SUB-TRANSFER AGENCY AGREEMENT
Exhibit
(h)(3)
THIS
SUB-TRANSFER AGENCY AGREEMENT
(the
“Sub-TA Agreement”) is made as of this 8th day of January, 2007, by and between
SEI Investment Management Company, a Pennsylvania Corporation (”SEI”), and UMB
Fund Services, Inc., a Wisconsin corporation, its successors and assigns
(“UMBFS”).
RECITALS:
WHEREAS,
SEI
serves as transfer agent for the CRA Funds, a Massachusetts business trust
(the
“Trust”) pursuant to a Transfer Agency Agreement dated January 8, 2007, as
amended from time to time (the “TA Agreement”), a copy of such TA Agreement has
been previously provided to UMBFS; and
WHEREAS,
SEI
desires to retain UMBFS to render certain transfer agency and dividend
disbursement services, and UMBFS is willing to render such services, all in
accordance with the terms of this Sub-TA Agreement.
AGREEMENTS:
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 Sub-TA Agreement, the
following capitalized terms shall have the meanings set forth hereinafter
whenever they appear in this Sub-TA 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.
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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 of Shares offered by the Trust representing interests
in a separate portfolio of securities and other assets for which SEI has
appointed UMBFS as sub-transfer agent and dividend disbursing agent under this
Agreement.
1.09 Fund
Business Day
shall
mean each day on which a Fund is open for trading as stated in such Fund’s
Prospectus.
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 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
SEI 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 SUB-TRANSFER AGENT
2.01 Appointment.
SEI
hereby appoints UMBFS as sub-transfer agent and dividend disbursing agent of
all
the Shares of the Trust during the term of this Sub-TA Agreement with respect
to
each Fund listed on Schedule A hereto, and any additional Fund SEI and UMBFS
may
agree to include on any amended Schedule A. UMBFS hereby accepts such
appointment as sub-transfer agent and dividend disbursing agent and agrees
to
perform the duties thereof as hereinafter set forth.
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2.02
Duties.
A.
UMBFS
shall perform the sub-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 Sub-TA Agreement, and no
covenant or obligation to carry out any other duties or responsibilities shall
be implied in this Sub-TA Agreement against UMBFS.
B.
UMBFS
may, in its discretion, appoint other parties to carry out some or all of its
responsibilities under this Sub-TA Agreement; provided, however, that all fees
and expenses incurred in any such appointment shall be paid by UMBFS and UMBFS
shall remain responsible to the Trust for the acts and omissions of such parties
as if such acts or omissions were acts or omissions of UMBFS.
2.03 Deliveries.
A.
In
connection with UMBFS’ appointment as sub-transfer agent and dividend disbursing
agent, SEI 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, the validity of the authorized and outstanding
Shares, whether such shares are fully paid and non-assessable, and the status
of
the Shares under the Securities Act and any other applicable federal law or
regulation;
(3) A
certified copy of the resolutions of the Board of Trustees of the Trust
appointing SEI as transfer agent and dividend disbursing agent;
(4) Copies
of
the Trust’s Registration Statement, as amended to date, and the most recently
filed Post-Effective Amendment to the Trust’s Registration Statement, filed by
the Trust with the Securities and Exchange Commission (the “SEC”) under the
Securities Act and the 1940 Act, together with any applications filed in
connection therewith;
(5) 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;
and
(6) A
certificate as of a date agreed upon by the parties to this Sub-TA Agreement
certifying that all accounts have been reconciled through such date.
B.
SEI
agrees to deliver or to cause to be delivered to UMBFS in Milwaukee, Wisconsin,
at SEI’s expense, all of the Trust’s 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.
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ARTICLE
III
COMPENSATION
& EXPENSES
3.01 Compensation.
As
compensation for the performance of the Services, SEI agrees to pay UMBFS the
fees set forth on Schedule C attached hereto. Fees shall be adjusted in
accordance with Schedule C or as otherwise agreed to by the parties from time
to
time. The parties may amend Schedule C to include fees for any additional
services requested by SEI, enhancements to current Services, or to add Funds
for
which SEI has been retained. SEI 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.
SEI 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 Sub-TA 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.
SEI
agrees to pay all amounts due hereunder within thirty (30) days of the date
reflected on the statement for such Services (the “Due Date”). Except as
provided in Schedule C, UMBFS shall xxxx Service fees monthly, and out-of-pocket
expenses as incurred (unless prepayment is requested by UMBFS).
B.
In the
event that any charges are disputed, SEI shall, on or before the Due Date,
pay
all undisputed amounts due hereunder and notify UMBFS in writing of any disputed
charges for out-of-pocket expenses which it is disputing in good faith. Payment
for such disputed charges shall be due on or before the close of the fifth
(5th)
business day after the day on which UMBFS provides to SEI documentation which
an
objective observer would agree reasonably supports the disputed
charges.
3.04 Allocation
of Risk.
SEI
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, SEI 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 wire, 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 SEI. 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
Trust in connection with the issuance of any Shares in accordance with this
Sub-TA 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 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.
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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
SEI
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 Sub-TA
Agreement to the contrary, UMBFS shall be fully protected by SEI in not
requiring any instruments, documents, assurances, endorsements or guarantees,
including, without limitation, any Medallion 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 Sub-TA 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 Trust
or
available to investors.
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F.
UMBFS
and SEI 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
SEI,
for its actions or omissions which are consistent with the foregoing
procedures.
G.
SEI
shall give or cause to be given to UMBFS 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.
SEI
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,
SEI shall, in the case of a cash dividend or distribution, contact the Trust
to
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 SEI, withhold
payment to such Shareholders until sufficient cash is provided to
UMBFS.
6
D.
It is
understood that UMBFS in its capacity as sub-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
17Ad-6 and 17Ad-7 under the Exchange Act and Rules 31a-2 and 31a-3 under the
1940 Act. UMBFS shall only destroy records at the direction of SEI, and any
such
destruction shall comply with the provisions of Section 248.30(b) of Regulation
S-P (17 CFR 248.1-248.30). UMBFS may deliver to SEI from time to time at UMBFS’
discretion, for safekeeping or disposition by SEI 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. SEI
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 that UMBFS is not otherwise required on its own to maintain such record,
paper, or other document. 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 SEI
pursuant to the foregoing provisions of this paragraph, shall be considered
to
be the property of the Trust, shall be made available upon request for
inspection by the officers, employees, and auditors ofthe Trust, and shall
be
delivered to SEI promptly upon request and in any event upon the date of
termination of this Sub-TA Agreement, in the form and manner kept by UMBFS
on
such date of termination or such earlier date as may be requested by SEI.
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 Sub-TA 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 SEI, the Trust, a Fund, 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; 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 inspection of the records of the Funds, UMBFS will
endeavor to notify SEI promptly and to secure instructions from a representative
of SEI as to such inspection. 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
prior to receipt thereof, shall not be subject to this paragraph.
7
ARTICLE
V
REPRESENTATION
AND WARRANTIES
5.01 Representations
of SEI.
SEI
represents and warrants to UMBFS that:
A.
It is
a Pennsylvania Corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania; it is empowered under applicable laws and by
its
Declaration of Trust and By-laws to enter into and perform this Sub-TA
Agreement; and all requisite corporate proceedings have been taken to authorize
it to enter into and perform this Sub-TA Agreement.
B.
Any
officer of SEI 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.
It is
duly registered as a transfer agent under Section 17A of the Exchange
Act.
D.
The
Trust’s 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 Trust
being offered for sale.
E.
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 its Prospectus with respect to each Fund, such Shares
shall be validly issued, fully paid and non-assessable.
F.
All
shareholder tax reporting has been completed timely and accurately, including
the distribution of Forms 5498s for the 2005 tax year.
G.
The
Funds, and all shareholder accounts, are in balance and all accounts reconciled
and current as of the date of this Sub-TA Agreement, and (1) there are no
outstanding issues relating to transfer agent activities and shareholder and
Trust record keeping, including those related to shareholder accounts and
transaction activity, and (2) there are no existing or potential claims,
litigation or demands by shareholders or others relating to the Trust, or any
of
the Funds or their officers or Trustees, except as disclosed in writing and
dated as of the date of this Sub-TA Agreement to UMBFS.
5.02 Representations
of UMBFS.
UMBFS
represents and warrants to SEI 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 Sub-TA Agreement;
and
all requisite proceedings have been taken to authorize it to enter into and
perform this Sub-TA Agreement.
B.
It is
duly registered as a transfer agent under Section 17A of the Exchange Act and
such registration will remain in effect for the duration of this
Agreement.
C. It
has
received a copy of each Fund’s Prospectus which describes how sales
andredemptions of Shares shall be made.
8
D. It
has
and will continue to have and maintain the necessary facilities, equipment
and
personnel to perform its duties and obligations under this Sub-TA
Agreement.
E. Copies
of
UMBFS’ Rule 17Ad-13 reports will be provided to SEI annually as and to the
extent required under Rule 17Ad-d-13 under the Exchange Act.
F. It
is in
compliance with SEC regulations and is not subject to restrictions under
17Ad.
G.
Its
fidelity bonding and minimum capital meet the transfer agency requirements
of
the New York Stock Exchange.
ARTICLE
VI
ADDITIONAL
COVENANTS AND AGREEMENTS
6.01 Information
Updates.
During
the term of this Sub-TA Agreement SEI 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 Sub-TA Agreement; and (ii) a copy of each
Fund’s currently effective Prospectus. For purposes of this Sub-TA 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.
SEI
warrants that 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 SEI 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, SEI will give
prompt notice thereof to UMBFS.
6.03 Compliance
with Laws.
SEI and
UMBFS will each 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.
SEI
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 SEI hereunder.
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ARTICLE
VII
AML
DELEGATION
7.01 Background. In
order
to assist its sub-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, assisting in the
verification of persons opening accounts with the Trust and determining whether
such persons appear on any list of known or suspected terrorists or terrorist
organizations. On behalf of the Trust, SEI has, after review, selected various
procedures and tools offered by UMBFS to comply with the Trust’s 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
the Trust’s 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. The customer identification program component of the
AML
Procedures applies only to shareholders who are residents of the
U.S.
7.02 Delegation.
SEI
acknowledges that it has had an opportunity to review, consider and comment
upon
and select the AML Procedures and SEI has determined that the AML Procedures,
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, SEI hereby instructs
and directs UMBFS to implement the AML Procedures on the Trust’s 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 SEI on behalf of 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 SEI (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) a quarterly 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 SEI as may be agreed to from time to time by UMBFS and SEI..
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.
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ARTICLE
VIII
TRUST
INSTRUCTIONS
8.01 Authorized
Persons.
Upon
the execution of this Agreement, SEI shall provide UMBFS with a certificate
containing the names of the initial Authorized Persons in a form acceptable
to
UMBFS. Any officer of SEI shall be considered an Authorized Person (unless
such
authority is limited in a writing from SEI and received by UMBFS) 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
UMBFS the names of the Authorized Persons from time to time. SEI 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 SEI.
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. SEI 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 SEI with respect to any matter arising
in connection with this Sub-TA Agreement. If such Instructions are not received
within a reasonable time, then UMBFS may seek advice from legal counsel for
SEI
at the expense of SEI, or its own legal counsel at its own expense, 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.
11
ARTICLE
IX
LIMITATION
OF LIABILITY; INDEMNIFICATION
9.01 Limitation
of Liability.
Notwithstanding
anything contained in this Sub-TA Agreement to the contrary, UMBFS, which for
the purpose of this Section 9.01 includes any third party appointed by UMBFS
pursuant to Article II, Section 2.02(B), shall not be liable for any error
of
judgment or mistake of law or for any loss suffered by the Trust or SEI in
connection with the matters to which this Sub-TA 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 Sub-TA Agreement. Furthermore, UMBFS shall not be liable
for (1) any action taken or omitted to be taken in accordance with or in
reliance upon written or oral instructions, advice, data, documents or
information (without investigation or verification) received by UMBFS from
an
officer or representative of SEI or from a representative of any of the parties
referenced in Section 11.09, or (2) any action taken or omission by SEI, a
Fund,
the Trust, investment adviser(s) or any past or current service
provider.
9.02 Indemnification.
SEI
agrees to indemnify and hold harmless UMBFS, its employees, agents, officers,
directors, affiliates and nominees (“Indemnified Parties”) from and against any
and all claims, demands, actions and suits, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character which may be asserted against or incurred
by any Indemnified Party or for which any Indemnified Party may be held liable
(a “Claim”) arising out of or in any way relating to any of the
following:
(a)
any
action or omission of UMBFS except to the extent a 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, implementation of, or use, without investigation or
verification, of information, data, records and documents received by UMBFS
from
SEI, or from a representative of any of the parties referenced in Section 11.09,
or any third party acting on behalf of SEI or the Trust;
(c)
the
reliance on, or the implementation of, any Instructions or any other advice,
instructions, requests or directions of SEI or from a representative of any
of
the parties referenced in Section 11.09, or any third party acting on behalf
of
SEI or the Trust;
(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 SEI;
(e) any
action taken by or omitted to be taken bySEI, the Trust, investment adviser
or
sub-adviser(s) or any past or current service provider;
(f)
the
acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of Shares unless the result of UMBFS’ or its affiliates’ willful
misfeasance, bad faith or gross negligence in the performance of its duties
or
from reckless disregard by it of its obligations and duties under this Sub-TA
Agreement. In the absence of a finding to the contrary, the acceptance,
processing and/or negotiation of a fraudulent payment for the purchase of Shares
shall be presumed not to have been the result of UMBFS’ or its affiliates’
willful misfeasance, bad faith or gross negligence.
12
(g)
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
(h)
SEI’s
refusal or failure to comply with the terms of the Sub-TA Agreement, or any
Claim that arises out of SEI’s negligence or misconduct or breach of any
representation or warranty of SEI made herein.
9.03 Indemnification
Procedures.
UMBFS
will notify SEI promptly after identifying any situation which it believes
presents or appears likely to present a Claim for which SEI may be required
to
indemnify or hold UMBFS harmless hereunder. In such event, SEI shall have the
option to defend UMBFS against any Claim, and, in the event that SEI so elects,
such defense shall be conducted by counsel chosen by SEI and approved by UMBFS
in its reasonable discretion. UMBFS shall not confess any Claim or make any
compromise in any case in which SEI will be asked to provide indemnification,
except with SEI’s prior written consent. The obligations of the parties under
Sections 9.02 and 9.03 shall survive the termination of this Sub-TA
Agreement.
9.04 Force
Majeure.
UMBFS
assumes no responsibility hereunder, and shall not be liable, for any damage,
loss of data or documents, 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.
With
the exception of breaches of this Sub-TA Agreement arising under 4.03(B) or
6.05, in no event and under no circumstances shall either party to this Sub-TA
Agreement, including either party’s affiliates, officers, directors, agents or
employees, be liable to anyone 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 Sub-TA 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 Sub-TA Agreement, UMBFS shall have
no duty or obligation under this Sub-TA 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, as the case may be, 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 SEI, as
the
case may be, 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
13
(d)
The
legality of any recapitalization or readjustment of Shares.
ARTICLE
X
TERM
AND TERMINATION
10.01 Term.
This
Sub-TA Agreement shall become effective with respect to each Fund listed on
Schedule A hereof as of the date hereof and, with respect to each Fund not
in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. This Sub-TA Agreement shall continue in
effect with respect to each Fund until terminated as provided
herein.
10.02 Termination.
(a)
Either party may terminate this Sub-TA Agreement (a) in its entirety or (b)
as
to any Fund of the Trust or any class thereof without terminating this Sub-TA
Agreement with respect to other Funds of the Trust or class thereof, at any
time
by giving the other party a written notice not less than sixty (60)
days prior
to
the date the termination is to be effective in the case of (a) above or not
less
than thirty (30) days prior to the date the termination is to be effective
in
the case of (b) above. In the event notice is given by SEI pursuant to Section
10.02, 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 termination pursuant to (a) or (b) and designating the successor
transfer agent or transfer agents if such designation is necessary for continued
operation of a Fund. In the event such notice is given by UMBFS, SEI shall
on or
before the termination date, deliver to UMBFS a copy of a resolution of its
Board of Trustees certified by the Secretary or any Assistant Secretary
designating a successor sub-transfer agent or sub-transfer agents if such
designation is necessary for continued operation of a Fund. In the absence
of
such designation by SEI, SEI 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 Sub-TA Agreement. Fees and out-of-pocket
expenses incurred by UMBFS, but unpaid by SEI upon such termination, shall
be
immediately due and payable upon and notwithstanding such
termination.
(b) In
the
event UMBFS fails to be registered as a transfer agent under section 17A of
The
Exchange Act any time during the term of this Agreement, SEI may, upon written
notice to UMBFS, immediately terminate this Agreement.
10.03 Effect
of Termination.
Upon
the termination of the Sub-TA Agreement as provided herein, UMBFS, upon the
written request of SEI, shall deliver the records of the Trust to SEI or its
successor transfer agent in the form maintained by UMBFS (to the extent
permitted by applicable license agreements) at the expense of SEI. SEI shall
be
responsible to UMBFS for all costs and expenses associated with the preparation
and delivery of such media and all reasonable trailing expenses incurred by
UMBFS, including, but not limited to: (a) out-of-pocket expenses; (b) any custom
programming requested by SEI 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 SEI and agreed to by UMBFS in connection with the termination of this Sub-TA
Agreement or the liquidation or merger of the Trust. UMBFS shall not reduce
the
level of service provided to SEI prior to termination following notice of
termination by SEI.
14
ARTICLE
XI
MISCELLANEOUS
11.01 Notices.
Any
notice required or permitted to be given by either party to the other under
this
Sub-TA 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:
General Counsel
|
||
|
If
to SEI:
|
||
|
SEI
Investment Management Company
|
||
|
0
Xxxxxxx Xxxxxx Xxxxx
|
||
|
Xxxx,
Xxxxxxxxxxxx 00000
|
||
|
Attention:
General Counsel
|
11.02 Amendments/Assignments.
A.
Except
as provided to the contrary herein, this Sub-TA Agreement may not be amended
or
modified in any manner except by a written agreement executed by both parties
with the formality of this Sub-TA Agreement.
B.
This
Sub-TA Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns. This Sub-TA Agreement shall not
be
assignable by either party without the written consent of the other party,
except that UMBFS may assign this Sub-TA Agreement to an affiliate with advance
written notice to SEI provided that (i) the financial capacity of such assignee
is not materially less than that of UMBFS (ii) the nature and quality of the
services to be provided hereunder are not materially less than that of UMBFS
and
(ii) the quality and capability of the personnel and facilities of the assignee
are not materially less than those of UMBFS and as provided in Section
2.02.
11.03 Governing
Law.
This
Sub-TA 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 Sub-TA 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 Sub-TA
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
15
11.05 Counterparts.
This
Sub-TA 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 Sub-TA 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 Sub-TA 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.
11.08 Reliance
on Information and Instructions.
SEI
shall
cause the Trustees of the Trust and the officers, trustees, investment
adviser(s) and sub-advisers, legal counsel, independent accountants, custodian
and other service providers and agents, past or present, for the Funds to
cooperate with UMBFS and to provide UMBFS with such information, documents
and
advice as necessary and/or appropriate or as requested by UMBFS, in order to
enable UMBFS to perform its duties hereunder. In connection with its duties
hereunder, UMBFS shall (without investigation or verification) be entitled,
and
is hereby instructed to, rely upon any and all instructions, advice, information
or documents provided to UMBFS by an officer or representative of SEI or by
any
of the aforementioned persons. UMBFS shall be entitled to rely on any document
that it reasonably believes to be genuine and to have been signed or presented
by the proper party. Fees charged by such persons shall be an expense of SEI.
UMBFS shall not be held to have notice of any change of authority of any
officer, agent, representative or employee of SEI, investment adviser(s) or
service provider until receipt of written notice thereof from SEI. As used
in
this Sub-TA Agreement, the term “investment adviser” includes all sub-advisers
or persons performing similar services.
16
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. | SEI | ||||
| By: | By: | ||||
|
(Signature) |
(Signature) |
||||
|
(Name) |
(Name) |
||||
|
(Title) |
(Title) |
||||
|
(Date Signed) |
(Date Signed) |
||||
17
Schedule
A
to
the
by
and between
SEI
and
UMB
Fund Services, Inc.
NAMES
OF FUNDS
18
Schedule
B
to
the
Transfer
Agency Agreement
by
and between
SEI
and
UMB
Fund Services, Inc.
SERVICE
SCHEDULE
|
¨
|
Set
up and maintain shareholder accounts and records, including IRAs
and other
retirement accounts
|
|
¨
|
Make
personal follow-up calls to prospects who return incomplete
applications
|
|
¨
|
Store
account documents electronically
|
|
¨
|
Receive
and respond to investor account inquiries by telephone or mail, or
by
e-mail if the response does not require the reference to specific
shareholder account information
|
|
¨
|
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 shall mutually
agree
|
|
¨
|
Process
dividend payments by check, wire or ACH, or reinvest
dividends
|
|
¨
|
Issue
daily transaction confirmations and monthly or quarterly
statements
|
|
¨
|
Issue
comprehensive clerical confirmation statements for maintenance
transactions
|
|
¨
|
Provide
cost basis statements
|
|
¨
|
Mail
prospectus, annual and semiannual reports, and other shareholder
communications to existing
shareholders
|
|
¨
|
Implement
the Trust’s AML Procedures as contemplated by Article
VII
|
|
¨
|
File
IRS Forms 1099, 5498, 1042, 1042-S and 945 with shareholders and/or
the
IRS
|
|
¨
|
Handle
load and multi-class processing, including rights of accumulation
and
purchases by letters of intent
|
|
¨
|
Calculate
12b-1 plan fees
|
|
¨
|
Provide
standards to structure forms and applications for efficient
processing
|
19
|
¨
|
Follow
up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder
letters
|
|
¨
|
Provide
basic report access (one person)
|
|
¨
|
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 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 directly with UMBFS to provide one or more of the following
optional services. Additional fees apply.
|
¨
|
UMBFS’
Internet services, including Adviser Services, RIA/Broker Services,
Shareholder Services, NAV Services, Vision, Adviser Central and email
services.
|
|
¨
|
UMBISG
VRU services (per fund group)
|
|
¨
|
Shareholder
“welcome” packages with initial
confirmation
|
|
¨
|
Access
to UMBFS’ Tax and Retirement Group to answer questions and coordinate
retirement plan options
|
|
¨
|
Money
market funds for short-term investment or
exchanges
|
|
¨
|
Dedicated
service representatives
|
|
¨
|
Weekend
and holiday shareholder services
|
|
¨
|
Customized
reorder form tracking
|
|
¨
|
Give
dealers access through NSCC’s Fund/SERV and
Networking
|
|
¨
|
Customized
forms and applications
|
|
¨
|
Training
of adviser staff on regulatory
developments
|
20
Schedule
C
to
the
Transfer
Agent Agreement
by
and between
SEI
and
UMB
Fund Services, Inc.
FEES
Transfer
Agent Services Fee Schedule
Prepared
for CRA Funds
|
Base
Fee*
|
|||
|
n
|
On
the first $750 million in assets
|
1.0
basis points, and
|
|
|
n
|
On
assets between $750 million and $1.5 billion
|
.75
basis points, and
|
|
|
n
|
On
assets over $1.5 billion
|
.5
basis points
|
|
|
*subject
to an annual minimum of $50,000 per fund
|
|||
|
Account
Fees
|
|||
|
n
|
Open
account fee:
|
||
|
o
|
Quarterly/annual
dividend funds
|
included
|
|
|
o
|
Monthly
dividend funds
|
included
|
|
|
o
|
Money
market funds
|
included
|
|
|
o
|
Additional
for funds with redemption fees
|
included
|
|
|
o
|
Additional
for funds with 12b-1 fees
|
included
|
|
|
n
|
Closed
account fee (per year)
|
included
|
|
|
n
|
One-time
set-up (manual, per account)
|
included
|
|
|
n
|
One-time
set-up (automated NSCC, per account)
|
included
|
|
|
n
|
Transaction
fee (e.g., financial, maintenance)
|
included
|
|
|
n
|
Automated
transactions*
|
included
|
|
|
*includes
NSCC activity processing, AIP/SWP/auto exchanges, dividends, any
required
IRS withholding
|
|||
|
USA
Patriot Act & Escheatment Fees
|
|||
|
n
|
Per
fund (per year)
|
included
|
|
|
n
|
Research
(per item)
|
included
|
|
|
n
|
Additional
account set-up (per non-individual account)*
|
included
|
|
|
n
|
Suspicious
Activity Report filing (per occurrence)
|
included
|
|
|
n
|
Escheatment
filing (per state)
|
included
|
|
|
*e.g.,
business account, trust account, partnership account, etc.
|
|||
|
Retirement
Accounts (XXX/Xxxx/Others)
|
|||
|
n
|
Annual
maintenance fee per account (may be charged to
shareholders)
|
$15.00
|
|
|
n
|
XXX
transfer fee (per occurrence)
|
included
|
|
21
|
Advanced
Reporting Solutions
|
|||
|
n
|
Annual
maintenance fee*
|
$3,500
|
|
|
n
|
Additional
interactive user license (per license per year)
|
$1,000
|
|
|
n
|
Analyst
named user license (per license per year)
|
$2,500
|
|
|
*includes
initial setup costs plus one interactive user license
|
|||
|
Shareholder
Services
|
|||
|
n
|
Telephone
calls, letters/e-mails, research/lost shareholder (per
occurrence)
|
included
|
|
22
|
Document
Services
|
|||
|
n
|
Standard
applications and forms in electronic format
|
no
charge
|
|
|
n
|
Customized
forms
|
as
quoted
|
|
|
n
|
Pre-printed,
machine-ready statement inserts (per item)
|
as
quoted
|
|
|
n
|
Standard
single-sided statement/confirm/tax form/check (per item including
.pdf)
|
||
|
o
|
First
page
|
included
|
|
|
o
|
Each
additional page
|
included
|
|
Programming
and Special Project Fees
Additional
fees at $175 per hour, or as quoted by project, may apply for special
programming
or
projects to meet your servicing requirements or to create custom
reports.
|
Conversion
Costs
|
TBD
|
Out-of-Pocket
Expenses
Out-of-pocket
expenses include but are not limited to: annual year-end programming fees,
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.
Optional
Services
|
Money
Market Exchange Vehicles
|
|||
|
n
|
Exception
check writing (per set definition, per occurrence)
|
$2.00
|
|
|
n
|
One-time
set-up fee per money market fund used
|
$2,000
|
|
|
n
|
Monthly
base fee per money market fund used
|
$650
|
|
|
VRU
Services
|
|||
|
n
|
One-time
VRU set-up fee
|
$3,000
|
|
|
n
|
Annual
VRU maintenance fee
|
$1,800
|
|
|
n
|
VRU
charge (per call)
|
$
.40
|
|
|
Internet
Services
|
|||
|
n
|
Broker
Browser
|
||
|
o
|
One-time
set-up fee (standard)
|
$1,000
|
|
|
o
|
Inquiry
|
no
charge
|
|
|
n
|
Shareholder
Browser
|
||
|
o
|
One-time
set-up fee
|
$5,000
|
|
|
o
|
Annual
maintenance fee
|
$2,500
|
|
|
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
|
|||
23
|
n
|
Web-based
document mailings*
|
||
|
|
o
|
One-time
set-up fee
|
$1,500
|
|
|
o
|
Per
shareholder, per mailing
|
included
|
|
*statements,
prospectuses, financial reports, etc.
|
|||
|
n
|
Vision
|
||
|
Per
fund family, per month
|
$1,200
|
||
|
n
|
Advisor
Central
|
||
|
Per
fund family, per month
|
$1,200
|
||
Fees
for
services not contemplated by this schedule will be negotiated on a case-by-case
basis.
24
Schedule
D
to
the
Transfer
Agent Agreement
by
and between
SEI
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
25
