TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 15th day of December 2000 by and between
U.S. Global Accolade Funds, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as the "Trust"), and United Shareholder Services, Inc., a Texas
corporation authorized to do business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth,
the Trust on behalf of each Sub-Trust and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Authorized Person" includes the President, any Vice President, the
Secretary, Treasurer, the persons listed in Appendix A hereto, or any
other person, whether or not the person is an Officer or employee of
the Trust, duly authorized to give Oral Instructions and Written
Instructions on behalf of the Trust as indicated in a certification
pursuant to Section 7(d) or 7(e) hereof as the Transfer Agent may
receive from time to time;
(b) "Certificate" means any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the
Transfer Agent, which the Transfer Agent actually receives and which
any two Officers of the Trust have signed on its behalf;
(c) "Commission" has the meaning given it in the 1940 Act;
(d) "Custodian" refers to the custodian of all of the securities and other
moneys the Trust owns;
(e) "Declaration of Trust" means the Master Trust Agreement and
Declaration of Trust of United Services Funds dated July 31, 1984, as
it is amended from time to time;
(f) "Officer" means the President, Vice President, Secretary, and
Treasurer;
(g) "Oral Instructions" means instructions orally communicated to and
actually received by the Transfer Agent from an Authorized Person or
from a person the Transfer Agent reasonably believes to be an
Authorized Person;
(h) "Prospectus" means the most current effective prospectus relating to
the particular Sub-Trust's Shares under the Securities Act of 1933, as
amended;
(i) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Sub-Trust of the Trust (as the
context may require) shall be divided from time to time;
(j) "Shareholder" means a record owner of Shares;
(k) "Sub-Trust" means each series of Shares established and designated
under or in accordance with the provisions of Article IV of the
Declaration of Trust, as listed in Appendix C, as the Trust may modify
from time to time;
(l) "Trust" refers to the Massachusetts business trust established under
the Declaration of Trust;
(m) "Trustees" or "Board of Trustees" refers to the duly elected Trustees
of the Trust;
(n) "Written Instruction" means a written communication the Transfer Agent
actually receives from an Authorized Person or from a person the
Transfer Agent reasonably believes to be an Authorized Person by telex
or any other system whereby the receiver of a communication is able to
verify through codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of the communication; and
(o) The "1940 Act" refers to the Investment Company Act of 1940 and the
regulations thereunder.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does hereby represent
and warrant to the Trust that it is duly registered as a transfer agent as
provided in Section 17A(c) of the Securities Exchange Act of 1934, as
amended. The Transfer Agent represents that it is duly organized and
existing and in good standing under the laws of the state of Texas; that it
is empowered under applicable laws and by its organizational documents and
By-laws to enter into and perform this agreement; that all necessary
filings with the states will have been made and will be current during the
term of this agreement; and that no legal or administrative proceedings
have been instituted or threatened that would impair the Transfer Agent's
ability to perform its duties and obligations under this Agreement.
3. REPRESENTATIONS OF THE TRUST. The Trust represents to the Transfer Agent
that, as of the date hereof, all outstanding Shares are validly issued,
fully paid, and non-assessable by the Trust. The Trust may hereafter issue
an unlimited number of Shares of each Sub-Trust presently existing or
hereafter created. When Shares are hereafter issued in accordance with the
terms of the Prospectus, the Shares shall be validly issued, fully paid,
and non-assessable by the Trust. The Trust represents that it is validly
existing under the laws of the Commonwealth of Massachusetts; that it is
empowered under applicable laws and by its Declaration of Trust and By-laws
to enter into and perform this agreement; that it is registered under the
1940 Act; that a registration statement on Form N-1A has been filed and
will be effective during the term of this agreement; that all necessary
filings with the states (including all registration or filing fees) will
have been made and will be current during the term of this agreement; and
that no legal or administrative proceedings have been instituted or
threatened that would impair the Fund's ability to perform its duties and
obligations under this Agreement.
4. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the Shares of
each Sub-Trust of the Trust in existence as of the date hereof, and as
shareholder-servicing agent for the Trust and the Transfer Agent accepts
these appointments and agrees to perform the duties herein set forth. If
the Board of Trustees, pursuant to Article IV of the Declaration of the
Trust, hereafter designates and establishes one or more new Sub-Trusts, the
Transfer Agent agrees that it will act as transfer agent and shareholder
servicing agent for the new Sub-Trust(s) on the terms set forth herein. The
Trust shall cause a written notice to be sent to the Transfer Agent to the
effect that it has established a new Sub-Trust and that it appoints the
Transfer Agent as transfer agent and shareholder servicing agent for the
new Sub-Trust. Compensation of the Transfer Agent shall be established
pursuant to Section 5 hereof. The Trust shall provide any documents as are
specified in Sections 6 and 7 hereof as the Transfer Agent may reasonably
request.
5. COMPENSATION.
(a) Each Sub-Trust will compensate the Transfer Agent for its services
rendered under this Agreement in accordance with the fees set forth in
the Fee Schedule annexed hereto and incorporated herein for the
existing Sub-Trusts, except as provided in paragraph 5(e) of this
Agreement. The Fee Schedule shall specify out-of-pocket disbursements
of the Transfer Agent for which the Transfer Agent shall be entitled
to ▇▇▇▇ separately. No Sub-Trust shall be liable for any expenses,
debts, or obligations arising under this Agreement of any other
Sub-Trust.
(b) The parties will agree upon the compensation for acting as Transfer
Agent for any Sub-Trust hereafter designated and established at the
time that the Transfer Agent commences serving as transfer agent for
that Sub-Trust, and this agreement shall be reflected in a Fee
Schedule for that Sub-Trust, dated and signed by an authorized officer
of each party, to be attached to this Agreement.
(c) Any compensation to be paid under this agreement may be adjusted by
attaching to this Agreement a revised Fee Schedule, approved by the
Board of Trustees of the Trust and dated and signed by an Officer of
each party.
(d) The Transfer Agent will ▇▇▇▇ the Trust for each Sub-Trust as soon as
practicable after the end of each calendar month, and the ▇▇▇▇▇▇▇▇
will be detailed in accordance with the Fee Schedule for each
Sub-Trust. The Trust promptly will pay the amount of the ▇▇▇▇ to the
Transfer Agent.
(e) From time to time the Transfer Agent may request that the Trust pay
for part or all of the services or products provided through, or
maintenance or improvements made to, the Trust's website. These costs
include, but are not limited to, providing online account access and
banking transactions, shareholder communications via e-mail, online
NAV information, and responding to online requests from current
investors for a prospectus or other fund information. The Trust shall
pay for that portion of the costs which represents the portion of
website visitors who are shareholders accessing the website to obtain
or change account information, to engage n transactions related to
their existing accounts, or to obtain or request information about the
Trust. These costs shall be allocated pursuant to reasonable
procedures or formulae mutually agreed upon from time to time, which
procedures or formulae shall to the extent practicable reflect studies
of relevant empirical data.
6. DOCUMENTS. In connection with the appointment of the Transfer Agent, the
Trust shall, on or before the date this Agreement goes into effect, provide
copies of the following documents to the Transfer Agent:
(a) A copy of the Declaration of Trust as then in effect;
(b) A copy of the By-laws of the Trust, as then in effect;
(c) A copy of the resolution of the Trustees authorizing this Agreement;
(d) If applicable, a specimen of the certificate for Shares of each
Sub-Trust of the Trust in the form the Trustees approved, with a
certificate of the Secretary of the Trust as to this approval;
(e) All account application forms and other documents relating to
Shareholder accounts or relating to any plan, program or service the
Trust offers;
(f) If applicable, a list of Shareholders of the existing Sub-Trusts with
the name, address, and tax identification number of each Shareholder,
and the number of Shares of the existing Sub-Trusts each Shareholder
holds, certificate numbers and denominations (if any certificates have
been issued), lists of any accounts against which stops have been
placed, together with the reasons for the stops, and the number of
Shares the Sub-Trusts redeemed; and
(g) A copy of the opinion of counsel for the Trust on the validity of the
Shares and the status of the shares under the Securities Act of 1933.
7. FURTHER DOCUMENTATION. The Trust will also furnish to the Transfer Agent
from time to time the following documents:
(a) Each resolution of the Trustees authorizing the original issue of
Shares or establishing a new Sub-Trust;
(b) Each Registration Statement filed with the Commission, and all
amendments and orders pertaining to the Registration Statement, in
effect for the sale of Shares of the Trust;
(c) A copy of each amendment to the Declaration of Trust by the By-laws of
the Trust;
(d) Copies of each vote of the Trustees designating Authorized Persons to
give instructions to the Transfer Agent;
(e) Certificates as to any change in an Officer or Trustee of the Trust;
(f) Specimens of all new certificates for Shares, accompanied by the
Trustees' resolutions approving these forms; and
(g) Any other certificates, documents, or opinions as the Transfer Agent
and the Trust may mutually deem necessary or appropriate for the
Transfer Agent in the proper performance of its duties.
8. DUTIES OF THE TRANSFER AGENT.
(a) The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions, for acting as service agent in
connection with dividend and distribution functions, and for
performing shareholder account administrative agent functions in
connection with the issuance, transfer, and redemption or repurchase
(including coordination with the Custodian) of the Trust's Shares. The
details of the operating standards and procedures to be followed shall
be determined from time to time as the Transfer Agent and the Trust
agree.
(b) The Transfer Agent will provide the services listed in Appendix B
subject to the control, direction, and supervision of the Board and
its designated agents and in compliance with the purchase, sale, and
exchange provisions of the Trust's prospectus and statement of
additional information as in effect from time to time.
(c) The Transfer Agent shall record the issuance of shares pursuant to
Rule 17Ad-10(e) of the 1934 Act and maintain a record of the total
number of Shares of each Sub-Trust which are authorized, based upon
data the Trust provides to it, and issued and outstanding. The
Transfer Agent shall provide the Trust and its agent for preparing and
making "blue sky" filings with the states on a regular basis with the
total number of Shares of each Sub-Trust which are authorized and
issued and outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Trust.
(d) The Transfer Agent shall create and maintain all records required by
applicable laws, rules, and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules
thereunder, as they may be amended from time to time, pertaining to
the various functions the Transfer Agent performs and which are not
otherwise created and maintained by another party pursuant to contract
with the Trust. All such records shall be the property of the Trust at
all times and shall be available for its inspection and use. When
applicable, the Transfer Agent shall maintain these records for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
The retention of such records shall be at the expense of the Trust.
The Transfer Agent shall make available during regular business hours
all record and other data created and maintained pursuant to this
Agreement for the reasonable audit and inspection by the Trust, any
person the Trust retains, or any regulatory agency having authority
over the Trust.
(e) In addition to the duties listed in Appendix B, the Transfer Agent
shall perform other duties and functions and shall be paid for these
services as the Transfer Agent and the Trust may from time to time
agree in writing.
9. RIGHT TO SEEK ASSURANCES. The Transfer Agent 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
that the Transfer Agent, in its judgment, deems improper or unauthorized,
or until it is satisfied that there is no basis for any claim adverse to
the transfer or redemption. The Transfer Agent may, in effecting transfers,
rely upon the provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code, as these may
be amended from time to time, which in the opinion of legal counsel for the
Trust or of its own legal counsel, protect it in not requiring certain
documents in connection with the transfer or redemption of Shares of any
Sub-Trust. The Trust shall indemnify the Transfer Agent for any act it does
or omits to do in reliance upon these laws or opinions of counsel of the
Trust or its own counsel.
10. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document it believes to be genuine and to have been signed by an
Authorized Person and shall not be held to have any notice of any
change of authority of any person until receipt of written
certification thereof from the Trust. It shall also be protected in
processing Share certificates that it reasonably believes to bear the
proper manual or facsimile signatures.
(b) At any time, the Transfer Agent may apply to any Authorized Person of
the Trust for Written Instructions, and at the expense of the Trust,
may seek advice from legal counsel for the Trust or its own legal
counsel, for any matter arising in connection with this Agreement, and
it shall not be liable for any action it takes or does not take or
suffers in good faith in accordance with these Written Instructions or
with the opinion of counsel. In addition, the Transfer Agent, its
officers, agents, or employees shall accept instructions or requests
from any person representing or acting on behalf of the Trust only if
the Transfer Agent, its officers, agents, or employees knows the
representative to be an Authorized Person. The Transfer Agent shall
have no duty or obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act it does upon the
request or direction of Authorized Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into,
and shall not be liable for: (i) the legality of the issue or sale of
any Shares of the Trust, or the sufficiency of the amount to be
received therefore; (ii) the legality of the redemption of any Shares
of the Trust, or the propriety of the amount to be paid therefore;
(iii) the legality of the Trust's declaration of any dividend, or the
legality of the issue of any Shares of the Trust in payment of any
stock dividend; or (iv) the legality of any recapitalization or
readjustment of the Shares of the Trust.
11. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this Agreement, employ
agents or attorneys in fact, and shall not be liable for any loss
arising out of or in connection with its actions or the actions of its
agents or attorneys in fact under this Agreement so long as the
Transfer Agent acts in good faith and with due diligence, and is not
negligent or guilty of any willful misconduct.
(b) The Trust hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses, and
liabilities (whether with or without basis in fact of law) of any and
every nature which the Transfer Agent may sustain or incur or which
any person may assert against the Transfer Agent by reason of, or as a
result of: (i) any action the Transfer Agent takes or omits to take in
good faith in reliance upon any Certificate, instrument, order, or
stock certificate it believed to be genuine and to be signed,
countersigned, or executed by any duly authorized person, upon the
Oral Instructions or Written Instructions of an Authorized Person of
the Trust, or upon the opinion of legal counsel for the Trust or its
own counsel; or (ii) any good action the transfer Agent takes or is
permitted to take in connection with its appointment in good faith in
reliance upon any law, act, regulation, or interpretation of the same
even though the same may thereafter have been altered, changed,
amended, or repealed. However, indemnification hereunder shall not
apply to actions or omissions of the Transfer Agent or its directors,
officers, employees, or agents in cases of its or their own
negligence, willful misconduct, bad faith, or reckless disregard of
its or their own duties hereunder.
12. AFFILIATION BETWEEN TRUST AND TRANSFER AGENT. It is understood that the
Trustees, officers, employees, agents, and Shareholders of the Trust are or
may be interested in the Transfer Agent as directors, officers, employees,
agents, stockholders, or otherwise, and that the directors, officers,
employees, agents, or stockholders of the Transfer Agent may be interested
in the Trust as Trustees, officers, employees, agents, Shareholders, or
otherwise. The fact that the officers, Trustees, employees, agents, or
Shareholders of the Trust are or may be affiliated persons (as defined in
the ▇▇▇▇ ▇▇▇) of the Transfer Agent shall not affect the validity of this
Agreement.
13. TERM.
(a) This Agreement shall become effective on the date hereof (the
"Effective Date") and shall continue so long as the continuance is
specifically approved at least annually by either a majority of the
Trustees or the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act).
Any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of any Sub-Trust shall
be effective to continue this Agreement for any Sub-Trust
notwithstanding: (i) that this Agreement has not been approved by the
holders of a majority of the outstanding shares of any other Sub-Trust
affected thereby, and (ii) that this Agreement has not been approved
by the vote of a majority of the outstanding shares of the Trust,
unless this approval shall be required by any other applicable law or
otherwise.
(b) This Agreement may be terminated at any time without payment of any
penalty by vote of the Trustees of the Trust or by the Transfer Agent
on sixty (60) day written notice to the other party. In the event the
Trust gives notice, notice shall be accompanied by a resolution of the
Board of Trustees, certified by the Secretary, electing to terminate
this Agreement and designating a successor transfer agent.
14. AMENDMENT. 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 and authorized or approved by a resolution of the Board
of Trustees.
15. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided
hereunder.
16. SECURITY. The Transfer Agent represents and warrants that, to the best of
its knowledge, the various procedures and systems which the Transfer Agent
has implemented for safeguarding from loss or damage attributable to fire,
theft, or any other cause (including provision for twenty-four hours a day
restricted access) the Trust's blank checks, records, and other data and
the Transfer Agent's records, data, equipment, facilities, and other
property used in the performance of its obligations hereunder are adequate
and that it will make changes therein from time to time as in its judgment
are required for the secure performance of its obligations hereunder. The
parties shall periodically review these systems and procedures.
17. MISCELLANEOUS.
(a) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust or the Transfer Agent, shall
be sufficiently given if addressed to that party and mailed or
delivered to it at its office set forth below or at another place as
it may from time to time designate in writing.
To the Trust: To the Transfer Agent:
U.S. Global Accolade Funds United Shareholder Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President Attention: President
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns, provided, however,
that neither the Trust nor the Transfer Agent shall assign this
Agreement without the written consent of the other.
(c) This Agreement shall be construed in accordance with the laws of the
State of Texas.
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but the counterparts shall,
together, constitute only one instrument.
(e) If any term or condition of this Agreement shall be invalid or
unenforceable to any extent or in any application, then the remainder
of this Agreement (including the term or condition to the extent
possible) shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforceable to the
fullest extent and in the broadest application permitted by law.
(f) Neither party may assign this Agreement without the written consent of
the other party.
(g) The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor
shall it deprive the party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any
waiver must be in writing signed by the waiving party.
(h) The Transfer Agent shall not be responsible or liable for any harm,
loss, or damage the Trust, its investors, or other third parties
suffer or for any failure or delay in the performance of its
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its control. In the event of such
circumstances, the Transfer Agent shall use reasonable efforts under
the circumstances to mitigate any adverse effects that such
circumstances may have upon the Trust, its investors, or any third
parties in connection with this Agreement. In the event of a force
majeure, any resulting harm, loss, damage, failure, or delay by the
Transfer Agent will not give the Trust the right to terminate this
Agreement.
18. LIMITATION OF LIABILITY OF TRUSTEES. It is expressly agreed that
obligations of the Trust hereunder shall not be binding upon any Trustee,
Shareholder, nominees, officers, agents, or employees of the Trust,
personally, but bind only the assets and property of the Trust, as provided
in the Master Trust Agreement. The execution and delivery of this Agreement
have been authorized by the Trustees and signed by an authorized officer of
the Trust, acting as such, and neither this authorization nor this
execution and delivery shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
U.S. GLOBAL ACCOLADE FUNDS
Attest:
By: _________________________ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
S E A L
UNITED SHAREHOLDER SERVICES, INC.
Attest:
By: _________________________ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
S E A L
FEE SCHEDULE
As compensation for all services the Transfer Agent renders and will render
hereunder, each Sub-Trust shall pay to the Transfer Agent an annual fee per
investor account for all Sub-Trusts, including equity, bond, and "money market"
funds, an annual fee of $23 per account. In connection with obtaining/providing
administrative services to the beneficial owners of Trust shares through
broker-dealers, banks, trust companies, and similar institutions that provide
these services and maintain an omnibus account with the Transfer Agent, each
Sub-Trust shall pay to the Transfer Agent a monthly fee equal to one-twelfth
(1/12) of 12.5 basis points (.00125%) of the value of the shares of the
Sub-Trust held in accounts, at the institutions, which payment shall not exceed
$1.92 times the average daily number of accounts holding Trust shares at the
institution.
The Transfer Agent shall be entitled to ▇▇▇▇ the Trust separately for all
out-of-pocket disbursements incurred at the direction of the Trust, including,
without limitation:
(a) Costs of postage, envelopes, statements, confirmations, forms, labels,
and any other materials required to be sent to shareholders;
(b) Costs of stationery and postage for communications with individual
shareholders regarding the investment accounts;
(c) Costs of microfilm, and microfilm and electronic storage;
(d) Costs of storage of records to be maintained under applicable laws or
regulations;
(e) Telephone and line charges, including "800 service" shareholders use
to contact the Transfer Agent, telephone equipment and maintenance
contracts;
(f) Processing forms and printing thereof;
(g) Other usual and customary miscellaneous items; and
(h) Electronic communications including firewall service for security 24
hours a day; router communications; bank transaction communications
(modems), including modem telephone lines; server hardware (data
warehousing, data security, data access); printers; PC hardware and
software; and PC maintenance (support and training on computer
hardware).
With regard to the costs of items such as telephone and electronic
communications charges which are susceptible to use for multiple purposes, the
Trust shall pay for that portion of the costs which represent usage of such
communications systems for communications by the Transfer Agent with
shareholders of the Trust for purposes of fulfilling its duties as set forth in
Section 8 of the Agreement. These costs shall be allocated pursuant to
reasonable procedures or formulae mutually agreed upon from time to time, which
procedures or formulae shall to the extent practicable reflect studies of
relevant empirical data.
The Trust assesses Account Closing Fees, Small Account Charges, and Account
Maintenance Fees to shareholders of certain Sub-Trusts in accordance with the
Trust's prospectuses. These fees or charges shall be paid directly to the
Transfer Agent which will, in turn, apply these amounts first to its annual fee
and then, in the event aggregate fees and charges exceed its annual fee, to
out-of-pocket disbursements incurred at the direction of the Trust. The
remainder, if any, shall remain with the Transfer Agent as additional
compensation.
APPENDIX A
AUTHORIZED PERSONS
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, and I, ▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary, of U.S.
Global Accolade Funds, a Massachusetts business trust (the "Trust"), do hereby
certify that:
The Board of Trustees of the Trust has duly authorized the following
individuals in conformity with the Trust's Declaration of Trust and By-Laws to
give Oral Instructions and Written Instructions on behalf of the Trust, and the
signatures set forth opposite their respective names are their true and correct
signatures:
Name Position Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer _____________________
Chief Investment Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary _____________________
APPENDIX B
DUTIES OF THE TRANSFER AGENT
The following is a general description of the transfer agency services the
Transfer Agent shall provide to each Sub-Trust.
A. SHAREHOLDER RECORD KEEPING. Maintain shareholder and stock transfer records
as required by the rules of the Securities and Exchange Commission,
including records for each shareholder showing: (i) name, address,
appropriate tax certification, and tax identifying number; (ii) number of
shares of each Fund, portfolio, or class; (iii) historical information
including, but not limited to, dividends paid, date and price of all
transactions including individual purchases and redemptions, based upon
appropriate supporting documents; (iv) any capital gain or dividend
reinvestment order, application, specific address, payment and processing
instructions and correspondence relating to the current maintenance of the
account; (v) any stop or restraining order placed against a Shareholder's
account; (vi) certificate numbers, denominations, and the name of the
holder of record for any Shareholders holding certificates; (vii) any
information required in order for the Transfer Agent to perform the
calculations this Agreement contemplates or requires; and (viii) any other
information and data as applicable law may require.
B. SHARE ISSUANCE. Record the issuance of Shares of each Sub-Trust. Except as
specifically agreed in writing between the Transfer Agent and the Trust,
the Transfer Agent shall have no obligation when countersigning and issuing
and/or crediting Shares to take cognizance of any other laws relating to
the issue and sale of Shares except insofar as policies and procedures of
the Stock Transfer Association recognize these laws.
C. PURCHASE, EXCHANGE, TRANSFER, AND REDEMPTION ORDERS. Process all orders for
the purchase, exchange, transfer, and redemption of shares of the Trust in
accordance with the Trust's current prospectus and customary transfer
agency policies and procedures, including electronic transmissions which
the Trust acknowledges it has authorized, or in accordance with any
instructions of the Trust or its agents which the Transfer Agent reasonably
believes to be authorized.
1. Purchases. Upon the sale of any Shares of a Sub-Trust, the Trust shall
transmit, or cause to be transmitted, the following information to the
Transfer Agent via a mutually acceptable means of communication,
specifying: (i) the name of the Sub-Trust whose Shares were sold; (ii)
the number of Shares sold, trade date, and price; (iii) the amount of
money to be delivered to the Custodian for the sale of the Shares and
specifically allocated to the Sub-Trust; and (iv) in the case of a new
account, a new account application or sufficient information to
establish an account.
(a) The Transfer Agent will, upon its receipt of a check or other
payment it identifies as an investment in Shares of a Sub-Trust
and drawn or endorsed to the Transfer Agent as agent for, or
identified as being for the account of, a Sub-Trust, promptly
deposit the check or other payment to the appropriate account and
make such postings as are necessary to reflect the investment.
The Transfer Agent will notify the Trust, or its designee, and
the Custodian of all purchases and related account adjustments.
(b) Under procedures as the Trust and Transfer Agent establish, the
Transfer Agent shall issue to the purchaser or his authorized
agent the Shares he is entitled to receive, based on the
appropriate net asset value of the Sub-Trust's Shares, determined
in accordance with the Trust's pricing procedures, as approved by
the Board of Trustees. In issuing Shares to a purchaser or his
authorized agent, the Transfer Agent shall be entitled to rely
upon the latest directions, if any, the Transfer Agent previously
received from the purchaser or his authorized agent concerning
the delivery of the Shares.
(c) The Transfer Agent shall not be required to issue any Shares of
the Trust when it has received a Written Instruction from the
Trust or written notification from any appropriate Federal or
state authority that the sale of the Shares of the Sub-Trust in
question has been suspended or discontinued, and the Transfer
Agent shall be entitled to rely upon the Written Instruction or
written notification.
(d) Upon the issuance of any Shares of any Sub-Trust in accordance
with the foregoing provision of this Section, the Transfer Agent
shall not be responsible for the payment of any original issue or
other taxes the Trust is required to pay in connection with the
issuance.
(e) The Transfer Agent may establish additional policies and
practices governing the transfer or registration of Shares as it
may deem advisable and consistent with those transfer agents
generally adopt.
2. Exchanges, Transfers, and Redemptions. The Transfer Agent is
authorized to review and process transfers of Shares of each
Sub-Trust, exchanges between Sub-Trusts on the records of the
Sub-Trusts the Transfer Agent maintains, exchanges between the Trust
and other funds as the Trust's prospectus may permit, and redemptions
of Shares of a Sub-Trust. If Shares to be transferred, exchanged, or
redeemed are represented by outstanding certificates, the Transfer
Agent will, upon surrender to it of the certificates in proper form
for transfer, and upon cancellation thereof, in the case of exchanges
and transfers, countersign and issue new certificates for a like
number of Shares and deliver the same or, in the case of a redemption,
cause redemption proceeds to be paid to the shareholder. If the Shares
to be exchanged, transferred, or redeemed are not represented by
outstanding certificates, the Transfer Agent will, upon receipt of an
order therefore by or on behalf of the registered holder thereof in
proper form, credit the same to the transferee on its books or process
the redemption request. If Shares are to be exchanged for shares of
another fund, the Transfer Agent will process the exchange in the same
manner as a redemption of sale of Shares, except that it may in its
discretion waive requirements for information and documentation.
D. SHAREHOLDER COMMUNICATIONS. The Transfer Agent will transmit all
communications by the Trust to its shareholders promptly following the
Trust's delivery to the Transfer Agent of the material to be transmitted by
mail, telephone, courier service, or electronically.
E. PROXY MATERIALS. In connection with special meetings of Shareholders, the
Transfer Agent will prepare Shareholder lists, assist with the mailing or
transmission of proxy materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, act as teller at meetings, and
certify Shares voted at meetings.
F. RETURNED CHECKS. If any check or other order for the transfer of money is
returned unpaid for any reason, the Transfer Agent will take any steps as
it may, in its discretion, deem appropriate to protect the Trust from
financial loss or as the Trust or its designee may instruct, and notify the
Fund of the steps taken. If the Transfer Agent adheres to standard
procedures, as the Trust and Transfer Agent agree upon from time to time,
regarding purchases and redemptions of shares, the Transfer Agent shall not
be liable for any loss the Sub-Trust suffers as a result of returned or
unpaid purchase or redemption transactions. Legal or other expenses
incurred to collect amounts owed to a Sub-Trust as a consequence of
returned or unpaid purchase or redemption transaction shall be an expense
of that Sub-Trust. A Sub-Trust may, at its option, purchase insurance to
reduce its potential losses from collection activities.
G. SHAREHOLDER AND BROKER-DEALER CORRESPONDENCE. The Transfer Agent will
investigate all Shareholder inquiries relating to Shareholder accounts and
will answer all correspondence from Shareholders, securities brokers, and
others relating to its duties hereunder and other correspondence as may
from time to time be mutually agreed upon between the Transfer Agent and
the Trust.
H. TAX REPORTING. The Transfer Agent shall file appropriate information
returns concerning the payment of dividends and capital gain distributions
with the proper Federal, State and local authorities as the Trust is
required by law to file and shall withhold any sums required to be withheld
by applicable law.
I. DIVIDEND DISBURSING. The Transfer Agent will prepare and mail checks, place
wire transfers, or credit income and capital gain payments to shareholders.
The Trust will advise the Transfer Agent of the declaration of any dividend
or distribution and the record and payable date thereof at least five (5)
days prior to the record date. The Trust shall furnish to the Transfer
Agent a resolution of the Board of Trustees of the Trust certified by the
Secretary: (i) authorizing the declaration of dividends on a specified
period basis and authorizing the Transfer Agent to rely on Oral
Instructions or a Certificate specifying the date of the declaration of the
dividend or distribution, the date of payment thereof, the record date as
of which Shareholders entitled to payment shall be determined and the
amount payable per share to Shareholders of record as of that date and the
total amount payable to the Transfer Agent of the Trust on the payment
date; or (ii) setting forth the date of the declaration of any dividend or
distribution by a Sub-Trust, the date of payment thereof, the record date
as of which Shareholders entitled to payment shall be determined, and the
amount payable per share to the Shareholders of record as of that date and
the total amount payable to the Transfer Agent on the payment date.
The Transfer Agent will, on or before the payment date of any dividend or
distribution, notify the Trust's Custodian of the estimated amount required
to pay any portion of the dividend or distribution payable in cash, and on
or before the payment date of the distribution, the Trust will instruct its
Custodian to make available to the Transfer Agent sufficient funds for the
cash amount to be paid out. If the Transfer Agent does not receive from the
Custodian sufficient cash to pay all shareholders of the Trust as of the
record date, the Transfer Agent shall, upon notifying the Trust, withhold
payment to all Shareholders of record as of the record date until it
receives sufficient cash for this purpose.
If a shareholder is entitled to receive additional shares by virtue of any
distribution or dividend, appropriate credits will be made to each
shareholder's account. The Transfer Agent will calculate, prepare, and mail
checks to, or (where appropriate) credit the dividend or distribution to
the account of, Sub-Trust Shareholders, and maintain and safeguard all
underlying records. The Transfer Agent will replace lost checks at its
discretion and in conformity with regular business practices. The Transfer
Agent will maintain all records necessary to reflect the crediting of
dividends that are reinvested in Shares of the Trust, including without
limitation daily dividends. The Transfer Agent shall not be liable for any
improper payments made in accordance with a resolution of the Board of
Trustees of the Trust.
J. ESCHEATMENT. The Transfer Agent shall provide escheatment services
abandoned accounts and returned checks under applicable law and report such
actions to the Trust.
K. TELEPHONE SERVICES. The Transfer Agent will provide staff coverage,
training, and supervision in connection with the Trust's telephone line for
shareholder inquiries, and will respond to inquiries concerning shareholder
records, transactions the Transfer Agent processes, procedures to effect
the shareholder records, and inquiries of a general nature relative to
shareholder services.
L. 12B-1. The Transfer Agent will calculate and process, or will cause to be
processed, all 12b-1 payments in accordance with each Fund's current
prospectus.
M. COMMISSION PAYMENTS. The Transfer Agent will calculate and process all
commission payments in accordance with each Fund's current prospectus.
N. REQUESTS FOR INFORMATION. The Transfer Agent will provide all required
information in a timely fashion in support of regulatory filings.
O. SAS 70. The Transfer Agent will make available to the Trust's adviser
independent auditor reports in compliance with SAS 70.
P. REGULATORY CHANGES. The Transfer Agent will assist with the analysis and
implementation of any changes required by regulatory bodies.
Q. The Transfer Agent will:
1. Provide office facilities for the provision of the services
contemplated herein (which may be in the offices of the Transfer Agent
or its corporate affiliate);
2. Provide or otherwise obtain personnel sufficient for provision of the
services contemplated herein;
3. Furnish equipment and other materials necessary or desirable for
provision of the services contemplated herein; and
4. Keep records relating to the services provided hereunder in the form
and manner as the Transfer Agent may deem appropriate or advisable. To
the extent required by Section 31 of the 1940 Act and the rules
thereunder, the Transfer Agent agrees that all records it prepares or
maintains relating to the services provided hereunder are the property
of the Funds and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at the Funds' expense, and
made available in accordance with Section 31 and the rules thereunder.
The Transfer Agent will make available during regular business hours
all records and other data created and maintained pursuant to this
Agreement for reasonable audit and inspection by the Trust, or any
person the Trust retains. Upon reasonable notice by the Trust, the
Transfer Agent shall make available during regular business hours its
facilities and premises employed in connection with its performance of
this Agreement for reasonable visitation by the Trust or any person
the Trust retains. The Transfer Agent may, at its option at any time,
and shall forthwith upon the Trust's demand, turn over to the Trust
and cease to retain in the Transfer Agent's files, records and
documents it created and maintained in performance of its services or
for its protection. At the end of the six-year retention period, these
records and documents either will be turned over to the Trust, or
destroyed in accordance with the Trust's authorization.
R. The Transfer Agent shall furnish the Trust any state notice filing reports,
any periodic and special reports as the Trust may reasonably request, and
other information, including Shareholder lists and statistical information
concerning accounts, as the Trust and the Transfer Agent may agree upon.
APPENDIX C
SUB-TRUSTS OF THE TRUST
Bonnel Growth Fund
MegaTrends Fund
Regent Eastern European Fund
