EXHIBIT NO. EX-99.G.3
FORM OF CUSTODY, RECORDKEEPING AND ADMINISTRATIVE SERVICES
AGREEMENT
THIS AGREEMENT is made this __ day of ________, 2001, by and between UMB
BANK, N.A., a national banking association, having its principal office and
place of business at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the
"Bank"), SUNSTONE FINANCIAL GROUP, INC., a Wisconsin corporation, having its
principal office and place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxxx, Xxxxxxxxx 00000 ("Sunstone"), and Scout Investment Advisers, Inc., a
Maryland corporation, having its principal office and place of business at 0000
Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("Company").
WHEREAS, the Company serves as Investment Adviser and Administrator to the
Scout Funds (such investment portfolios and any additional investment portfolios
are individually referred to as a "Fund" and collectively the "Funds");
WHEREAS, the Funds are open-end investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and are authorized
to issue shares of beneficial interests (the "Shares") in separate series with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Funds offer or intend to offer to their respective
shareholders and potential shareholders one or more retirement or similar plans
described in Appendix A hereto and as such are the sponsors of custodial
accounts ("Accounts") pursuant to Custodial Agreements (the "Account
Agreements");
WHEREAS, the Company wishes to confirm the appointment of the Bank as the
custodian for the Accounts, and the Bank is willing to accept appointment as
custodian for the Accounts, on the terms and conditions set forth herein; and
WHEREAS, the Company and the Bank desire Sunstone to perform, in its
capacity as transfer agent for the Funds, certain administrative and
recordkeeping duties relative to the Accounts.
NOW, THEREFORE, the parties to this Agreement agree to the following:
1. The Bank represents to Company and Sunstone that it is, and as long as
the Accounts and this Agreement are in effect will be, qualified to
act as custodian under all applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code") and all other applicable
laws, rules and regulations.
2. The Company hereby confirms its appointment of the Bank and the Bank
hereby confirms its acceptance of its appointment as custodian for the
Accounts. The Bank
agrees to continue to act as custodian for the Accounts subject to the
terms hereof, and of each of the Account Agreements.
a. The Bank understands and agrees that from time to time the
Company may propose amendments to the Account Agreements, whether
to comply with then-current provisions of the Code or otherwise,
and such amendments shall take effect subject to the provisions
of the Account Agreements and subject to the Bank's rights
thereunder. The rights of the Company to propose amendments from
time to time shall not affect the Bank's responsibilities as
provided herein.
b. The appointment of the Bank as custodian hereunder is subject to
(i) the terms of the respective Account Agreements; (ii) this
Agreement (which shall govern in case of any inconsistency
between the terms of this Agreement and any of the Account
Agreements or to the extent the respective Account Agreements do
not apply) and the right of Company hereunder to terminate the
appointment of the Bank as custodian under the Account Agreements
and to name a successor custodian at any time and from time to
time on written notice to the Bank; and (iii) the rights of the
Bank and of Company to terminate such custodianship in accordance
with the terms of the Account Agreements and this Agreement.
3. Sunstone hereby agrees to diligently perform the administrative and
recordkeeping services described in Appendix B with respect to the
Accounts. It is understood that it is not the responsibility of any
party hereunder to perform tests and/or monitor and enforce any
contribution or benefit limitations or distribution requirements
imposed by the Code, such responsibility being that of the party
adopting the Account Agreement.
4. The parties acknowledge and agree that Sunstone and the Bank will not
serve as "plan administrator" (as defined by the Employee Retirement
Income Security Act of 1974, as amended) of any Account or in any
other administrative capacity or other capacity except as transfer
agent and custodian, respectively, thereof.
5. The responsibilities for preparing and keeping current the documents
related to the Account Agreements shall be as follows:
a. The Company shall provide Sunstone with final forms of (i)
Account Agreements, disclosure statements and similar documents
("Account Documents") and (ii) application forms, transfer forms,
beneficiary designation forms and similar documents ("Related
Documents"), and shall keep such Account Documents and Related
Documents current by providing timely any necessary amendments,
modifications and supplements thereto. The use of any Account
Documents and Related Documents shall be subject to the advance
approval of Sunstone and the Bank, which approval shall not be
unreasonably withheld.
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b. Any approvals by Sunstone or the Bank under Section 5(a) shall
constitute only Sunstone's or the Bank's consent to use any such
materials and not the approval of the contents or the effect
thereof. The Company shall bear full responsibility for the
Account Documents and the Related Documents and the compliance
thereof with all applicable laws, rules and regulations, as
amended from time to time, and shall fully protect, indemnify and
hold harmless the Bank and Sunstone against any losses arising
out of its or their reliance thereon.
6. Sunstone is hereby authorized to sign any Account Agreement or
application for an account by and on behalf of the Bank as custodian,
or endorse any check or draft or other item payable to the Bank by and
on behalf of the Bank as custodian, and to designate an employee or
employees of Sunstone as authorized persons to execute such signatures
and endorsements. The Bank shall promptly transmit, properly endorsed,
to Sunstone any monies, checks or other property received by the Bank
as custodian for investment for the Accounts.
7. Sunstone shall collect all fees charged to the Accounts. Sunstone
shall remit to the Bank a portion (as specified in Appendix C hereto)
of the fees described in Appendix C hereto which are collected by
Sunstone as compensation for its services hereunder. Sunstone shall
retain the balance as compensation for its services performed under
this Agreement. Sunstone may from time to time, after receipt of
approval from the Company, change such fee schedule; provided,
however, no such revision may reduce the compensation to be remitted
to the Bank without the Bank's prior approval. The Bank authorizes the
distribution on its behalf of any revised fee schedule to existing and
prospective Account holders. In the event the Company determines to
waive all or a portion of any related Account fees, the Company shall
continue to be responsible for arranging for payment of all Account
related fees to Sunstone and the Bank.
8. Sunstone shall furnish to the Bank a quarterly report consisting of
the number of Accounts and their aggregate market value as of the end
of each quarter. Sunstone shall also provide Bank with a shareholder
list from time to time as Bank may reasonably request and the Company
hereby authorizes Sunstone to furnish such reports.
9. The Bank and Sunstone acknowledge the proprietary and confidential
nature of each Fund's list of shareholders, and hereby agree not to
disclose to any other person the names of such shareholders without
prior written permission from a Fund, except where such disclosure is
required by the Code or other law or where the Bank or Sunstone may be
exposed to civil or criminal proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities,
or when subject to governmental or regulatory audit or investigation.
10. Sunstone and Company agree to fully protect the Bank in relying upon
the respective duties and responsibilities of Sunstone and Company
under the Account Agreements and this Agreement, and agree that each
will fully indemnify the Bank and save and
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hold the Bank harmless from and against any and all claims, damages
(including reasonable attorneys' fees), costs, expenses, losses,
judgments, taxes (including penalties and interest thereon), or
liabilities of any nature whatsoever resulting from or arising out of
their respective duties and responsibilities under the Account
Agreements and this Agreement; provided however, neither Sunstone nor
the Company is required to protect, indemnify or hold the Bank
harmless for any claims, damages(including reasonable attorneys'
fees), costs, expenses, losses, judgments, taxes or liabilities
arising out of, resulting from, or in connection with the negligence,
bad faith or willful misconduct of the Bank. The Bank may reasonably
rely on the actions or inactions of Sunstone or the Company in
performing their respective duties under this Agreement and such
reasonable reliance shall not be deemed negligence on part of the
Bank.
11. The Bank agrees to fully protect Company and Sunstone in relying upon
the Bank's duties and responsibilities with respect to the Account
Agreements and this Agreement, and agrees that it will fully indemnify
the Company and Sunstone and save and hold each harmless from and
against any and all claims, damages (including reasonable attorneys'
fees), costs, expenses, losses, judgments, taxes (including penalties
and interest thereon), or liabilities of any nature whatsoever
resulting from or arising out of its duties and responsibilities under
the Account Agreements and this Agreement; provided however, the Bank
is not required to protect, indemnify or hold the Company or Sunstone
harmless for any claims, damages, costs, expenses, losses, judgments,
taxes or liabilities arising out of, resulting from, or in connection
with (i) the respective negligence, bad faith or willful misconduct of
the Company or Sunstone, or (ii) the preparation and keeping current
of the Account Documents or the Related Documents. Company and
Sunstone may reasonably rely on the actions or inactions of the Bank
in performing its duties under this Agreement and such reasonable
reliance shall not be deemed negligence on the part of the Company or
Sunstone.
12. No provision of this Agreement shall modify or supersede any provision
of the Transfer Agency Agreements executed by Sunstone and Company.
13. This Agreement may be terminated at any time by mutual consent of the
Bank, Sunstone, and Company, or upon sixty (60) days' written notice
to each of the other parties by any party. Upon termination, the Bank
and Sunstone shall transfer the records of the Account as directed by
Company. In the absence of such designation by the Company, the
Company shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
assume full responsibility hereunder and Sunstone and Bank shall
thereby be relieved of all duties and responsibilities pursuant to
this Agreement. Anything herein to the contrary notwithstanding, the
protective covenants and indemnities provided by this Agreement shall
survive the termination of the Agreement and shall continue in effect
with respect to any and all matters arising (or alleged by any third
party to have occurred, whether by way of act or default) during the
existence of the Agreement.
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14. No modification or amendment of this Agreement shall be valid or
binding on the parties unless made in writing and signed on behalf of
each of the parties by their respective duly authorized officers or
representatives.
15. Notices shall be communicated by first class mail, or by such other
means as the parties may agree, to the persons and addresses specified
below or to such other persons and addresses as the parties may
specify in writing.
If to Bank: UMB Bank, N.A.
X.X. Xxx 000000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx
If to Sunstone: Sunstone Financial Group, Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
If to Company: Scout Investment Advisers, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn:___________________
16. This Agreement shall be governed by the laws of the State of
Wisconsin.
17. This Agreement may be executed in any number of counterparts, and by
the parties hereto on separate counterparts, each of which when so
executed shall be deemed an original and all of which when taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers under authority of their respective
Boards as of the day and year first above written.
UMB BANK, N.A.,
By: ____________________________________
Title: _________________________________
SUNSTONE FINANCIAL GROUP, INC.
By: _____________________________________
Title: __________________________________
SCOUT INVESTMENT ADVISERS, INC.
By: _____________________________________
Title: __________________________________
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APPENDIX A
PLANS
Individual Retirement Accounts that are offered by the Funds under the
provisions of Sections 408, 403(b) and/or 530 of the Code, and the regulations
promulgated thereunder.
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APPENDIX B
SERVICES
Pursuant to the Agreement, Sunstone shall:
a. Receive, allocate to the appropriate Account, and invest pursuant to
the governing Account Agreement, all contributions made thereunder, in
accordance with the written instructions of the duly authorized
directing authority;
b. Reinvest for each Account all dividends and capital gains or other
distributions payable on the shares credited thereto;
c. Maintain and reconcile Account records and investment transaction
records;
d. Furnish to each Account grantor (with respect to each grantor's
individual Account), promptly after the end of each calendar year, a
statement of such grantor's account showing:
i. The net asset value of all full and fractional shares as of the
first and last business days of the calendar year,
ii. Contributions to and distributions from the account during the
calendar year, and
iii. Earnings reinvested in the account during the calendar year.
e. Furnish to each Account grantor (with respect to each grantor's
individual Account) a confirmation of each transaction in accordance
with the terms of the Fund's then current prospectus;
f. Make distributions from Accounts, including withholding and remittance
of federal tax, in accordance with the provisions of the Account
Agreements and relevant provisions of the Code;
g. Furnish information returns and reports to each Account grantor (with
respect to each grantor's individual Account) and to the Internal
Revenue Service as may be required by the Code; and
h. Other such functions as all of the parties may agree to from time to
time.
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