TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT is made as of this 30th day of June, 2003, by and between
XXX XXXXX TRUST (the "Trust"), a Massachusetts business trust having its
principal place of business at 0000 Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxx Xxxxxxxx
00000, and ULTIMUS FUND SOLUTIONS, LLC ("Ultimus"), a limited liability company
organized under the laws of the State of Ohio and having its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires that Ultimus perform certain transfer agent and
shareholder services for each series of the Trust, listed on Schedule A attached
hereto and made part of this Agreement, as such Schedule A may be amended from
time to time (individually referred to herein as the "Portfolio" and
collectively as the "Portfolios"); and
WHEREAS, Ultimus is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. RETENTION OF ULTIMUS.
The Trust hereby retains Ultimus to perform for the Trust transfer agent
services as set forth below. Ultimus also agrees to perform for the Trust such
special services incidental to the performance of the services enumerated herein
as agreed to by the parties from time to time. Ultimus shall perform such
additional services as are provided on an amendment to this Agreement hereof, in
consideration of such fees, if any, as the parties hereto may agree.
(a) SHAREHOLDER TRANSACTIONS
(i) Process shareholder purchase and redemption orders in accordance
with conditions set forth in the Trust's prospectus.
(ii) Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
(iii)Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(iv) Issue periodic statements for shareholders.
(v) Process transfers and exchanges.
(vi) Act as a service agent and process dividend payments, including
the purchase of new shares, through dividend reimbursement.
1
(vii)Record the issuance of shares and maintain pursuant to Rule
17Ad-10(e) of the 1934 Act a record of the total number of shares
of each Portfolio which are authorized, based upon data provided
to it by the Trust, and issued and outstanding.
(viii) Perform such services as are required to comply with Rules
17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder
Rules").
(ix) Administer and/or perform all other customary services of a
transfer agent.
(b) SHAREHOLDER INFORMATION SERVICES
(i) Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
(ii) Produce detailed history of transactions through duplicate or
special order statements upon request.
(iii)Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
(iv) Respond as appropriate to all inquiries and communications from
shareholders relating to shareholder accounts.
(c) COMPLIANCE REPORTING
(i) Provide reports to the Securities and Exchange Commission and the
states in which the Portfolios are registered.
(ii) Prepare and distribute appropriate Internal Revenue Service forms
for shareholder income and capital gains.
(iii) Issue tax withholding reports to the Internal Revenue Service.
(d) Dealer/Load Processing (if applicable)
(i) Provide reports for tracking rights of accumulation and purchases
made under a letter of intent.
(ii) Account for separation of shareholder investments from
transaction sale charges for purchase of Portfolio shares.
(iii)Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
(iv) Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Portfolio.
2
(e) SHAREHOLDER ACCOUNT MAINTENANCE
(i) Maintain all shareholder records for each account in each
Portfolio.
(ii) Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
(iii) Record shareholder account information changes.
(iv) Maintain account documentation files for each shareholder.
Ultimus shall perform such other services for the Trust that are mutually
agreed upon by the parties from time to time either at no additional fees or for
such reasonable and customary fees as are mutually agreed upon by the parties;
provided, however that the Trust may retain third parties to perform such other
services. Such services may include performing internal audit examination;
mailing the annual reports of the Portfolios; preparing an annual list of
shareholders; and mailing notices of shareholders' meetings, proxies and proxy
statements, for all of which the Trust will pay Ultimus' out-of-pocket expenses.
2. SUBCONTRACTING.
Ultimus may, at its expense and upon prior written approval from the Trust,
subcontract with any entity or person concerning the provision of the services
contemplated hereunder; provided, however, that Ultimus shall not be relieved of
any of its obligations under this Agreement by the appointment of such
subcontractor and provided further, that Ultimus shall be responsible, to the
extent provided in Section 7 hereof, for all acts of such subcontractor as if
such acts were its own.
3. COMPENSATION.
The Trust shall pay for the services to be provided by Ultimus under this
Agreement in accordance with, and in the manner set forth in, Schedule B
attached hereto, as such Schedule may be amended from time to time.
If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, Ultimus' compensation for that
part of the month in which the Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above. Payment
of Ultimus' compensation for the preceding month shall be made promptly.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying Ultimus the fees described in Schedule B attached
hereto, the Trust agrees to reimburse Ultimus for its reasonable out-of-pocket
expenses in providing services hereunder, including without limitation the
following:
(a) All freight and other delivery and bonding charges incurred by Ultimus
in delivering materials to and from the Trust;
3
(b) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Ultimus in communication
with the Trust, the Trust's investment adviser or custodian, dealers
or others as required for Ultimus to perform the services to be
provided hereunder;
(c) The cost of microfilm or microfiche of records or other materials;
(d) The cost of printing and generating confirmations, statements and
other documents and the cost of mailing such documents to shareholders
and others;
(e) All reasonable fees charged and expenses incurred by Ultimus in
connection with its performance, on behalf of the Trust, of the AML
Services (as defined in Section 23 hereof);
(f) All expenses incurred in connection with any custom programming or
systems modifications required to provide any special reports or
services requested by the Trust;
(g) Any expenses Ultimus shall incur at the written direction of an
officer of the Trust thereunto duly authorized other than an employee
or other affiliated person of Ultimus who may otherwise be named as an
authorized representative of the trust for certain purposes; and
(h) Any additional expenses reasonably incurred by Ultimus in the
performance of its duties and obligations under this Agreement.
Ultimus agrees that it shall obtain approval from the Trust prior to
incurring any out-of-pocket expense that is expected to exceed $500.
5. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Portfolio as of the
date first written above (or, if a particular Portfolio is not in existence on
that date, on the date such Portfolio commences operation) (the "Effective
Date").
6. TERM OF THIS AGREEMENT.
The term of this Agreement shall continue in effect, unless earlier
terminated by either party hereto as provided hereunder, for a period of two
years. Thereafter, unless otherwise terminated as provided herein, this
Agreement shall be renewed automatically for successive one-year periods.
This Agreement may be terminated without penalty: (i) by provision of sixty
(60) days' written notice; (ii) by mutual agreement of the parties; or (iii) for
"cause" (as defined herein) upon the provision of thirty (30) days' advance
written notice by the party alleging cause.
For purposes of this Agreement, "cause" shall mean: (i) a material breach
of this Agreement that has not been remedied within thirty (30) days following
written notice of such breach from the non-breaching party, (ii) a series of
negligent acts or omissions or breaches of this Agreement which, in the
aggregate, constitute in the reasonable judgment of the Trust, a serious failure
to perform satisfactorily Ultimus' obligations hereunder; (iii) a final,
unappealable
4
judicial, regulatory or administrative ruling or order in which the party to be
terminated has been found guilty of criminal or unethical behavior in the
conduct of its business; or (iv) financial difficulties on the part of the party
to be terminated which are evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as from time to
time is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or the
modification or alteration of the rights of creditors.
Notwithstanding the foregoing, after such termination for so long as
Ultimus, with the written consent of the Trust, in fact continues to perform any
one or more of the services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including without limitation
the provisions dealing with indemnification, shall continue in full force and
effect. Compensation due Ultimus and unpaid by the Trust upon such termination
shall be immediately due and payable upon and notwithstanding such termination.
Ultimus shall be entitled to collect from the Trust, in addition to the
compensation described in Schedule B, the amount of all of Ultimus' cash
disbursements for services in connection with Ultimus' activities in effecting
such termination, including without limitation, the delivery to the Trust and/or
its designees of the Trust's property, records, instruments and documents.
7. STANDARD OF CARE.
The duties of Ultimus shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Ultimus
hereunder. Ultimus shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing the
services provided for under this Agreement. Ultimus shall be liable for any
damages arising directly or indirectly out of Ultimus' failure to perform its
duties under this Agreement to the extent such damages arise directly or
indirectly out of Ultimus' willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder. (As used in this Article 7, the term "Ultimus" shall include
directors, officers, employees and other agents of Ultimus as well as Ultimus
itself.)
Without limiting the generality of the foregoing or any other provision of
this Agreement, (i) Ultimus shall not be liable for losses beyond its reasonable
control, provided that Ultimus has acted in accordance with the standard of care
set forth above; and (ii) Ultimus shall not be liable for the validity or
invalidity or authority or lack thereof of any instruction, notice or other
instrument that Ultimus reasonably believes to be genuine and to have been
signed or presented by a duly authorized representative of the Trust (other than
an employee or other affiliated persons of Ultimus who may otherwise be named as
an authorized representative of the Trust for certain purposes).
Ultimus may apply to the Trust at any time for instructions and may consult
with counsel for the Trust or its own counsel and with accountants and other
experts with respect to any matter arising in connection with Ultimus' duties
hereunder, and Ultimus shall not be liable or accountable for any action taken
or omitted by it in good faith in accordance with such instruction or with the
reasonable opinion of such counsel, accountants or other experts qualified to
render such opinion.
8. INDEMNIFICATION.
The Trust agrees to indemnify and hold harmless Ultimus from and against
any and all actions, suits, claims, losses, damages, costs, charges, reasonable
counsel fees and disbursements,
5
payments, expenses and liabilities (including reasonable investigation expenses)
(collectively, "Losses") arising directly or indirectly out of any action or
omission to act which Ultimus takes (i) at any request or on the direction of or
in reliance on the reasonable advice of the Trust, (ii) upon any instruction,
notice or other instrument that Ultimus reasonably believes to be genuine and to
have been signed or presented by a duly authorized representative of the Trust
(other than an employee or other affiliated person of Ultimus who may otherwise
be named as an authorized representative of the Trust for certain purposes) or
(iii) on its own initiative, in good faith and in accordance with the standard
of care set forth herein, in connection with the performance of its duties or
obligations hereunder; provided, however that the Trust shall have no obligation
to indemnify or reimburse Ultimus under this Article 8 to the extent that
Ultimus is entitled to reimbursement or indemnification for such Losses under
any liability insurance policy described in this Agreement or otherwise.
Ultimus shall not be indemnified against or held harmless from any Losses
arising directly or indirectly out of Ultimus' own willful misfeasance, bad
faith, negligence in the performance of its duties, or reckless disregard of its
obligations and duties hereunder. (As used in this Article 8, the term "Ultimus"
shall include directors, officers, employees and other agents of Ultimus as well
as Ultimus itself.)
9. RECORD RETENTION AND CONFIDENTIALITY.
Ultimus shall keep and maintain on behalf of the Trust all books and
records which the Trust and Ultimus is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance
of books and records in connection with the services to be provided hereunder.
Ultimus further agrees that all such books and records shall be the property of
the Trust and to make such books and records available for inspection by the
Trust or by the SEC at reasonable times and otherwise to keep confidential all
books and records and other information relative to the Trust and its
shareholders.
Without limiting the foregoing, Ultimus expressly agrees that:
(a) "nonpublic personal information" relating to "consumers" and
"customers" of the Trust (as those terms are defined in Regulation
S-P) provided by or at the direction of the Trust to Ultimus, or
collected or retained by Ultimus in the course of performing its
duties as administrator will be kept confidential. Ultimus will not
use, disclose, sell or in any way transfer such nonpublic personal
information to any person or entity, except as necessary to perform
its obligations under this Agreement, at the direction of the Trust or
otherwise as required or permitted by law;
(b) it will maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and
integrity of, and to prevent unauthorized access to or use of, records
and information relating to consumers and customers of the Trust.
Ultimus will adhere to the privacy policy and procedures of the Trust
and its respective policies and procedures governing information
security. The Trust reserves the right to audit Ultimus to ensure
compliance with such policies and procedures and applicable privacy
laws; and
(c) at the request of the Trust, Ultimus will provide the Trustees with
periodic reports outlining its policies and procedures governing
information security and the implementation of such policies and
procedures. Ultimus will promptly report to the
6
Trust any material changes to these policies and procedures before, or
promptly after, the adoption of such changes.
10. FORCE MAJEURE.
Ultimus assumes no responsibility hereunder, and shall not be liable, for
any damage, loss of data, delay or any other loss whatsoever caused by events
beyond its reasonable control, including acts of civil or military authority,
national emergencies, fire, flood, catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply;
provided, however, that upon the occurrence of any such event, Ultimus shall use
commercially reasonable best efforts to limit such damages, loss of data, delays
or other losses.
11. RIGHTS OF OWNERSHIP; RETURN OF RECORDS.
All records and other data except computer programs and procedures
developed to perform services required to be provided by Ultimus are the
exclusive property of the Trust and all such records and data will be furnished
to the Trust in appropriate form as soon as practicable after termination of
this Agreement for any reason. Ultimus may at its option at any time, and shall
promptly upon the Trust's demand, turn over to the Trust and cease to retain
Trust files, records and documents created and maintained by Ultimus pursuant to
this Agreement which are no longer needed by Ultimus in the performance of its
services or for its legal protection. If not so turned over to the Trust, (1)
such documents and records will be copied and complete copies shall be delivered
to the Trust by Ultimus as soon as reasonably practical, and (2) the original
documents and records will be retained by Ultimus for six years from the year of
creation. At the end of such six-year period, such records and documents will be
turned over to the Trust unless the Trust authorizes in writing the destruction
of such records and documents.
12. REPRESENTATIONS OF THE TRUST.
The Trust certifies to Ultimus that: (1) as of the close of business on the
Effective Date, each Portfolio that is in existence as of the Effective Date has
authorized unlimited shares, and (2) this Agreement has been duly authorized by
the Trust and, when executed and delivered by the Trust, will constitute a
legal, valid and binding obligation of the Trust, enforceable against the Trust
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
13. REPRESENTATIONS OF ULTIMUS.
Ultimus represents and warrants that: (1) the various procedures and
systems which Ultimus has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause the records, and other
data of the Trust and Ultimus' records, data, equipment facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as are required for the
secure performance of its obligations hereunder, (2) this Agreement has been
duly authorized by Ultimus and, when executed and delivered by Ultimus, will
constitute a legal, valid and binding obligation of Ultimus, enforceable against
Ultimus in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties, (3) it is duly registered
with the appropriate regulatory agency as a transfer agent and such registration
will remain in full force and effect for the duration of this Agreement, and (4)
it has and will continue to have access to
7
the necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
14. INSURANCE.
Ultimus shall furnish the Trust with pertinent information concerning the
professional liability insurance coverage that it maintains. Such information
shall include the identity of the insurance carrier(s), coverage levels and
deductible amounts. Ultimus shall notify the Trust should any of its insurance
coverage be canceled or reduced. Such notification shall include the date of
change and the reasons therefor. Ultimus shall notify the Trust of any material
claims against it with respect to services performed under this Agreement,
whether or not they may be covered by insurance, and shall notify the Trust from
time to time as may be appropriate of the total outstanding claims made by
Ultimus under its insurance coverage.
Further, Ultimus shall furnish the Trust with a Certificate of Insurance or
a copy of the policy evidencing such coverage, which insurance shall name the
Trust as an Insured Investment Company under the policy, and shall contain a
60-day "cancellation" clause and a "changes in exposure" clause. Such policy
shall be primary coverage as between Ultimus and the Trust and such insurance
coverage shall not limit the liability of Ultimus to the Trust for any damages.
In the event of any payment of damages to the Trust, Ultimus hereby waives any
right to be subrogated to the rights of the Trust against any third party.
15. INFORMATION TO BE FURNISHED BY THE TRUST.
The Trust has furnished to Ultimus the following:
(a) Copies of the Declaration of Trust and of any amendments thereto,
certified by the proper official of the state in which such document
has been filed.
(b) Copies of the following documents:
(1) The Trust's Bylaws and any amendments thereto; and
(2) Certified copies of resolutions of the Trustees covering the
approval of this Agreement, authorization of a specified officer
of the Trust to execute and deliver this Agreement and
authorization for specified officers of the Trust to instruct
Ultimus thereunder.
(c) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct Ultimus in
all matters.
(d) Copies of the Prospectus and Statement of Additional Information for
each Portfolio.
16. AMENDMENTS TO AGREEMENT.
This Agreement, or any term thereof, may be changed or waived only by
written amendment signed by the party against whom enforcement of such change or
waiver is sought.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and Ultimus
may conclusively assume that
8
any special procedure which has been approved by the Trust does not conflict
with or violate any requirements of its Declaration of Trust or then current
prospectuses, or any rule, regulation or requirement of any regulatory body.
17. COMPLIANCE WITH LAW.
Except for the obligations of Ultimus otherwise set forth herein, the Trust
assumes full responsibility for the preparation, contents and distribution of
each prospectus of the Trust as to compliance with all applicable requirements
of the Securities Act of 1933, as amended (the "Securities Act"), the 1940 Act
and any other laws, rules and regulations of governmental authorities having
jurisdiction. The Trust represents and warrants that no shares of the Trust will
be offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.
18. NOTICES.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such
notice, at the following address: if to the Trust, at 0000 Xxxxx Xxxxxxxxx,
Xxxxxx, Xxxxx Xxxxxxxx 00000, and if to Ultimus, at 000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxx 00000, Attn: Xxxxxx X. Xxxxxx; or at such other address as
such party may from time to time specify in writing to the other party pursuant
to this Section.
19. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party, and any assignment in violation of this section will be void. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
20. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State
of New York without giving effect to the provisions thereof relating to
conflicts of law. To the extent that the applicable laws of the State of New
York, or any of the provisions herein, conflict with the applicable provisions
of the 1940 Act, the latter shall control.
21. LIMITATION OF LIABILITY.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Trust and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders individually but are binding
only upon the assets and property of the Trust (or if the matter relates only to
a particular Portfolio, that Portfolio), and Ultimus shall look only to the
assets of the Trust, or the particular Portfolio, for the satisfaction of such
obligations.
9
22. MULTIPLE ORIGINALS.
This Agreement may be executed in two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.
23. AML SERVICES.
(a) The Trust hereby delegates to Ultimus the performance, on behalf of
the Trust, of the anti-money laundering services (the "AML Services")
set forth in Schedule C to this Agreement as concerns the shareholder
accounts maintained by Ultimus pursuant to the Agreement (including
direct accounts; accounts maintained through FUND/SERV and Networking;
and omnibus accounts). Ultimus agrees to the foregoing delegation and
agrees to perform the delegated services in accordance with the
anti-money laundering program that has been adopted by the Trust (the
"AML Program). In connection therewith, Ultimus agrees to maintain
policies and procedures, and related internal controls, that are
consistent with the Trust's AML Program and the requirement that the
Trust employ procedures reasonably designed to achieve compliance with
the applicable anti-money laundering laws (the "Applicable AML Laws"),
including the requirement to have policies and procedures that can be
reasonably expected to detect and cause the reporting of transactions
under Section 5318 of the Bank Secrecy Act.
(b) The Trust agrees and acknowledges that, notwithstanding the delegation
provided for in the foregoing paragraph, the Trust maintains full
responsibility for ensuring that its AML Program is, and shall
continue to be, reasonably designed to ensure compliance with the
Applicable AML Laws, in light of the particular business of the Trust,
taking into account factors such as its size, location, activities and
risks or vulnerabilities to money laundering.
(c) In connection with the foregoing delegation, the Trust also
acknowledges that the performance of the AML Services enumerated in
Schedule C involves the exercise of discretion, which in certain
circumstances may result in consequences to the Trust and its
shareholders (such as in the case of the reporting of suspicious
activities and the freezing of shareholder accounts). In this regard,
(i) under the circumstances in which the AML Program authorizes the
taking of certain actions, Ultimus is granted the discretion to take
any such action as may be authorized, and consultation with the Trust
shall not be required in connection therewith unless expressly
required by the AML Program, and (ii) the Trust instructs Ultimus that
it may avail the Trust of any safe harbor from civil liability that
may be available under Applicable AML Laws for making a disclosure or
filing a report thereunder.
(d) At least quarterly, Ultimus shall provide a report to the Trust
containing the information listed on Schedule D hereto.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
XXX XXXXX TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
---------------------------
Title: President
ULTIMUS FUND SOLUTIONS, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Title: President
11
SCHEDULE A
TO THE TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
BETWEEN
XXX XXXXX TRUST
AND
ULTIMUS FUND SOLUTIONS, LLC
FUND PORTFOLIOS
---------------
Xxx Xxxxx Fund
12
SCHEDULE B
TO THE TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
BETWEEN
XXX XXXXX TRUST
AND
ULTIMUS FUND SOLUTIONS, LLC
FEES AND EXPENSES
-----------------
FEES:
Ultimus shall be entitled to receive a fee from the Trust on the first
business day following the end of each month, or at such time(s) as Ultimus
shall request and the parties hereto shall agree, a fee computed with respect to
each Portfolio as follows:
Annual fee per shareholder account $16.00
Minimum fee per year $24,000 for first class of shares
$18,000 for subsequent classes*
* The minimum annual fee is reduced to $12,000 for classes with less
than 25 shareholder accounts. For classes with 25 or more but less
than 100 shareholder accounts, the minimum annual fee is reduced to
$15,000.
WEB INQUIRY AND IVR FEES:
In addition to the fees set forth above, Ultimus shall charge an annual fee
of $2,500 per Portfolio for Web inquiry access and a one-time set up fee of
$2,000 for this service.
For Interactive Voice Response ("IVR") access, Ultimus shall charge a
one-time set up fee of $1,000 for this service.
FUNDSERV/NETWORKING PROCESSING FEES:
For access to Fund/Serv and Networking through National Services Clearing
Corporation, Ultimus will receive a fee of $500 per month.
XXX FEES:
In addition to the fees set forth above, Ultimus shall receive an annual
maintenance fee of $15.00 for each XXX account.
OUT-OF-POCKET EXPENSES:
The fees set forth above shall be in addition to the payment of out-of-pocket
expenses, as provided for in Section 4 of this Agreement.
13
SCHEDULE C
TO THE TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
BETWEEN
XXX XXXXX TRUST
AND
ULTIMUS FUND SOLUTIONS, LLC
AML SERVICES
------------
a. Designate an employee of Ultimus to serve as AML Compliance Officer of
the Trust to perform such services and satisfy such requirements as
are set forth in the Trust's AML Program.
b. Respond promptly to Financial Crimes Enforcement Network (FinCEN)
requests about accounts or transactions by reporting to FinCEN the
identity of the specified individual or organization, the account
number, all identifying information provided by the account holder
when the account was established, and the date and type of
transaction, after providing notice to the Trust.
c. Share information with the Trust, and other financial institutions as
requested by the Trust, regarding those suspected of terrorism and
money laundering for the purposes of identifying and reporting
activities that may involve terrorist acts or money laundering
activities in compliance with Applicable AML Laws.
d. Identify and verify the identity of all shareholders upon the opening
of new accounts in compliance with Applicable AML Laws.
e. Perform additional due diligence to verify the identity of
shareholders with accounts that may pose a greater risk of terrorism
or money laundering activity, such as foreign accounts, domestic or
foreign corporate or business entity accounts, domestic or foreign
trust accounts, offshore accounts, intermediary accounts, accounts in
high risk and non-cooperative jurisdictions, and senior foreign
government or public official accounts in compliance with Applicable
AML Laws.
f. Check shareholders against the Treasury's Office of Foreign Assets
Control ("OFAC") list of "Specifically Designated Nationals and
Blocked Persons List," and similar lists of terrorists received from
governmental agencies, and place holds on transactions in shareholder
accounts or freeze assets in shareholder accounts, as required by
Applicable AML Laws.
g. Provide notices to shareholders, prior to the opening of an account or
trading authority is granted, that Ultimus will request information,
from
14
either the shareholder or a third party, to verify the identity of the
shareholder in compliance with Applicable AML Laws.
h. Monitor, identify and report shareholder transactions and identify and
report suspicious activities that are required to be so identified and
reported, and provide other required reports to the Securities and
Exchange Commission, the U.S. Treasury Department, the Internal
Revenue Service or each agency's designated agent, in each case
consistent with the Trust's AML Program.
i. Maintain the confidentiality of any reports provided to the Securities
and Exchange Commission, the U.S. Treasury Department, the Internal
Revenue Service or each agency's designated agent in compliance with
Applicable AML Laws.
j. Create documentation to provide a basis for law enforcement
authorities to trace illicit funds.
k. Maintain all records or other documentation related to shareholder
accounts and transactions therein that are required to be prepared and
maintained pursuant to the Trust's AML Program, and make the same
available for inspection by (i) the Trust's AML Compliance Officer,
(ii) any auditor of the Trust's AML Program or related procedures,
policies or controls that has been designated by the Trust in writing,
or (iii) regulatory or law enforcement authorities, and otherwise make
said records or other documents available at the direction of the
Trust's AML Compliance Officer.
l. Arrange for periodic reviews of the Ultimus operations related to the
AML Services, at least annually, of the Ultimus operations related to
the AML Services, which reviews are performed by internal auditors not
involved in the day-to-day operation of the Ultimus anti-money
laundering program or other qualified independent auditors chosen by
Ultimus.
m. Develop and implement an ongoing employee training program providing
training, at least annually, with regard to how to identify red flags
and signs of terrorism or money laundering activities, what to do if
such a red flag is identified, Ultimus' AML record retention policies,
and the consequences of not complying with the requirements of
Ultimus' AML policies and procedures.
n. Perform such other related services as are required by the AML
Program.
15
SCHEDULE D
TO THE TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
BETWEEN
XXX XXXXX TRUST
AND
ULTIMUS FUND SOLUTIONS, LLC
AML REPORTS
-----------
Following each quarterly period, Ultimus will provide a report to the following
effect pertaining to the AML Services rendered by Ultimus hereunder during such
quarterly period:
o performed good order review for all new and reregistered accounts;
o performed acceptance review for all monetary instruments received;
o administered signature guarantee policy in accordance with prospectus
requirements;
o administered escrow hold policy in accordance with prospectus requirements;
o verified customer address changes;
o verified customer identification for all new accounts and all name changes
on existing accounts;
o monitored all purchase transactions made with cash equivalents totaling in
excess of $10,000, resulting in the filing of [x] Form 8300 reports during
the period. The Fund does not accept cash or currency;
o monitored all accounts for suspicious activity, resulting in the filing of
[x] Form SAR reports during the period;
o reviewed shareholder names against lists of suspected terrorist and
terrorist organizations supplied by various governmental organizations,
such as the Office of Foreign Asset Control, resulting in the freezing and
reporting of [x] accounts during the period;
o created the documentation necessary to provide a basis for law enforcement
authorities to trace illicit funds;
o maintained all records and other documentation related to shareholder
accounts and transactions required to be prepared and maintained pursuant
to the Fund's anti-money laundering program for all Ultimus transfer agent
services;
The following items will be provided if the Trust falls under the related USA
PATRIOT Act provisions:
o performed the required due diligence to help prevent the opening of any
accounts for foreign shell banks during the period either directly or
through correspondent accounts, resulting in [x] declined account openings;
and
o performed required due diligence on any new correspondent accounts opened
during the period, resulting [x] closed correspondent accounts.
16
