TRANSFER AGENCY AGREEMENT
THIS
TRANSFER AGENCY AGREEMENT
is made
as of this 14th
day of
January, 2008, by and between Investment Managers Series Trust, a Delaware
statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin
corporation (“UMBFS”).
RECITALS:
WHEREAS,
the
Trust is registered under the 1940 Act as an open-end management investment
company; and
WHEREAS,
the
Trust desires to retain UMBFS to render certain transfer agency and dividend
disbursement services, and UMBFS is willing to render such services, all in
accordance with the terms of this 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 Agreement, the following
capitalized terms shall have the meanings set forth hereinafter whenever they
appear in this Agreement:
1.01 1940
Act
shall
mean the Investment Company Act of 1940, as amended.
1.02 Agreement shall
mean this Transfer Agency Agreement.
1.03 Agreement
and Declaration
of Trust shall
mean the Agreement and 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.
1.04 AML
Laws
shall
mean the rules promulgated under the Bank Secrecy Act and Sections 312, 326
and
352 of the USA PATRIOT Act.
1.05 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.
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1.06 Board
of Trustees
shall
mean the Board of Trustees of the Trust.
1.07 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.
1.08 Exchange
Act
shall
mean the Securities Exchange Act of 1934, as amended.
1.09 Financial
Intermediary
shall
mean : (i) any broker, dealer, bank, or other person that holds securities
issued by the Trust, in nominee name; (ii) a unit investment trust or fund
that
invests in the Trust in reliance on section 12(d)(1)(E) of the 1940 Act; and
(iii) in the case of a participant-directed employee benefit plan that owns
the
securities issued by the Trust, a retirement plan’s administrator under section
3(16)(A) of ERISA or any person that maintains the plan’s participant
records.
1.10 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 the Trust
has
appointed UMBFS as transfer agent and dividend disbursing agent under this
Agreement.
1.11 Fund
Business Day
shall
mean each day on which the New York Stock Exchange, Inc. is open for
trading.
1.12 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.
1.13 Investment
Adviser
shall
mean a Fund’s investment adviser(s), all sub-advisers or persons performing
similar services.
1.14 Prospectus
shall
mean the current prospectus and statement of additional information with respect
to a Fund (including any applicable supplement) actually received by UMBFS
from
the Trust with respect to which the Trust has indicated a registration statement
has become effective under the Securities Act and the 1940 Act.
1.15 Securities
Act
shall
mean the Securities Act of 1933, as amended.
1.16 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.
1.17 Shareholder
shall
mean a record owner of Shares of each respective Fund of the
Trust.
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ARTICLE
II
APPOINTMENT
OF TRANSFER AGENT
2.01 Appointment.
The
Trust hereby appoints UMBFS as transfer agent and dividend disbursing agent
of
all the Shares of the Trust during the term of this Agreement with respect
to
each Fund listed on Schedule A hereto, and any additional Fund the Trust and
UMBFS may agree to include on any amended Schedule A. UMBFS hereby accepts
such
appointment as transfer agent and dividend disbursing agent and agrees to
perform the duties thereof as hereinafter set forth.
2.02
Duties.
A.
UMBFS
shall perform the transfer agent and dividend disbursement services described
on
Schedule B hereto and such additional services as may be agreed to by the
parties from time to time and set forth in an amendment to Schedule B
(collectively, the “Services”). UMBFS shall have no duties or responsibilities
other than those specifically set forth in this Agreement, and no covenant
or
obligation to carry out any other duties or responsibilities shall be implied
in
this Agreement against UMBFS.
B.
UMBFS
may, in its discretion, appoint other parties to carry out some or all of its
responsibilities under this Agreement provided that UMBFS shall be liable for
the acts or omissions of any party that it appoints to the same extent as if
UMBFS performed such acts or omissions.
2.03 Deliveries.
A.
In
connection with UMBFS’ appointment as transfer agent and dividend disbursing
agent, the Trust shall deliver or cause the following documents to be delivered
to UMBFS:
(1) A
copy of
the Agreement and 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 UMBFS as transfer agent and dividend disbursing agent and authorizing
the execution of this Transfer Agency Agreement on behalf of the
Trust;
(4) Copies
of
the Trust’s Registration Statement, as amended to date, and the most recently
filed Post-Effective Amendment thereto, filed by the Trust with the Securities
and Exchange Commission under the Securities Act and the 1940 Act, together
with
any applications filed in connection therewith; and
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(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.
B.
The
Trust agrees to deliver or to cause to be delivered to UMBFS in Milwaukee,
Wisconsin, at the Trust’s expense, all of its Shareholder account records in a
format reasonably 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.
C.
UMBFS
will provide to the Trust, in connection with its appointment hereunder,
and
annually thereafter, a report on its controls under Rule 17Ad-13 of the Exchange
Act as well as such certifications of compliance as may be reasonably requested
by the Trust from time to time.
ARTICLE
III
COMPENSATION
AND EXPENSES
3.01 Compensation.
As
compensation for the performance of the Services, the Trust agrees to pay
UMBFS
the fees set forth on Schedule C attached hereto. Fees shall be adjusted
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 the Trust, enhancements to current Services, or to
compensate UMBFS for additional Funds for which UMBFS has been
retained.
3.02 Expenses.
The
Trust also agrees to promptly reimburse UMBFS for all out-of-pocket expenses
or
disbursements incurred by UMBFS in connection with the performance of Services
under this Agreement. Out-of-pocket expenses shall include, but not be limited
to, those items specified on Schedule C hereto. If requested by UMBFS,
out-of-pocket expenses are payable in advance. Payment of postage expenses,
if
prepayment is requested, is due at least seven days prior to the anticipated
mail date. In the event UMBFS requests advance payment, UMBFS shall not be
obligated to incur such expenses or perform the related Service(s) until
payment
is received.
3.03 Payment
Procedures.
A.
The
Trust agrees to pay all amounts due hereunder within 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). UMBFS may,
at
its option, arrange to have various service providers submit invoices directly
to the Trust for payment of reimbursable out-of-pocket expenses.
B.
In the
event that any charges are disputed, the Trust 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 the Fund
documentation which an objective observer would agree reasonably supports
the
disputed charges (the “Revised Due Date”). Late charges shall not begin to
accrue as to charges disputed in good faith until the first day after the
Revised Due Date.
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3.04 Allocation
of Risk.
The
Trust acknowledges that the fees charged by UMBFS under this Agreement reflect
the allocation of risk between the parties, including the exclusion of remedies
and limitations on liability in Article X. Modifying the allocation of risk
from
what is stated herein would affect the fees that UMBFS charges. Accordingly,
in
consideration of those fees, the Trust agrees to the stated allocation of
risk.
ARTICLE
IV
PROCESSING
AND PROCEDURES
4.01 Issuance,
Redemption and Transfer of Shares
A.
UMBFS
agrees to accept purchase orders and redemption requests with respect to
the
Shares of each Fund via postal mail, telephone or personal delivery on each
Fund
Business Day in accordance with such Fund’s Prospectus; provided, however, that
UMBFS shall only accept purchase orders from states in which the Shares are
qualified for sale, as indicated from time to time by the Trust. UMBFS shall
determine whether each redemption request is in good order and shall effect
such
redemption in accordance with the redemption procedures described in the
Fund’s
Prospectus, including but not limited to whether a redemption fee is payable.
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 a communication
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 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.
B.
Upon
receipt of a redemption request and monies paid to it by the Custodian in
connection with a redemption of Shares, UMBFS shall cancel the redeemed Shares
and after making appropriate deduction for any withholding of taxes required
of
it by applicable federal law, make payment in accordance with the Fund’s
redemption and payment procedures described in the Prospectus.
C.
Except
as otherwise provided in this paragraph, UMBFS will transfer or redeem Shares
upon presentation to UMBFS of instructions endorsed for exchange, transfer
or
redemption, accompanied by such documents as UMBFS deems necessary to evidence
the authority of the person making such transfer or redemption. UMBFS reserves
the right to refuse to transfer or redeem Shares until it is satisfied that
the
endorsement or instructions are valid and genuine. For that purpose, it will
require, unless otherwise instructed by an Authorized Person or except as
otherwise provided in this paragraph, a guarantee of signature by an “Eligible
Guarantor Institution” as that term is defined by SEC Rule 17Ad-15. UMBFS also
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers or
redemptions which UMBFS, in its judgment, deems improper or unauthorized,
or
until it is satisfied that there is no reasonable basis to any claims adverse
to
such transfer or redemption. UMBFS may, in effecting transfers and redemptions
of Shares, rely upon those provisions of the Uniform Act for the Simplification
of Fiduciary Security Transfers (or such other statutes which protect it
and the
Trust in not requiring complete fiduciary documentation) and shall not be
responsible for any act done or omitted by it in good faith in reliance upon
such laws. Notwithstanding the foregoing or any other provision contained
in
this Agreement to the contrary, UMBFS shall be fully protected by each Fund
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.
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D.
Notwithstanding any provision contained in this Agreement to the contrary,
UMBFS
shall not be required or expected to require, as a condition to any transfer
or
redemption of any Shares pursuant to a computer tape or electronic data
transmission, any documents to evidence the authority of the person requesting
the transfer or redemption and/or the payment of any stock transfer taxes,
and
shall be fully protected in acting in accordance with the applicable provisions
of this Article.
E.
In
connection with each purchase and each redemption of Shares, UMBFS shall
send
such statements as are prescribed by the Federal securities laws applicable
to
transfer agents or as described in the Prospectus. It is understood that
certificates for Shares have not been and will not be offered by the Trust
or
available to investors.
F.
UMBFS
and the Trust shall establish procedures for effecting purchase, redemption
or
transfer transactions accepted from investors by telephone or other methods
consistent with the terms of the Prospectus. UMBFS may establish such additional
procedures, rules and regulations governing the purchase, redemption or transfer
of Shares, as it may deem advisable and consistent with the Prospectus and
industry practice. UMBFS shall not be liable, and shall be held harmless
by the
Trust, for its actions or omissions which are consistent with the foregoing
procedures.
G.
The
Trust agrees to provide UMBFS with prior notice of any increase or decrease
in
the total number of Shares authorized to be issued, or the issuance of any
additional Shares of a Fund pursuant to stock dividends, stock splits,
recapitalizations, capital adjustments or similar transactions, and to deliver
to UMBFS such documents, certificates, reports and legal opinions as UMBFS
may
reasonably request.
4.02 Dividends
and Distributions.
A.
The
Trust shall give or cause to be given to UMBFS a copy of a resolution of
its
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
6
(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 a communication received
from or
on behalf of the Fund on such Fund Business Day.
C.
Upon
the mail date specified in such certificate or resolution, as the case may
be,
the Trust shall, in the case of a cash dividend or distribution, cause the
Custodian to deposit in an account in the name of UMBFS on behalf of a Fund,
an
amount of cash sufficient for UMBFS to make the payment, as of the mail date
specified in such certificate or resolution, as the case may be, to the
Shareholders who were of record on the record date. UMBFS will, upon receipt
of
any such cash, make payment of such cash dividends or distributions to the
Shareholders as of the record date. UMBFS shall not be liable for any improper
payments made in accordance with a certificate or resolution described in
the
preceding paragraph. If UMBFS shall not receive from the Custodian sufficient
cash to make payments of any cash dividend or distribution to all Shareholders
of a Fund as of the record date, UMBFS shall, upon notifying the Trust, withhold
payment to such Shareholders until sufficient cash is provided to
UMBFS.
D.
It is
understood that UMBFS in its capacity as transfer agent and dividend disbursing
agent shall in no way be responsible for the determination of the rate or
form
of dividends or capital gain distributions due to the Shareholders pursuant
to
the terms of this Agreement. It is further understood that UMBFS shall file
with
the Internal Revenue Service and Shareholders such appropriate federal tax
forms
concerning the payment of dividend and capital gain distributions but shall
in
no way be responsible for the collection or withholding of taxes due on such
dividends or distributions due to shareholders, except and only to the extent,
required by applicable federal law.
4.03 Records.
A.
UMBFS
shall keep those records specified in Schedule D hereto in the form and manner,
and for such period, as it may deem advisable but not inconsistent with the
rules and regulations of appropriate government authorities, in particular
Rules
31a-2 and 31a-3 under the 1940 Act. UMBFS shall only destroy records at the
direction of the Trust, 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 the Trust from time to time at UMBFS’ discretion, for safekeeping
or disposition by the Trust in accordance with law, such records, papers
and
documents accumulated in the execution of its duties as transfer agent, as
UMBFS
may deem expedient, other than those which UMBFS is itself required to maintain
pursuant to applicable laws and regulations. The Trust shall assume all
responsibility for any failure thereafter to produce any record, paper, or
other
document so returned, if and when required. To the extent required by Section
31
of the 1940 Act and the rules and regulations thereunder, the records specified
in Schedule D hereto maintained by UMBFS, which have not been previously
delivered to the Trust pursuant to the foregoing provisions of this paragraph,
shall be considered to be the property of the Trust, shall be made available
upon request for inspection by the officers, employees, and auditors of the
Trust, and shall be delivered to the Trust promptly upon request and in any
event upon the date of termination of this Agreement, in the form and manner
kept by UMBFS on such date of termination or such earlier date as may be
requested by the Trust. Notwithstanding anything contained herein to the
contrary, UMBFS shall be permitted to maintain copies of any such records,
papers and documents to the extent necessary to comply with the recordkeeping
requirements of federal and state securities laws, tax laws and other applicable
laws.
7
B.
UMBFS
agrees to keep all records and other information relative to the Funds’
Shareholders confidential, not to use such information other than for purposes
of fulfilling its duties under the Agreement and not to disclose such
information except: (i) when requested to divulge such information by
duly-constituted authorities or court process, or (ii) when requested by
a
Shareholder or Shareholder’s agent with respect to information concerning an
account as to which such Shareholder has either a legal or beneficial interest,
or (iii) when requested by the Trust, a Fund, the Shareholder, the Shareholder’s
agent or the dealer of record with respect to such account, or (iv) to seek
to
prevent fraud and/or money laundering by providing certain shareholder
information to other financial institutions, or (v) to an affiliate, as defined
by Section 248.3(a) of Regulation S-P; or (vi) 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 the
Trust
promptly and to secure instructions from a representative of the Trust 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.
ARTICLE
V
REPRESENTATION
AND WARRANTIES
5.01 Representations
of Trust.
The
Trust represents and warrants to UMBFS that:
A.
It is
a statutory trust duly organized and existing under the laws of the State
of
Delaware; it is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-laws to enter into and perform this Agreement;
and
all requisite proceedings have been taken to authorize it to enter into and
perform this Agreement.
B.
It is
duly registered as an investment company under the 1940 Act.
C.
A
registration statement under the Securities Act is currently effective and
will
remain effective, and appropriate state securities laws filings have been
made
and will continue to be made, with respect to Shares of the Trust being offered
for sale.
8
D.
All
outstanding Shares are validly issued, fully paid and non-assessable and
when
Shares are hereafter issued in accordance with the terms of the Trust’s
Agreement and Declaration of Trust and its Prospectus with respect to each
Fund,
such Shares shall be validly issued, fully paid and non-assessable.
E.
All
shareholder tax reporting has been completed timely and accurately, including
the distribution of Forms 5498s for the 2006 tax year.
F.
The
Funds, and all shareholder accounts, are in balance and all accounts reconciled
and current as of the date of this 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 Agreement to UMBFS.
5.02 Representations
of UMBFS.
UMBFS
represents and warrants to the Trust that:
A.
It is
a corporation duly organized and existing under the laws of the State of
Wisconsin; it is empowered under applicable law and by its Articles of
Incorporation and By-laws to enter into and perform this Agreement; and all
requisite proceedings have been taken to authorize it to enter into and perform
this Agreement.
B.
It is
duly registered as a transfer agent under Section 17A of the Exchange Act
to the
extent required.
C.
It has
received a copy of each Fund’s Prospectus which describes how sales and
redemptions of Shares shall be made.
ARTICLE
VI
ADDITIONAL
COVENANTS AND AGREEMENTS
6.01 Information
Updates.
During
the term of this Agreement the Trust shall have the ongoing obligation to
provide UMBFS with the following documents as soon as they become effective:
(i)
certified copies of all amendments to its Agreement and Declaration of Trust
and
By-laws made after the date of this Agreement; and (ii) a copy of each Fund’s
currently effective Prospectus. For purposes of this Agreement, UMBFS shall
not
be deemed to have notice of any information contained in any such Prospectus
until three (3) business days after it is actually received by
UMBFS.
6.02 Share
Qualification.
The
Trust agrees to take or cause to be taken all requisite steps to qualify
the
Shares for sale in all states in which the Shares shall at the time be offered
for sale and require qualification. If the Trust receives notice of any stop
order or other proceeding in any such state affecting such qualification
or the
sale of Shares, or of any stop order or other proceeding under the federal
securities laws affecting the sale of Shares, the Trust will give prompt
notice
thereof to UMBFS.
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6.03 Compliance
with Laws.
The
Trust will comply with all applicable requirements of the Securities Act,
the
Exchange Act, the 1940 Act, blue sky laws, and any other applicable laws,
rules
and regulations.
6.04 Additional
Duties.
The
Trust agrees that it shall advise UMBFS at least 30 days prior to effecting
any
change in any 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 any and all computer programs,
screen formats, report formats, procedures, data bases, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, trade secrets, trademarks and
other
related legal rights provided, developed or utilized by UMBFS in connection
with
the Services provided by UMBFS to the Trust hereunder.
6.06 Disaster
Recovery and Business Continuity Plan and Computer
System.
UMBFS
shall maintain a disaster recovery and business continuity plan and adequate
and
reliable computer and other equipment necessary and appropriate to carry
out its
obligations under this Agreement. Upon the Trust’s reasonable request, UMBFS
shall provide supplemental information concerning the aspects of its disaster
recovery and business continuity plan that are relevant to the Services
hereunder.
ARTICLE
VII
AML
DELEGATION
7.01 Background. In
order
to assist its transfer agent clients with their anti-money laundering
responsibilities under the AML Laws, UMBFS offers various tools designed
to
promote the detection and reporting of potential money laundering activity
by
monitoring certain aspects of shareholder activity, assist in the verification
of persons opening accounts with the Trust and determine whether such persons
appear on any list of known or suspected terrorists or terrorist organizations
(“Monitoring Activities”). In connection with the Monitoring Activities, UMBFS
may encounter shareholder activity that would require it to file a Suspicious
Activity Report (“SAR”) with the Department of the Treasury’s Financial Crimes
Enforcement Network (“FinCEN”). The Trust has, after review, selected various
procedures and tools offered by UMBFS to comply with its anti-money laundering
and customer identification program obligations under the AML Laws (the “AML
Procedures”), and desires to implement the AML Procedures as part of its overall
anti-money laundering program and, subject to the terms of the AML Laws,
delegate to UMBFS the day-to-day operation of the AML Procedures on behalf
of
the Trust.
7.02 Delegation.
A. The
Trust
acknowledges that it has had an opportunity to review, consider and comment
upon
and select the AML Procedures and the Trust has determined that they, as
part of
the Trust’s overall anti-money laundering program, are reasonably designed to
prevent the Trust from being used for money laundering or the financing of
terrorist activities and to achieve compliance with the applicable provisions
of
the AML Laws. Based on this determination, the Trust hereby instructs and
directs UMBFS to implement the AML Procedures on its behalf, as such may
be
amended or revised from time to time. The customer identification verification
component of the AML Procedures applies only to shareholders who are residents
of the United States.
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B. The
Trust
hereby delegates to UMBFS the authority to report suspicious transactions
encountered during the course of UMBFS’ Monitoring Activities (“Suspicious
Activity”) to FinCEN. For purposes of this Article VII, the term Suspicious
Activity shall mean and include any transaction which requires reporting
under
31 CFR §103.15(a)(2).
7.03 SAR
Filing Procedures.
A.
When
UMBFS observes any Suspicious Activity, UMBFS shall prepare a draft of a
SAR on
Form SAR-SF, and shall send a copy to the Trust’s AML compliance officer for
review. UMBFS shall complete each SAR in accordance with the procedures set
forth in 31 CFR §103.15(a)(3), with the intent to satisfy the reporting
obligation of both UMBFS and the Trust. Accordingly, the SAR shall include
the
name of both UMBFS and the Trust, and shall include the words, “joint filing” in
the narrative section.
B.
The
Trust’s AML compliance officer shall review the SAR and provide comments, if
any, to UMBFS within a time frame sufficient to permit UMBFS to file the
SAR in
accordance with the deadline set forth in 31 CFR §103.15(b)(3). Upon receipt of
final approval, UMBFS shall file the SAR in accordance with the procedures
set
forth in 31 CFR §103.15(b).
C.
UMBFS
shall provide to the Trust a copy of each SAR filed, together with supporting
documentation. In addition, UMBFS shall maintain a copy of the same for a
period
of five (5) years from the date of the SAR filing.
D.
Nothing
in this Article VII shall prevent either party from making a determination
that
such party has an obligation under the Act to file a SAR relating to any
Suspicious Activity, and from making such filing independent of the other
party
hereto.
7.04
Amendment
to Procedures.
It is
contemplated that the AML Procedures will be amended from time to time by
the
parties as directed by the Trust based on its experience in the operation
of the
AML Procedures and/or as additional regulations are adopted and/or regulatory
guidance is provided relating to the Trust’s anti-money laundering
responsibilities.
7.05 Reporting.
UMBFS
agrees to provide to the Trust (i) prompt 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) prompt notification of any true and complete
match of a Fund’s shareholder(s) to the names included on the Office of Foreign
Asset Controls (OFAC) list or any Section 314(a) search list; (iii) 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; (iv) any
action taken in response to anti-money laundering violations as described
in (i)
or (ii); and (v) 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 the Trust as may be
agreed
to from time to time by UMBFS and the Trust’s AML compliance
officer.
11
7.06 Inspection.
The
Trust
hereby directs, and UMBFS acknowledges, that UMBFS shall (1) permit federal
regulators access to such information and records maintained by UMBFS and
relating to UMBFS’ implementation of the AML Procedures on behalf of the Trust,
as they may request, and (2) permit such federal regulators to inspect UMBFS’
implementation of the AML Procedures on behalf of the Trust.
ARTICLE
VIII
TRUST
INSTRUCTIONS
8.01 Authorized
Persons.
Upon
the execution of this Agreement, the Trust shall provide UMBFS with a
certificate containing the names of the initial Authorized Persons in a form
acceptable to UMBFS. Any officer of the Trust shall be considered an Authorized
Person (unless such authority is limited in a writing from the Trust and
received by UMBFS) and has the authority to certify to UMBFS the names of
the
Authorized Persons from time to time. The Trust shall provide UMBFS with
an
updated certificate evidencing the appointment, removal or change of authority
of any Authorized Person, it being understood that UMBFS shall not be held
to
have notice of any change in the authority of any Authorized Person until
receipt of written notice thereof from the Trust.
8.02 Acceptance
of Instructions.
UMBFS,
its officers, agents or employees shall accept Instructions given to them
by any
person representing or acting on behalf of the Trust only if such representative
is an Authorized Person. The Trust agrees that when oral Instructions are
given,
it shall, upon the request of UMBFS, confirm such Instructions in
writing.
8.03 Request
for Instructions.
At any
time, UMBFS may request Instructions from the Trust with respect to any matter
arising in connection with this Agreement. If such Instructions are not received
within a reasonable time, then UMBFS may seek advice from legal counsel for
the
Trust at the expense of the Trust, 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.
ARTICLE
IX
RULE
22c-2 MONITORING
9.01 Background.
Rule
22c-2 of the 1940 Act requires the Trust to obtain and analyze information
about
the trading activity of shareholders investing through Financial Intermediaries
on an undisclosed basis (“Shareholder Information”) for the purpose of assisting
the Trust in implementing its policies on frequent trading of Fund shares.
In
its capacity as transfer agent, UMBFS has access to Shareholder Information
through the SunGard Transaction Network 22c-2 Service Solution (“STN 22c-2
Service System”).
12
9.02 Monitoring
Procedures.
A. The
Trust
has adopted policies concerning the frequent trading of its shares. For the
purpose of implementing Rule 22c-2, the Trust has adopted criteria designed
to
detect frequent trading activity (“Monitoring Procedures”) for each Fund and has
communicated such criteria to UMBFS.
B. The
Trust
hereby instructs and directs UMBFS to implement the Monitoring Procedures
on its
behalf, as such may be amended or revised from time to time.
9.03 Shareholder
Information Agreements.
Rule
22c-2 requires the Trust to have in place a written agreement with each
shareholder that is a Financial Intermediary. The Trust has previously approved
a form of Shareholder Information Agreement for UMBFS’ use (“SIA”). UMBFS will
enter into an SIA in its capacity as transfer agent for the Trust with each
Financial Intermediary that opens an account with the Trust (or will do so
in
the case of Financial Intermediaries that open an account with the Trust
in the
future). In the event a Financial Intermediary tenders a form of SIA materially
different from the form of SIA approved by the Trust, the Trust will be
responsible for reviewing and negotiating such SIA.
9.04 Information
Requests.
UMBFS
will inform the Trust each time the Monitoring Procedures indicate frequent
trading activity in the Funds. Upon each such occurrence, UMBFS and the Trust
will review the trading information, together with such other information
as
UMBFS and the Trust deem relevant, to determine whether additional information
should be requested. UMBFS will submit information requests to Financial
Intermediaries in accordance with the Trust’s Monitoring Procedures or as
otherwise directed by the Trust. When such additional information is obtained
from the Financial Intermediary, UMBFS will forward the information to the
Trust
for further consideration.
9.05 Implementation
of Trading Restrictions.
In the
event the Trust determines that a trading restriction should be applied,
UMBFS
shall instruct the Financial Intermediary to implement the appropriate
restrictions as articulated by the Trust.
9.06 Record
Retention.
UMBFS
shall maintain, in an easily accessible place, a copy of each executed SIA
in
its possession for no less than six years beyond the termination date of
such
SIA or for such period that UMBFS provides Services under the Agreement,
whichever is shorter.
9.07 STN
22c-2 Service System.
The
Trust acknowledges that UMBFS’ provision of the services contemplated in this
Article IX in part depends on UMBFS’ use of a proprietary technology solution
developed by SunGard Institutional Brokerage, Inc. (“SunGard”). UMBFS may
provide the Trust with access to the STN 22c-2 Service System for the sole
purpose of reviewing shareholder trading activity to identify frequent trading
in shares of the Funds. Therefore, the Trust hereby agrees to the
following:
13
A. Any
access to software made available to the Trust in connection with the provision
of services under this Article IX, including, without limitation, the STN
22c-2
Service System, is licensed, not sold, and SunGard and/or UMBFS (and their
affiliates) shall retain all right, title and interest in such software.
The
Trust is granted a nonexclusive, limited license to use the software for
the
sole and limited purpose described in this Article IX. Such license shall
immediately terminate upon termination of this Agreement. In addition, any
license to use the STN 22c-2 Service System shall immediately terminate in
the
event that UMBFS’ license to use the STN 22c-2 Service System is terminated.
Upon termination of any such software license, the Trust will discontinue
all
use of the STN 22c-2 Service System and any written documentation provided
to
the Trust by UMBFS or SunGard. The Trust agrees to assist UMBFS with its
obligations to return STN 22c-2 Service System materials resulting from
termination of the license.
B. The
Trust
shall maintain in connection with its access to the STN 22c-2 Service System,
reasonable access controls and system security requirements necessary to
protect
the confidentiality and intellectual property rights of SunGard in the STN
22c-2
Service System. The Trust agrees that any contractors hired by the Trust
with
access to the STN 22c-2 Service System shall enter into a confidentiality
agreement concerning such access.
C.
DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE IX, ANY ACCESS TO
THE STN
22c-2 SERVICE SYSTEM IS PROVIDED ON AN “AS IS” BASIS. UMBFS MAKES NO
REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE,
NON-INTERFERENCE, OR NON-INFRINGEMENT. UMBFS SHALL HAVE NO LIABILITY WITH
RESPECT TO ANY THIRD PARTY PRODUCTS OR SERVICES.
ARTICLE
X
LIMITATION
OF LIABILITY; INDEMNIFICATION
10.01 Limitation
of Liability.
Notwithstanding
anything contained in this Agreement to the contrary, UMBFS shall not be
liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust or the Funds in connection with the matters to which this Agreement
relates, except for a loss resulting from UMBFS’ willful misfeasance, bad faith
or negligence in the performance of its duties or from reckless disregard
by it
of its obligations and duties under this Agreement. Furthermore, UMBFS shall
not
be liable for (1) any action taken or omitted to be taken in accordance with
or
in reasonable reliance upon written or oral instructions, communications,
data,
documents or information (without investigation or verification) received
by
UMBFS from an authorized officer, representative or agent of the Trust or
from a
representative of any of the parties referenced in Section 12.09, or (2)
any
action taken or omission by the Trust, investment adviser(s) or any past
or
current service provider.
10.02 Indemnification.
The
Trust
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:
14
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’
reasonable reliance on, implementation of, or use, without investigation
or
verification, of information, data, records and documents received by UMBFS
from
the Trust, or from a representative of any of the parties referenced in Section
12.09, or any third party acting on behalf of the Trust;
C.
the
reasonable reliance on, or the implementation of, any Instructions or any
other
communication, instructions, requests or directions of the Trust or from
a
representative of any of the parties referenced in Section 12.09, or any
third
party acting on behalf of 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 the Trust;
E. any
action taken by or omission of 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’ willful misfeasance, bad faith or
negligence in the performance of its duties or from reckless disregard by
it of
its obligations and duties under this Agreement. 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’ willful misfeasance, bad faith or negligence.
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.
the
Trust’s refusal or failure to comply with the terms of the Agreement, or any
Claim that arises out of the Trust’s negligence or misconduct or breach of any
representation or warranty of the Trust made herein.
10.03 Indemnification
Procedures.
UMBFS
will notify the Trust promptly after identifying any situation which it believes
presents or appears likely to present a Claim for which the Trust may be
required to indemnify or hold UMBFS harmless hereunder. In such event, the
Trust
shall have the option to defend UMBFS against any Claim, and, in the event
that
the Trust so elects, such defense shall be conducted by counsel chosen by
the
Trust and approved by UMBFS in its reasonable discretion. UMBFS shall not
confess any Claim or make any compromise in any case in which the Trust will
be
asked to provide indemnification, except with the Trust’s prior written consent.
The obligations of the parties under Sections 10.02 and 10.03 shall survive
the
termination of this Agreement.
15
10.04 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.
10.05 Consequential
Damages.
In no
event and under no circumstances shall UMBFS, its affiliates or any of its
or
their officers, directors, agents or employees be liable to anyone, including,
without limitation, the Trust, under any theory of tort, contract, strict
liability or other legal or equitable theory for lost profits, exemplary,
punitive, special, indirect or consequential damages for any act or failure
to
act under any provision of this Agreement regardless of whether such damages
were foreseeable and even if advised of the possibility thereof.
10.06 Additional
Limitations and Exclusions.
Notwithstanding any other provision of this Agreement, UMBFS shall have no
duty
or obligation under this Agreement to inquire into, and shall not be liable
for:
A.
The
legality of the issue or sale of any Shares, the sufficiency of the amount
to be
received therefor, or the authority of the Trust, 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 the
Trust,
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
D.
The
legality of any recapitalization or readjustment of Shares.
ARTICLE
XI
TERM
AND TERMINATION
11.01 Term.
This
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 Agreement shall continue in effect with respect
to
each Fund until terminated as provided herein.
11.02 Termination.
Either
party may terminate this Agreement 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 event such notice is
given
by the Trust pursuant to Section 11.02, 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 to terminate this Agreement and designating
the successor transfer agent or transfer agents. In the event such notice
is
given by UMBFS, the Trust shall on or before the termination date, deliver
to
UMBFS a copy of a resolution of its Board of Trustees certified by the Secretary
or any Assistant Secretary designating a successor transfer agent or transfer
agents. In the absence of such designation by the Trust, the Trust shall
be
deemed to be its own transfer agent as of the termination date and UMBFS
shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement. Fees and out-of-pocket expenses incurred by UMBFS, but unpaid
by the
Trust upon such termination, shall be immediately due and payable upon and
notwithstanding such termination.
16
11.03 Effect
of Termination.
Notwithstanding anything herein to the contrary, upon the termination of
the
Agreement as provided herein or the liquidation of a Fund or the Trust, UMBFS
shall deliver the records of the Trust to the Trust or its successor transfer
agent in a form that is consistent with UMBFS’ applicable license agreements at
the expense of the Trust, and thereafter the Trust or its designee shall
be
solely responsible for preserving the records for the periods required by
all
applicable laws, rules and regulations. The Trust 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
the Trust in connection with the preparation of such media and agreed upon
by
UMBFS; (c) transportation of forms and other materials used in connection
with
the processing of Trust transactions by UMBFS; and (d) transportation of
records
and files in the possession of UMBFS. In addition, UMBFS shall be entitled
to
such compensation as the parties may mutually agree for any services other
than
the preparation and delivery of such media requested by the Trust and agreed
to
by UMBFS in connection with the termination of this Agreement or the liquidation
or merger of the Trust. UMBFS shall not reduce the level of service provided
to
the Trust prior to termination following notice of termination by the
Trust.
ARTICLE
XII
MISCELLANEOUS
12.01 Notices.
Any
notice required or permitted to be given by either party to the other under
this
Agreement shall be in writing and shall be deemed to have been given when
sent
by either an overnight delivery service or by registered or certified mail,
postage prepaid, return receipt requested, to the addresses listed below,
or to
such other location as either party may from time to time designate in
writing:
|
If
to UMBFS:
|
UMB
Fund Services, Inc.
|
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx,
Xxxxxxxxx 00000
Attention:
General Counsel
|
If
to the Trust:
|
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx,
Xxxxxxxxx 00000
Attention:
President
17
With
a
copy to:
Xxxxx
Xxxxx Xxxxx, Esq.
Xxxxxx
Price PC
000
Xxxxx
XxXxxxx Xxxxxx
Xxxxxxx,
XX 00000
12.02 Amendments/Assignments.
A.
Except
as provided to the contrary herein, this Agreement may not be amended or
modified in any manner except by a written agreement executed by both parties
with the formality of this Agreement.
B.
This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns. This Agreement shall not be assignable
by either party without the written consent of the other party, except that
UMBFS may assign this Agreement to an affiliate with advance written notice
to
the Trust.
12.03 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Wisconsin, without regard to its conflict of law
provisions.
12.04 Severability.
If any
part, term or provision of this Agreement is determined by the courts or
any
regulatory authority having jurisdiction over the issue to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal
or
invalid.
12.05 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original; but such counterparts shall, together, constitute
only
one instrument.
12.06 Non-Exclusivity;
Other Agreements.
The
services of UMBFS hereunder are not deemed exclusive and UMBFS shall be free
to
render similar and other services to others. Except as specifically provided
herein, this Agreement does not in any way affect any other agreements entered
into among the parties hereto and any actions taken or omitted by any party
hereunder shall not affect any rights or obligations of any other party
hereunder.
12.07 Captions.
The
captions in the Agreement are included for convenience of reference only,
and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
12.08 Trust
Limitations.
This
Agreement is executed by the Trust with respect to each of the Funds and
the
obligations hereunder are not binding upon any of the trustees, officers
or
shareholders of the Trust individually but are binding only upon the Fund
to
which such obligations pertain and the assets and property of such Fund.
All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations
of
another Fund.
18
12.09 Reliance
on Information and Instructions.
The
Trust, under the supervision of its Board of Trustees, shall cause its officers,
investment adviser(s) and sub-advisers, legal counsel, independent accountants,
custodian and other service providers and agents to cooperate with UMBFS
and to
provide UMBFS with such information, documents and communications as necessary
and/or appropriate or as requested by UMBFS, in order to enable UMBFS to
perform
its duties hereunder. The Trust shall use its best efforts to cause any of
its
former officers, investment adviser(s) and sub-advisers, legal counsel,
independent accountants, custodian or other service providers to provide
UMBFS
with such information, documents and communications as necessary and/or
appropriate in order to enable UMBFS to perform its duties hereunder. In
connection with its duties hereunder, UMBFS shall (without investigation
or
verification) reasonably be entitled, and is hereby instructed to, rely upon
any
and all instructions, communications, information or documents provided to
UMBFS
by an authorized officer, representative or agent of the Trust 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 the Trust.
UMBFS shall not be held to have notice of any change of authority of any
officer, agent, representative or employee of the Trust, investment adviser(s)
or service provider until receipt of written notice thereof from the
Trust.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
19
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.
|
|
|
By:
______________________________
|
By:
________________________________
|
|
(Signature)
|
(Signature)
|
|
______________________________
|
________________________________
|
|
(Name)
|
(Name)
|
|
______________________________
|
________________________________
|
|
(Title)
|
(Title)
|
|
______________________________
|
________________________________
|
|
(Date
Signed)
|
(Date
Signed)
|
20
Schedule
A
to
the
by
and between
and
UMB
Fund Services, Inc.
NAMES
OF FUNDS
Zacks
Multi-Cap Opportunities Fund
21
Schedule
B
to
the
by
and between
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
|
|
¨
|
Determine
whether redemption requests are in good order and effect such redemptions
in accordance with the redemption procedures described in the Fund’s
Prospectus, including but not limited to whether a redemption fee
is
payable.
|
|
¨
|
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
|
22
|
¨
|
Calculate
12b-1 plan fees and payments under shareholder servicing
plans
|
|
¨
|
Provide
standards to structure forms and applications for efficient
processing
|
|
¨
|
Follow
up on IRAs, soliciting beneficiary and other information and sending
required minimum distribution reminder
letters
|
|
¨
|
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 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
|
23
Schedule
D
to
the
Transfer
Agent Agreement
by
and between
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
24
