xxxxxxx to perform its duties and obligations under this Agreement. To the extent the Trust, the Fund, the investment adviser(s), or any other service provider to the Fund is/are unable to supply Ultimus with all of the information necessary for Ultimus to perform the Services, Xxxxxxx will not be able to fully perform the Services. They will not be responsible for such failure. |
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| (C) | The Trust’s Agreement and Declaration of Trust, Bylaws, registration statement, and each Fund’s organizational documents and prospectus are true and accurate. They will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. |
| (D) | Each of the employees of Ultimus that serves or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary, and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and notify Xxxxxxx immediately should the Policy be canceled or terminated. |
| (E) | Any officer of the Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in writing from the Trust and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time. |
| 13. | Insurance |
| 13.1. | Maintenance of Insurance Coverage. Each party agrees to maintain professional liability insurance coverage of the type and amount reasonably customary in its industry throughout the term of this Agreement. Upon request, a party shall furnish the other party with pertinent information concerning its professional liability insurance coverage. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts. |
| 13.2. | Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefore. |
| 14. | Information Provided by the Trust |
| 14.1. | Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Trust will furnish to Ultimus the following: |
| (A) | copies of the Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed; |
| (B) | the Trust’s Bylaws and any amendments to it; |
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| (C) | certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement, and authorization for specified officers of the Trust to instruct Ultimus thereunder; |
| (D) | a list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct Xxxxxxx in all matters; |
| (E) | the Trust’s registration statement and all amendments to it filed with the SEC pursuant to the Securities Act and the Investment Company Act; |
| (F) | the Trust’s notification of registration under the Investment Company Act on Form N-8A as filed with the SEC; |
| (G) | the Trust’s current prospectus and statement of additional information for each Fund; |
| (H) | an accurate, current list of shareholders of each existing series of the Trust, if applicable, showing each shareholder’s address of record, number of shares owned, and whether such shares are represented by outstanding share certificates; |
| (I) | copies of the current plan of distribution adopted by the Trust under Rule 12b-1 under the Investment Company Act for each Fund, if applicable; |
| (J) | copies of the current investment advisory agreement and current investment sub-advisory agreement(s), if applicable, for each Fund; |
| (K) | copies of the current underwriting agreement for each Fund; |
| (L) | contact information for each Fund’s service providers, including, but not limited to, the Fund’s administrator, custodian, transfer agent, independent accountants, legal counsel, underwriter and chief compliance officer; and |
| (M) | a copy of procedures adopted by the Trust under Rule 38a-1 under the Investment Company Act. |
| 14.2. | After the Agreement Effective Date. After the Agreement Effective Date, the Trust will furnish to Ultimus any amendments to the items listed in Section 14.1. |
| 15. | Compliance with Law |
The Trust assumes full responsibility for the preparation, contents, and distribution of each prospectus of a Fund and further agrees to comply with all applicable requirements of the Federal Securities Laws and any other laws, rules, and regulations of governmental authorities having jurisdiction over the Trust or a Fund, including, but not limited to, the Internal Revenue Code, the USA PATRIOT Act of 2001, and the Xxxxxxxx-Xxxxx Act of 2002, each as amended.
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| 16. | Privacy and Confidentiality |
| 16.1. | Definition of Confidential Information. The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to: |
| (A) | any information concerning technology, such as systems, source code, databases, hardware, software, programs, applications, engaging protocols, routines, models, displays, and manuals; |
| (B) | any unpublished information concerning research activities and plans, customers, clients, shareholders, strategies and plans, costs, and operational techniques; |
| (C) | any unpublished financial information, including information concerning revenues, profits and profit margins, and costs or expenses; and |
| (D) | Customer Information (as defined below). |
Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally or marked appropriately.
| 16.2. | Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Trust. “Customer Information” shall mean all non-public, personally identifiable information as defined by the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”). |
| 16.3. | Treatment of Confidential Information |
| (A) | Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. |
| (B) | Without limiting the preceding, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. |
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| (C) | Each party further agrees that: |
| (1) | The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit the use of Confidential Information solely for this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; |
| (2) | Notwithstanding the preceding, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing Party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; |
| (3) | Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance, or other information regarding investment companies; and |
| (4) | The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use. It will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information. |
| 16.4. | Severability. This provision and the obligations under this Section 16 shall survive termination of this Agreement. |
| 17. | Press Release |
Within the first 60 days following the Agreement Effective Date, the Trust agrees to review in good faith a press release (in any format or medium) announcing the Agreement with Xxxxxxx, provided that Xxxxxxx must obtain the Trust’s written consent prior to publication of such release, which consent shall not be unreasonably denied by the Trust.
| 18. | Non-Exclusivity |
The services of Ultimus rendered to the Trust are not deemed exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers, or employees who also may be a trustee, officer or employee of the Trust, or persons who are otherwise affiliated persons of the Trust to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature or to render services of any kind to any other person.
| 19. | Arbitration |
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in New York, NY, according to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
| New Age Alpha Funds Trust Ultimus Master Services Agreement June 6, 2024 | Page 13 of 16 |
This arbitration provision shall be enforced and interpreted exclusively under applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.
| 20. | Notices |
Any notice provided under this Agreement shall be sufficiently given when delivered personally by hand or received by electronic mail, overnight delivery, or certified mail at the following address.
| 20.1. | If to the Trust: |
New Age Alpha Funds Trust
Attn: President
000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx X000
Rye, New York 10580
Email: [_____]
With a copy to:
FinTech Law, LLC
Attn: Xx Xxxxxx
0000 Xxxxxx Xxxxx Xx.
Cincinnati, Ohio 45244
| 20.2. | If to Ultimus: |
Ultimus Fund Solutions, LLC
Attn: General Counsel
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Elkhorn, NE 68022
Email: xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
| 21. | General Provisions |
| 21.1. | Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the parties’ entire understanding and supersede any other agreement relating to the Services. |
| 21.2. | Conflicts. In the event of any conflict between this Agreement and any Appendices or Addendum to it, this Agreement shall control. |
| 21.3. | Amendments. The parties may only amend, modify, or waive all or part of this Agreement by written amendment or waiver signed by both parties. |
| New Age Alpha Funds Trust Ultimus Master Services Agreement June 6, 2024 | Page 14 of 16 |
| 21.4. | Assignments. |
| (A) | Except as provided in this Section 21.4, this Agreement and the rights and duties hereunder shall not be assignable by either of the parties except by the specific written consent of the non-assigning party. |
| (B) | The terms and provisions of this Agreement shall become automatically applicable to any investment company that is the successor to the Trust because of reorganization, recapitalization, or change of domicile. |
| (C) | Ultimus may, to the extent permitted by law and in its sole discretion, assign all its rights and interests in this Agreement to an affiliate, parent, subsidiary, or the purchaser of substantially all of its business, provided that Ultimus provides the Trust at least 90 days’ prior written notice. |
| (D) | This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. |
| 21.5. | Governing Law. This Agreement shall be construed under the laws of New York and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the state of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. |
| 21.6. | Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. |
| 21.7. | Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which, when executed, shall be deemed to be an original. Still, such counterparts shall together constitute but the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement. |
| 21.8. | Severability. If any part, term, or provision of this Agreement is held to be illegal, in conflict with any law, or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, 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 provisions held to be illegal or invalid. |
Signatures are located on the next page.
| New Age Alpha Funds Trust Ultimus Master Services Agreement June 6, 2024 | Page 15 of 16 |
The parties duly executed this Agreement as of June 6, 2024.
| New Age Alpha Funds Trust | Ultimus Fund Solutions, LLC | |||
| By: |  |
By: |  | |
| Name: | Xxxxx X. Xxxx | Name: | Xxxx Xxxxxxx | |
| Title: | President | Title: | Chief Executive Officer |
| New Age Alpha Funds Trust Ultimus Master Services Agreement June 6, 2024 | Page 16 of 16 |
SCHEDULE A
to the
Master Services Agreement
between
New Age Alpha Funds Trust
and
Ultimus Fund Solutions, LLC
dated June 6, 2024
Fund Portfolio(s)
NAA Large Core Fund
Fund Accounting Addendum
for
New Age Alpha Funds Trust
This Fund Accounting Addendum, dated June 6, 2024, is between New Age Alpha Funds Trust (the “Trust”), on its behalf, and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement dated June 6, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.
Fund Accounting Services
| 1. | Performance of Daily Accounting Services |
Xxxxxxx shall perform the following accounting services daily for each Fund, each per the Fund’s prospectus and statement of additional information:
| 1.1. | calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1.2 below; |
| 1.2. | obtain security prices from independent pricing services, or if such quotes are unavailable and/or have been subject to override by the Fund’s investment adviser, then obtain such prices from each Fund’s investment adviser or its designee; |
| 1.3. | verify and reconcile with the Funds’ custodian cash and all daily activity; |
| 1.4. | compute, as applicable, each Fund’s net income and realized capital gains, dividend payables, dividend factors, and weighted average portfolio maturity; |
| 1.5. | accrue income of each Fund based upon income estimates obtained from independent pricing services, or if such income estimates are unavailable, then upon income estimates obtained from each Fund’s investment adviser or its designee; |
| 1.6. | record investment trades received in proper form from each Fund or its authorized agents on the industry standard T+1 basis; |
| 1.7. | calculate Fund expenses based on instructions from each Fund’s administrator or entity approved by the Board; |
| 1.8. | determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions, and (3) income and expense accounts; |
| 1.9. | provide system-generated accounting reports in connection with each Fund’s regular annual audit and other audits and examinations by regulatory agencies; |
| 1.10. | provide such ad hoc reports as agreed to by the parties; |
| 1.11. | prepare and maintain the following records upon receipt of information in proper form from each Fund or its authorized agents: (1) cash receipts journal; (2) cash disbursements journal; (3) dividend record; (4) purchase and sales-portfolio securities journals; (5) subscription and redemption journals; (6) security ledgers; (7) broker ledger; (8) general ledger; (9) daily expense accruals; (10) daily income accruals, (11) securities and monies borrowed or loaned and collateral therefore; (12) foreign currency journals; and (13) trial balances; |
| New Age Alpha Funds Trust Fund Accounting Addendum | Page 1 of 4 |
| 1.12. | provide information typically supplied in the investment company industry to companies that track or report price, performance, or other information concerning investment companies; |
| 1.13. | provide accounting information to each Fund’s independent registered public accounting firm for preparation of the Fund’s tax returns; and |
| 1.14. | cooperate with and take reasonable actions in performing its duties under this Agreement so that all necessary information is made available to each Fund’s independent public accountants in connection with any audit or the preparation of any report requested by the Fund. |
| 2. | Accounting Services Related to Odd Lot Pricing |
If, in addition to those services described under Section 1 [Performance of Daily Accounting Services] of this Fund Accounting Addendum, the Trust or a Fund’s investment adviser informs Ultimus that one or more Fund(s) holds or will hold any security in a quantity constituting an odd lot (as opposed to a round lot), Ultimus will undertake to perform such additional procedures as are determined necessary by the Board to price such security, including, if applicable, the application of a discount to the pricing obtained from any independent pricing service(s); provided, however, that any such additional procedures to be performed in connection with securities held in quantities constituting an odd lot, are clearly delineated in a written odd lot pricing methodology and procedure approved by the Board; it being further understood and agreed by the parties hereto that Xxxxxxx shall be compensated in the form of an odd lot pricing fee for performing such additional procedures, and, notwithstanding anything in the Agreement to the contrary, including, without limitation, any duty of care or indemnification obligation that Xxxxxxx might otherwise owe to the Trust or any Fund, Xxxxxxx will not be liable for any NAV error that may arise out of any incorrect, incomplete, or missing data provided to Ultimus by the Fund’s investment adviser or any sub-adviser to the Fund as part of any odd lot pricing procedures approved by the Board, and the Trust hereby agrees to indemnify Ultimus for and hold Ultimus harmless from any such liability.
| 3. | Derivatives Risk Management Program Support Services |
Ultimus may, at the election of the Trust, provide certain of the Funds with the Derivatives Risk Management Program Support Services described below, under Rule 18f-4 under the Investment Company Act (“Rule 18f-4”):
| a. | Manage derivatives-specific data, update security master files, and load each Fund’s portfolio composition and derivatives-specific data into Confluence software; |
| b. | Deliver daily derivatives exposure and value-at-risk (“VaR”) reports generated by the Confluence software to each Fund’s investment adviser (“Adviser”) and the Trust’s Chief Compliance Officer and make available reporting for weekly stress testing and back-testing calculations performed by the Confluence software; |
| c. | Provide Adviser access to the Confluence software in order that Adviser may calculate derivatives exposure for each Fund it advises and make other derivatives risk management calculations as required by Rule 18f-4 (e.g., daily VaR calculations, weekly back-testing, and weekly stress-testing); |
| d. | Provide the Adviser a board reporting template; and |
| New Age Alpha Funds Trust Fund Accounting Addendum | Page 2 of 4 |
| e. | Provide the Board access to an independent derivatives expert (a “Derivatives Expert”) capable of supporting the Board’s efforts in effecting compliance oversight as required by Rule 18f-4 and the Trust’s related Derivatives Risk Management Program. |
In providing the Derivatives Risk Management Program Support Services, in each instance where Xxxxxxx has committed to provide Adviser with access to VaR reports or other derivatives-related information, Adviser may, with Xxxxxxx’ consent, elect to have Xxxxxxx deliver the same reports and information to an Ultimus approved third party 18f-4 service provider/designee; with the understanding that delivery of such information to such third party 18f-4 service provider/designee may incur additional fees.
Alternatively, the Trust may elect to forego receipt of the Derivatives Risk Management Program Support Services and instead deliver (or cause to be delivered) to Ultimus derivatives data required to be reported monthly on Form N-PORT, in which case Ultimus’ services (the “18f-4/N-PORT Support Services”) will be limited to taking receipt of that derivatives data, manually loading that data into its reporting system, and reporting the required derivatives information on Form N-PORT monthly.
The Adviser has and retains sole responsibility for identifying derivative securities. Xxxxxxx’ provision of Derivatives Risk Management Program Support Services or 18f-4/N-PORT Support Services hereunder shall not relieve the Adviser of such responsibilities, and under no circumstances will Ultimus share in those responsibilities except as expressly agreed upon in this Fund Accounting Addendum.
| 4. | Special Reports and Services |
| 4.1. | Ultimus may agree (but shall be under no obligation) to provide additional special reports upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon by the parties prior to the reports being made available. |
| 4.2. | Ultimus may agree (but shall be under no obligation) to provide such other similar services concerning a Fund as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided. |
Signatures are located on the next page.
| New Age Alpha Funds Trust Fund Accounting Addendum | Page 3 of 4 |
The parties duly executed this Fund Accounting Addendum as of June 6, 2024.
| New Age Alpha Funds Trust | Ultimus Fund Solutions, LLC | |||
| on its behalf and on behalf of the Funds | ||||
| By: | |
By: | | |
| Name: | Xxxxx X. Xxxx | Name: | Xxxx Xxxxxxx | |
| Title: | President | Title: | Chief Executive Officer |
| New Age Alpha Funds Trust Fund Accounting Addendum | Page 4 of 4 |
Fund Administration Addendum
for
New Age Alpha Funds Trust
This Fund Administration Addendum, dated June 6, 2024, is between New Age Alpha Funds Trust (the “Trust”), on its behalf and on behalf of the Funds listed in Scheduled A to that certain Master Services Agreement dated June 6, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.
Concerning each Fund electing Fund Administration Services, Ultimus shall provide the following services subject to and in compliance with the objectives, policies, and limitations set forth in the Trust’s Registration Statement, the Trust’s organizational documents, bylaws, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:
| 1. | In performing the Services, Xxxxxxx will act as a liaison among the Trust’s service providers, including, but not limited to, its: custodian, transfer agent, fund accountant and dividend disbursing agent, legal counsel, and audit firm; |
| 2. | Upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, XXXXX xxxxxxxxx, and proxy solicitors (such parties may be affiliates of Ultimus); |
| 3. | Prepare and maintain the Trust’s operating expense budget to determine proper expense accruals to be charged to each Fund to calculate its daily net asset value; |
| 4. | Prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections, and fee waiver/expense reimbursement projections periodically as mutually agreed; |
| 5. | Prepare authorization for the payment of Trust expenses and pay, from Trust assets, all authorized bills of the Trust; |
| 6. | Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Trust’s independent public accountants; |
| 7. | Compute performance data required for inclusion in fund financial reports and disseminate such data to information services covering the investment company industry for sales literature of the Trust and other appropriate purposes; |
| 8. | Provide other information typically supplied in the investment company industry as mutually agreed to companies that track or report price, performance, or other information concerning investment companies; |
| 9. | Prepare and coordinate the delivery of semi-annual and annual financial statements; |
| New Age Alpha Funds Trust Fund Administration Addendum | Page 1 of 5 |
| 10. | Coordinate the Trust’s audits and examinations by: |
| a. | assisting each Fund’s independent public accountants, or, upon approval of the Trust, any regulatory body, in any requested review of a Fund’s accounts and records, as mutually agreed upon; |
| b. | providing appropriate financial schedules (as requested by a Fund’s independent public accountants or SEC examiners), as mutually agreed; and |
| c. | providing office facilities as may be required. |
| 11. | Facilitate, register, or prepare applicable notice or other filings as directed by l the Fund’s investment adviser concerning the Shares with the various states and territories of the United States and other securities commissions, provided that all fees for the registration of Shares or for qualifying or continuing the qualification of the Trust shall be paid by the Trust; |
| 12. | In consultation with legal counsel to the Trust, the investment adviser, officers of the Trust, and other relevant parties collect, prepare, and disseminate digital materials for quarterly meetings of the Board, including agendas and selected financial information as agreed upon by the Trust and Xxxxxxx from time to time; attend and participate in quarterly Board meetings to the extent requested by the Board; and prepare or cause to be prepared minutes of the quarterly meetings of the Board as agreed upon; |
| 13. | In consultation with legal counsel for the Trust, assist in and monitor the preparation, filing, printing, and, where applicable, dissemination to shareholders of the following: |
| a. | post-effective amendments to the Trust’s Registration Statement on Form N-1A pursuant to Rule 485(b); |
| b. | periodic reports to the Trustees, shareholders, and the SEC, including but not limited to annual reports and semi-annual reports; |
| c. | notices pursuant to Rule 24f-2 (as applicable); and |
| d. | reports to the SEC on Forms N-CEN, N-CSR, N-PORT, and N-PX (as applicable). |
| 14. | Provide the Fund(s) with an end-to-end solution to prepare and transmit annual and semi-annual shareholder reports designed to be compliant with the SEC’s tailored shareholder reporting requirements (the “Tailored Shareholder Report Services”). Funds will be provided with tailored shareholder report (“TSR”) templates to choose from. Upon written notification to Ultimus, a Fund may opt out of the Tailored Shareholder Report Services. In this event, Ultimus will extract from Ultimus’ systems the data required to prepare a TSR and deliver that data in an electronic format to the Fund or its designee (the “Data Extract Only Services”). |
| 15. | Monitor sales of Shares and ensure that the Shares are properly and duly registered with the SEC; |
| 16. | Review the Trust’s federal, state, and local tax returns as prepared and signed by the Trust’s independent public accountants; and |
| New Age Alpha Funds Trust Fund Administration Addendum | Page 2 of 5 |
| 17. | Monitor Fund holdings and operations for post-trade compliance with the Prospectus and Statement of Additional Information, SEC statutes, rules, regulations, and policies and at the direction of the Fund’s independent public accountants and Trust counsel, monitor Fund holdings for compliance with IRS taxation limitations and restrictions and applicable Federal Accounting Standards Board rules, statements and interpretations; provide periodic compliance reports to each investment adviser or sub-adviser to the Trust, and assist the Trust, the Adviser and each sub-adviser to the Trust (collectively referred to as “Advisers”) in preparation of periodic compliance reports to the Trust, as applicable. Post-trade compliance testing will be performed in accordance with testing policies and procedures, which, in Ultimus’ sole determination, are reasonably designed to comport with industry-standard post-trade compliance testing practices. Because such post-trade compliance testing is performed using fund accounting data and data provided by third-party sources, including, without limitation, the Adviser(s), its accuracy is dependent upon the accuracy of such data, and the Trust agrees and acknowledges that Xxxxxxx is not liable for the accuracy or inaccuracy of such data. The Trust further agrees and acknowledges that the post-trade compliance testing performed by Xxxxxxx shall not relieve the Trust or the Adviser(s) of their responsibilities concerning fund portfolio compliance, including on a pre-trade basis, and that Xxxxxxx shall not be held liable for any act or omission of the Trust or the Adviser concerning fund portfolio compliance. Moreover, and notwithstanding the preceding, Ultimus’ ability and therefore its obligation to perform post-trade compliance testing shall be wholly dependent upon its timely receipt from third-party sources, including as applicable the Adviser(s), of all data necessary in Ultimus’ sole determination to properly perform such post-trade compliance testing, and, should Ultimus determine it to be necessary, the Adviser(s) shall be required to arrange for Ultimus to have secure look-through access to private fund holdings. |
| 18. | Provide individuals reasonably acceptable to the Board to serve as officers of the Fund, including, without limitation, individuals to serve as assistant treasurer, secretary, and assistant secretary who will be responsible for the management of certain of the Fund’s affairs as determined and under supervision by the Board; depending on the nature and scope of any such officer appointment, Ultimus may be entitled to an additional fee (as set forth in the Fund Administration Fee Letter). |
Special Reports and Services
| 1. | Ultimus may provide additional special reports upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon by the parties prior to the reports being made available. |
| 2. | Ultimus may provide such other similar services concerning a Fund as may be reasonably requested by the Trust, such as assistance with information statements, Proxy Statements, or Form N-14, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided. |
Additional Regulatory Services
Ultimus may provide other regulatory services not specifically listed herein upon such terms and for such fees as the parties hereto agree. Such other regulatory services may include, without limitation, (i) the drafting of initial registration statements and amendments to them pursuant to Rule 485(a) under the Securities Act of 1933, (ii) the drafting of proxy statements and related materials in connection with the Trust’s shareholder meetings, and (iii) the preparation of materials for, attendance at, and drafting of minutes for organizational and special Board meetings.
Tax Matters
Xxxxxxx does not provide tax advice. Nothing in the Master Services Agreement or this Fund Administration Addendum shall be construed or have the effect of rendering tax advice. The Trust or a Fund must consult a professional tax advisor regarding its individual tax situation.
| New Age Alpha Funds Trust Fund Administration Addendum | Page 3 of 5 |
Legal Representation
Notwithstanding any provision of the Master Services Agreement or this Fund Administration Addendum to the contrary, Xxxxxxx will not provide legal representation to the Trust or any Fund, including through the use of attorneys that are employees of, or contractually engaged by, Xxxxxxx. The Trust acknowledges that in-house Ultimus attorneys exclusively represent Xxxxxxx and will rely on outside counsel retained by the Trust to review all services provided by in-house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Trust, any information provided to Ultimus attorneys will not be privileged and may be subject to compulsory disclosure under certain circumstances. Xxxxxxx represents that it will maintain the confidentiality of the information disclosed to its in-house attorneys on a best-efforts basis.
Signatures are located on the next page.
| New Age Alpha Funds Trust Fund Administration Addendum | Page 4 of 5 |
The parties duly executed this Fund Administration Addendum as of June 6, 2024.
New Age Alpha Funds Trust on its behalf and on behalf of the Funds |
Ultimus Fund Solutions, LLC | |||
| By: | |
By: | | |
| Name: | Xxxxx X. Xxxx | Name: | Xxxx Xxxxxxx | |
| Title: | President | Title: | Chief Executive Officer |
| New Age Alpha Funds Trust Fund Administration Addendum | Page 5 of 5 |
Transfer Agent and Shareholder Services Addendum
for
New Age Alpha Funds Trust
This Transfer Agent and Shareholder Services Addendum, dated June 6, 2024, is between New Age Alpha Funds Trust (the “Trust”), on its behalf, and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement, dated June 6, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.
Transfer Agent and Shareholder Services
| 1. | Shareholder Transactions |
Ultimus shall provide the Trust with shareholder transaction services, including:
| 1.1. | process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es), applying all applicable redemption or other miscellaneous fees; |
| 1.2. | set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans, and cost basis disposition method, |
| 1.3. | assist shareholders in making changes to their account information included in 1.2; |
| 1.4. | issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); |
| 1.5. | issue quarterly statements for shareholders, interested parties, broker firms, branch offices, and registered representatives; |
| 1.6. | act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding, and Foreign Account Tax Compliance Act (“FATCA”) withholding; |
| 1.7. | record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; |
| 1.8. | perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); |
| 1.9. | provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; |
| 1.10. | withholding taxes on non-resident alien accounts, pension accounts, and per state requirements; |
| New Age Alpha Funds Trust Transfer Agent and Shareholder Services Addendum | Page 1 of 5 |
| 1.11. | produce, print, mail, and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities concerning distributions for shareholders; |
| 1.12. | administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and |
| 1.13. | process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plans (“SWPs”)), including the debit of shareholder bank information for automatic purchases. |
| 2. | Shareholder Information Services |
Ultimus shall provide the Trust with shareholder information services, including:
| 2.1. | make information available to the shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information; |
| 2.2. | produce a detailed history of transactions through duplicate or special order statements upon request; |
| 2.3. | provide mailing labels for distribution of financial reports, prospectuses, proxy statements, or marketing material to current shareholders; and |
| 2.4. | respond as appropriate to all shareholder inquiries and communications relating to shareholder accounts. |
| 3. | Compliance Reporting |
| 3.1. | AML Reporting. Xxxxxxx agrees to provide anti-money laundering services to the Trust’s direct shareholders and to operate the Trust’s customer identification program for these shareholders, in each case in accordance with the written procedures developed by Xxxxxxx and adopted or approved by the Board and with applicable law and regulations. |
| 3.2. | Regulatory Reporting. Xxxxxxx agrees to provide reports to the federal and applicable state authorities, including the SEC, and the Funds’ auditors. Applicable state authorities are those governmental agencies located in states where the Fund is registered to sell shares. |
| 3.3. | IRS Reporting. Xxxxxxx will prepare and distribute appropriate Internal Revenue Service (“IRS”) forms for shareholder income and capital gains (including the calculation of qualified income), sale of fund shares, distributions from retirement accounts and education savings accounts, fair market value reporting on IRAs, contributions, rollovers and conversions to IRAs and education savings accounts and required minimum distribution notifications and issue tax withholding reports to the IRS. |
| 3.4. | Pay-to-Play Reports. Ultimus will provide quarterly reporting for Fund accounts subject to pay-to-play rules. |
| New Age Alpha Funds Trust Transfer Agent and Shareholder Services Addendum | Page 2 of 5 |
| 4. | Dealer/Load Processing |
For each Fund with a share class that charges a sales load (either front-end or back-end), Ultimus will:
| 4.1. | provide reports for tracking rights of accumulation and purchases made under a letter of intent; |
| 4.2. | account for the separation of shareholder investments from transaction sale charges for the purchase of Fund shares; |
| 4.3. | calculate fees due under Rule 12b-1 plans for distribution and marketing expenses; |
| 4.4. | track sales and commission statistics by dealer and provide for payment of commissions on direct shareholder purchases; and |
| 4.5. | applying appropriate Front End Sales Load (“FESL”) breakpoint and Contingent Deferred Sales Charges (“CDSCs”) automatically during trade processing. |
| 5. | Shareholder Account Maintenance |
For each direct shareholder account, Xxxxxxx agrees to perform the following services:
| 5.1. | maintain all shareholder records for each account in each Fund; |
| 5.2. | as dividend disbursing agent, on or before the payment date of any dividend or distribution, notify the Fund’s custodian of the estimated amount of cash required to pay such dividend or distribution; prepare and distribute to shareholders any funds to which they are entitled because of any dividend or distribution and in the case of shareholders entitled to receive additional shares of the Fund because of any such dividend or distribution, make appropriate credit to their respective accounts and prepare and mail to such shareholders a confirmation statement concerning such shares; |
| 5.3. | issue customer statements on a scheduled cycle, and provide duplicate second and third-party copies if required; |
| 5.4. | record shareholder account information changes; and |
| 5.5. | maintain account documentation files for each shareholder. |
| 6. | uTRANSACT Web Services |
| 6.1. | Provide and maintain an internet portal for shareholders and registered investment advisers to access and perform various online capabilities on their investment accounts with the Funds. |
| 7. | PLAID |
| 7.1. | Provide online bank account verification services using third-party PLAID technology. |
| New Age Alpha Funds Trust Transfer Agent and Shareholder Services Addendum | Page 3 of 5 |
| 8. | Other Services |
Xxxxxxx shall perform other services for the Trust that are mutually agreed upon in writing and signed by the parties for mutually agreed fees, if any, and all reimbursable expenses incurred by Xxxxxxx provided that the Trust may retain third parties to perform such other services. These services may include performing internal audit examinations, mailing the annual reports of the Funds, preparing an annual list of shareholders, and mailing notices of shareholders’ meetings, proxies, and proxy statements.
| 9. | National Securities Clearing Corporation Processing |
Ultimus will:
| 9.1. | process accounts through Networking and the purchase, redemption, transfer, and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (the “NSCC”) on behalf of NSCC’s participants, including the Trust), following, instructions transmitted to and received by Ultimus by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or following the instructions of authorized persons, as hereinafter defined on the dealer file maintained by Ultimus; |
| 9.2. | issue instructions to each Fund’s custodian for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); |
| 9.3. | provide account and transaction information from the affected Trust’s records on an appropriate computer system per NSCC’s Networking and Fund/SERV rules for those broker-dealers; and |
| 9.4. | maintain shareholder accounts through Networking. |
| 10. | Tax Matters |
Xxxxxxx does not provide tax advice. Nothing in the Master Services Agreement or this Transfer Agent and Shareholder Services Addendum shall be construed or have the effect of rendering tax advice. The Trust or a Fund must consult a professional tax advisor regarding its individual tax situation.
Signatures are located on the next page.
| New Age Alpha Funds Trust Transfer Agent and Shareholder Services Addendum | Page 4 of 5 |
The parties duly executed this Transfer Agent and Shareholder Services Addendum as of June 6, 2024.
New Age Alpha Funds Trust on its behalf and on behalf of the Funds |
Ultimus Fund Solutions, LLC | |||
| By: | |
By: | | |
| Name: | Xxxxx X. Xxxx | Name: | Xxxx Xxxxxxx | |
| Title: | President | Title: | Chief Executive Officer |
| New Age Alpha Funds Trust Transfer Agent and Shareholder Services Addendum | Page 5 of 5 |
