TRANSFER AGENCY SERVICES AGREEMENT
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The following is a transfer agency agreement between Atlantic Shareholder
Services, LLC and Gallery Trust.
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TABLE OF CONTENTS
SECTION 1. APPOINTMENT ...................................................... 1
SECTION 2. DUTIES OF ATLANTIC ............................................... 2
SECTION 3. STANDARD OF CARE ................................................. 4
SECTION 4. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY .................. 5
SECTION 5. COMPENSATION AND EXPENSES ........................................ 5
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION .......................... 6
SECTION 7. ACTIVITIES OF ATLANTIC ........................................... 7
SECTION 8. PROPRIETARY AND CONFIDENTIAL INFORMATION ......................... 7
SECTION 9. RECORDS .......................................................... 8
SECTION 10. LOST SHAREHOLDER DUE DILIGENCE SEARCHES AND SERVICING ........... 8
SECTION 11. ANTI-MONEY LAUNDERING PROGRAM ................................... 8
SECTION 12. IDENTITY THEFT PREVENTION PROGRAM ............................... 9
SECTION 13. REPRESENTATIONS AND WARRANTIES .................................. 10
SECTION 14. MISCELLANEOUS ................................................... 12
APPENDIX A: FUNDS OF THE TRUST .............................................. 15
APPENDIX B: SERVICES ........................................................ 16
SCHEDULE A: FEE SCHEDULE .................................................... 21
TRANSFER AGENCY SERVICES AGREEMENT
BETWEEN
ATLANTIC SHAREHOLDER SERVICES, LLC
AND
GALLERY TRUST
AGREEMENT (this "AGREEMENT") made as of this 8th day of January, 2016
(the "EFFECTIVE DATE"), between Atlantic Shareholder Services, LLC (the
"ATLANTIC"), a limited liability company organized under the laws of the State
of Delaware with its principal place of business at Three ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Gallery Trust (the "TRUST"), a statutory trust
organized under the laws of the State of Delaware with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 ACT"), as an open-end, management investment
company and may issue its shares of beneficial interest in separate series and
classes; and
WHEREAS, the Trust offers shares in various series as listed in
APPENDIX A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement, being herein
referred to as a "FUND," and collectively, the "FUNDS") and the Trust offers
shares of various classes of each Fund as listed in APPENDIX A hereto; and
WHEREAS, the Trust desires that Atlantic perform transfer agency
services for the Funds and Atlantic is willing to provide such services on the
terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Atlantic agree as follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints Atlantic, subject to the supervision of the
Board of Trustees of the Trust (the "BOARD"), to act as transfer agent to the
Funds and, in such capacity, to provide the services set forth in APPENDIX B
hereto (the "SERVICES") and such other services as may reasonably be requested
by the Trust from time to time. Atlantic accepts this employment and agrees to
render the Services for the compensation set forth herein. In connection
therewith, the Trust has delivered to Atlantic copies of (i) the Trust's
Declaration of Trust and By-laws ("ORGANIC DOCUMENTS"), (ii) the Trust's
"Registration Statement" and all amendments thereto with respect to each Fund
filed with the US Securities and Exchange Commission ("SEC") pursuant to the
Investment Company Act of 1940, as amended (the "1940 ACT") or the Securities
Act of 1933, as amended ("SECURITIES ACT"), (iii) the current Prospectus and
Statement of Additional Information of the Funds (collectively, as currently in
effect and as amended or supplemented, the "PROSPECTUS"), (iv) all procedures
adopted by the Trust with respect to each Fund that impact the Services, and
(v) any other documents, materials or information that Atlantic shall
reasonably request to enable it to perform its duties pursuant to this
Agreement. The Trust will further, from time to time, furnish Atlantic with all
amendments of or supplements to the foregoing. The Trust shall cause all
service providers to the Funds to furnish information to Atlantic and to assist
Atlantic as may be required and shall ensure that Atlantic has reasonable
access to all records and documents maintained by or on behalf of the Funds or
any service provider to the Funds.
SECTION 2. DUTIES OF ATLANTIC
(a) Subject to the direction and control of the Board and as detailed
in this Agreement, Atlantic shall manage, coordinate and report to the Board
regarding the (i) Services and (ii) such other matters related to the services
provided to the Funds by Atlantic as may be specifically set forth in this
Agreement.
(b) With respect to one or more Funds, as applicable, and subject to
the terms and conditions of this Agreement, Atlantic shall provide the Services
set forth in APPENDIX B.
(c) In addition to the limitation of liability set forth in SECTION 3
of this Agreement, Atlantic shall not be liable to the Trust, the Funds or any
other individual or entity ("PERSON") for any failure to provide any Service in
the following circumstances, but only for so long as such circumstances
continue (and for a reasonable period thereafter taking into account the impact
that such an occurrence has on Atlantic's ability to comply with its
obligations under this Agreement):
(i) if any relevant condition precedent upon which performance
of the relevant Service depends ("DEPENDENCIES") are not met
and the failure to meet any such Dependencies was not a
result of delay, or failure to provide information or take
action, by Atlantic required to be provided or taken under
this Agreement;
(ii) if the failure to perform the Services is at the request or
with the consent of the Trust;
(iii) if the failure to perform the Services results from
incorrect or corrupted information provided by (A) any
Person that is not an affiliate of Atlantic, that provides
services to the Funds including, without limitation, any
adviser, underwriter for a Fund, brokers or other
intermediaries through which a Fund's shares may be sold or
distributed and any other current or predecessor service
providers to a Fund or (B) couriers, software houses,
custodians clearing systems or depositories, PROVIDED, that
(1) if any such Person described in clause (B) above is
chosen by Atlantic, then the selection of such Person must
have been reasonable under the circumstances (and the
selection of such a Person shall be deemed reasonable if,
after notice explicitly identifying such selection and
providing an opportunity to object to such selection the
Board does not object to such selection); and (2) in any
event, Persons shall be deemed reasonable if they are
selected or retained at the direction of the Trust or with
the consent of the Trust; and/or
(iv) if any Law to which Atlantic or any third party is subject
prevents or limits the performance of the duties and
obligations of Atlantic.
Notwithstanding the foregoing, Atlantic shall nevertheless use reasonable
efforts to provide the Services while any of the circumstances specified in
this SECTION 2(C) above subsist, PROVIDED that Atlantic shall not be required
to incur any additional costs in doing so (other than costs that it would have
had to incur in the ordinary course of providing the Services, assuming such
circumstances had not so occurred). If, despite the foregoing, Atlantic incurs
any such additional costs in endeavoring to supply the Services, Atlantic shall
promptly notify the Trust and the Trust shall reimburse those costs to Atlantic
to the extent that they have been reasonably incurred (and Atlantic used
reasonable efforts to mitigate such costs) or they have been agreed in advance
between the parties. For purposes of this Agreement, (i) the capitalized term
"LAW" means any
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statutes, rules and regulations of any Governmental Authority and applicable
judicial or regulatory interpretations thereof and (ii) "GOVERNMENTAL
AUTHORITY" means any court, government department, central bank, commission,
board, bureau, agency, securities or futures industry associations or other
regulatory, self-regulatory, administrative, judicial, executive, legislative
or governmental entity in any country or jurisdiction.
(d) Nothing contained herein shall be construed to require Atlantic
to perform any service that could cause Atlantic to be deemed an investment
adviser for purposes of the 1940 Act, or that could cause a Fund to act in
contravention of the Prospectus, its Organic Documents or any Law. The Trust on
behalf of each Fund acknowledges and agrees that (i) the summaries of the
Services set out in APPENDIX B are intended to define the scope of the services
to be provided; and (ii) the procedures, features, functionalities, systems
and/or facilities that support the provision of the Services by Atlantic or any
affiliated subcontractor shall be a matter for the sole discretion of Atlantic.
Except as otherwise specifically provided in APPENDIX B with respect to the
Services, the Trust assumes all responsibility for ensuring that each Fund
complies in all material respects with all applicable requirements of Law.
(e) Atlantic shall maintain policies and procedures relating to the
Services it provides to the Funds that are reasonably designed to prevent
violations of the Federal Securities Laws (as defined in the ▇▇▇▇ ▇▇▇) and
shall employ personnel to administer the policies and procedures who have the
requisite level of skill and competence required to discharge its
responsibilities effectively.
(f) Atlantic shall promptly, after obtaining knowledge thereof, use
its commercially reasonable efforts to correct any errors that have been made
in connection with its Services rendered hereunder, including errors of
judgment or mistakes of Law, in accordance with the Trust's applicable policies
and procedures
(g) Atlantic shall (i) promptly notify the Trust's chief compliance
officer ("CCO") of any material violation of Law known to Atlantic by the Trust
or any Fund and (ii) at each meeting of the Board and at such other times as
determined appropriate by Atlantic, notify the Board of any other violation of
Law by Atlantic or a Third Party Service Provider affecting the Trust of which
Atlantic becomes aware in providing the Services, including as a result of
information generated by Atlantic, detected through Atlantic's internal or
external audit procedures or provided to Atlantic by other service providers to
the Trust or any Atlantic subcontractor.
(h) If Atlantic is in doubt as to any action it should or should not
take, Atlantic may request directions, advice or instructions from the Trust
or, as applicable, the Trust's investment adviser, custodian or other service
providers. If Atlantic is in doubt as to any question of law pertaining to any
action it should or should not take, Atlantic may request advice from counsel
for the Trust, the Trust's investment adviser or Atlantic, at the option of
Atlantic. In the event of a conflict between directions, advice or instructions
Atlantic receives from the Trust or any service provider and the advice
Atlantic receives from counsel, the Trust and Atlantic shall mutually agree
upon the directions, advice or instructions to follow. Upon request, Atlantic
will provide the Trust with a copy of the advice of counsel received that is
not the subject of attorney client or work product privilege. Nothing in this
SECTION 2(I) shall excuse Atlantic when an action or omission on the part of
Atlantic constitutes willful misfeasance, bad faith, negligence or reckless
disregard by Atlantic of any duties, obligations or responsibilities set forth
in this Agreement.
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SECTION 3. STANDARD OF CARE
(a) Atlantic shall be obligated to act in good faith and to exercise
commercially reasonable care and diligence in the performance of its duties
under this Agreement (the "STANDARD OF CARE").
(b) Atlantic shall not be liable to the Trust, the Funds, any Fund
shareholders or any other Person for any action or inaction of Atlantic
relating to any event whatsoever including, without limitation, any error of
judgment or mistake of Law or any loss incurred by the Trust or any Fund, in
the absence of a breach of the Standard of Care, bad faith, willful misfeasance
or negligence in the performance of Atlantic's duties or obligations under this
Agreement or Atlantic's reckless disregard of its duties and obligations under
this Agreement. Without limiting the foregoing, Atlantic shall not be
responsible or liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control including, without
limitation, acts of civil or military authority, national emergencies, labor
difficulties (other than those related to Atlantic's employees), fire,
mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
(c) The Trust agrees to indemnify and hold harmless Atlantic, its
employees, agents, subcontractors, directors, officers and managers and any
Person who controls Atlantic within the meaning of section 15 of the Securities
Act or section 20 of the Securities Exchange Act of 1934, as amended,
("ATLANTIC INDEMNITEES") against and from any and all claims, demands, actions,
suits, judgments, liabilities, losses, damages, costs, charges, reasonable
counsel fees and other expenses of every nature and character arising out of or
in any way related to a claim from a third party and arising directly out of
(A) Atlantic's actions taken or failures to act with respect to a Fund or (B)
incident to the delivery of the Services, except those actions or failures to
act for which Atlantic Indemnitee would otherwise be liable under SECTION
3(A).
(d) Atlantic agrees to indemnify and hold harmless the Trust and its
respective employees, agents, trustees and officers against and from any and
all claims, demands, actions, suits, judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature and
character arising out of or in any way related to a claim from a third party
and arising directly out of (A) Atlantic's actions taken or failures to act
with respect to a Fund or (B) incident to the delivery of the Services, in
either clause (A) or clause (B), solely for which Atlantic would be liable
under SECTION 3(A).
(e) An Atlantic Indemnitee shall not be liable for any action taken
or failure to act in good faith reliance upon:
(i) the advice of the Funds or the Trust or of counsel, who may
be counsel to the Trust or the Funds or counsel to Atlantic,
and upon statements of accountants, brokers and other
Persons reasonably believed in good faith by Atlantic to be
expert in the matters upon which they are consulted;
(ii) any oral instruction that it receives and that it
reasonably believes in good faith was transmitted by the
Person or Persons authorized by the Trust or the Funds to
give such oral instruction. Atlantic shall have no duty or
obligation to make any inquiry or effort of certification of
such oral instruction;
(iii) any written instruction or certified copy of any resolution
of the Board, and Atlantic may rely upon the genuineness of
any such document or copy
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thereof reasonably believed in good faith by Atlantic to
have been validly executed;
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument,
report, notice, consent, order, or other document reasonably
believed in good faith by Atlantic to be genuine and to have
been signed or presented by the Trust or the Funds or other
proper party or parties; or
(v) any electronic instructions from the Trust or the Funds in
conformity with security procedures established by Atlantic
from time to time in order to (X) effect the transfer or
movement of cash or shares or (Y) transmit shareholder
information or other information.
(f) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim or to defend against
said claim in its own name or in the name of the other party. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
(g) Atlantic's liability to the Trust and any other Person for any
losses or damages in contract, tort or otherwise, arising out of the subject
matter of this Agreement shall save in the case of liability resulting from the
bad faith, willful misfeasance or gross negligence in the performance of
Atlantic's duties or obligations or Atlantic's reckless disregard of its duties
and obligations under this Agreement, be limited to those damages that are
reasonably incurred by the Trust and the Funds and shall not exceed the greater
of (i) fees paid by the Trust, on behalf of the Funds, in respect of the
Services during the twenty-four (24) months immediately preceding the date of
the event giving rise to the claim and (ii) USD $1 million. Notwithstanding any
other provision of this Agreement to the contrary, neither party to this
Agreement shall be liable to the other party or any indemnitee for any
indirect, special, punitive or consequential damages in relation to the subject
matter of this Agreement or under any provision of this Agreement, even if
advised of the possibility of the same.
SECTION 4. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
Atlantic acknowledges and agrees that the members of the Board and
the shareholders of the Funds shall not be liable under this Agreement for any
obligations of the Trust, any Fund or any other series of the Trust, Atlantic
agrees that, in asserting any rights or claims under this Agreement, it shall
look only to the assets and property of the Trust or of the Funds to which
Atlantic's rights or claims relate in settlement of such rights or claims.
SECTION 5. COMPENSATION AND EXPENSES
(a) For the services provided by Atlantic pursuant to this Agreement,
the Trust shall pay Atlantic, with respect to each Fund, a fee at the annual
rate stated for the Fund in SCHEDULE A hereto (the "FEE SCHEDULE"). Such fees
shall be accrued by a Fund daily and billed monthly in arrears. Atlantic also
shall be reimbursed for such out-of-pocket expenses (E.G., telecommunication
charges, postage and delivery charges, and reproduction charges) as are
reasonably incurred by Atlantic in performing its duties hereunder.
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If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Trust shall pay to Atlantic such compensation as shall be payable
prior to the effective date of termination.
The Trust shall pay all such fees and reimbursable expenses within
thirty (30) calendar days following receipt of the billing notice, except for
any fee or expense subject to a good faith dispute. The Trust shall notify
Atlantic in writing within thirty (30) calendar days following receipt of each
invoice if the Trust is disputing any amounts in good faith. The Trust shall
pay such disputed amounts within the foregoing thirty (30) calendar day period
or, if later, ten (10) calendar days of the day on which the parties agree to
the amount to be paid. Notwithstanding anything to the contrary, amounts owed
by the Trust to Atlantic shall only be paid out of the assets and property of
the particular Fund involved.
(b) Notwithstanding anything in this Agreement to the contrary,
Atlantic and its affiliated Persons may receive other compensation or
reimbursement from the Trust, including with respect to (i) the provision of
services not covered by this Agreement or (ii) the provision of shareholder
support or other services not covered by this Agreement.
(c) In connection with the services provided by Atlantic pursuant to
this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Atlantic
for the expenses set forth in the Fee Schedule. In addition, the Trust shall
reimburse Atlantic for all reasonably and necessarily incurred expenses and
employee time attributable to any review, outside of routine and normal
periodic reviews or other reviews provided for under this Agreement, of the
Funds' accounts and records by the Funds' independent accountants or any
regulatory body of which the Funds are first notified and that are not
attributable to any negligent action or inaction of Atlantic, provided that to
the extent practicable, Atlantic agrees upon such expenses and employee time
with the Trust in advance of incurring same.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the Effective Date. This
Agreement shall continue in effect (i) until terminated in its entirety or
(ii), with respect to any Fund or with respect to any one or more of the
Services covered by APPENDIX B, as applicable, provided to any one or more of
the Funds, until terminated as to a Fund or a Service provided to a Fund.
(b) This Agreement may be terminated (A) in its entirety or (B) with
respect to any Fund (a "PARTIAL TERMINATION"), without the payment of any
penalty:
(i) with or without cause, at any time, by either party on the
date specified in a written notice to the other party
provided not less than 120 days prior to the termination
date specified in the notice; PROVIDED that in the event the
Trust gives notice of a Partial Termination, Atlantic shall
have thirty (30) days to deliver notice that it intends to
terminate any remaining portion, or the entirety, of this
Agreement; PROVIDED FURTHER, that in the event Atlantic
gives notice of termination or of a Partial Termination, the
Trust may delay the termination or Partial Termination for
up to an additional ninety (90) days upon further written
notice to Atlantic; and
(ii) for cause at any time by the non-breaching party on
immediate written notice thereof to the other party, if the
other party has materially breached
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any of its obligations hereunder including, with respect to
Atlantic, the failure by Atlantic to act consistently with
the Standard of Care set forth in SECTION 3(A); PROVIDED,
HOWEVER, that (i) the non-breaching party has first notified
the other party of the breach (such notice to describe the
breach) (a "Breach Notice"), and (ii) no such termination
shall be effective if, with respect to any breach that is
capable of being cured prior to the date set forth in the
termination notice, the breaching party has cured such
breach to the reasonable satisfaction of the non-breaching
party within 30 days of receipt of the relevant Breach
Notice.
(c) Upon notice of termination by either party of this Agreement, in
its entirety or with respect to any Fund or any Service provided to any Fund,
Atlantic shall promptly transfer to any successor service providers the
original or copies of all books and records maintained by Atlantic under this
Agreement including, in the case of records maintained on computer systems,
copies of such records in commercially reasonable, machine-readable form, and
shall cooperate with, and provide reasonable assistance to, the successor
service provider(s) in the establishment of the books and records necessary to
carry out the successor service providers' responsibilities. Should the Trust
or Atlantic exercise its right to terminate this Agreement, the Trust shall, as
agreed in advance in good faith with Atlantic, reimburse Atlantic for
Atlantic's reasonable costs associated with the copying and movement of records
and material to any successor person and providing assistance to any successor
person in the establishment of the accounts and records necessary to carry out
the successor's responsibilities and Atlantic's out-of-pocket costs incurred in
the termination of services that relate primarily or exclusively to any
Services being terminated hereunder ("TERMINATION COSTS"); PROVIDED, HOWEVER,
that, notwithstanding anything herein to the contrary, the Trust shall have no
obligation to reimburse Atlantic for its costs if the Trust terminates this
Agreement pursuant to clause (ii) of subsection (b) above or if Atlantic
terminates this Agreement pursuant to clause (i) of subsection (b) above.
(d) The provisions of SECTIONS 3, 4, 5, 6, 7, 8, 9, 14 and 15 shall
survive any termination of this Agreement.
SECTION 7. ACTIVITIES OF ATLANTIC
Except to the extent necessary to perform its obligations under this
Agreement, nothing herein shall be deemed to limit or restrict Atlantic's
right, or the right of any of its officers, directors or employees to engage in
any other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual
or association.
SECTION 8. PROPRIETARY AND CONFIDENTIAL INFORMATION
(a) Atlantic agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of the
Trust, all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust (and clients of said
shareholders), and not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder, except
(i) after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld, conditioned or delayed and may not
be withheld, conditioned or delayed where Atlantic may be exposed to civil or
criminal contempt proceedings for failure to comply, (ii) when requested to
divulge such information by duly constituted authorities approved by the Trust,
or (iii) when so requested by the Trust. Records and other information which
have become known to the public through no wrongful act of Atlantic or any of
its employees, agents or representatives, and information that was already in
the possession of Atlantic prior to receipt thereof from the Trust or its
agent, shall not be subject to this paragraph.
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(b) Further, Atlantic will adhere to the privacy policies adopted by
the Trust pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified
from time to time. In addition, Atlantic will comply with any other limitations
or restrictions on disclosure of portfolio holdings or other information of the
Trust set forth in the Trust's prospectus and statement of additional
information. In this regard, Atlantic shall have in place and 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 the Trust and its
shareholders.
SECTION 9. RECORDS
Atlantic shall keep records relating to the Services to be performed
hereunder in the form and manner, and for such period, as it may deem advisable
and is agreeable to the Trust, but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, section 31 of
the 1940 Act and the rules thereunder. Atlantic agrees that any such records
prepared or maintained by Atlantic relating to the services to be performed by
Atlantic hereunder are the property of the Trust and will be preserved,
maintained, and made available in accordance with such laws applicable to the
Trust, including without limitation, section 31 of the 1940 Act and will be
promptly surrendered to the Trust or its designee on and in accordance with its
request.
SECTION 10. LOST SHAREHOLDER DUE DILIGENCE SEARCHES AND SERVICING
The Trust hereby acknowledges that Atlantic has an arrangement with
an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17
under the Securities Exchange Act of 1934, as amended. If a shareholder remains
lost and the shareholder's account unresolved after completion of the mandatory
Rule 17Ad-17 search, the Trust hereby authorizes Atlantic to enter (itself or
through the vendor), at its discretion, into fee sharing arrangements with the
lost shareholder (or such lost shareholder's representative or executor) to
conduct a more in-depth search in order to locate the lost shareholder before
the shareholder's assets escheat. The Trust hereby acknowledges that Atlantic
is not a party to these arrangements and does not receive any revenue sharing
or other fees relating to these arrangements. Furthermore, the Trust hereby
acknowledges that vendor may receive compensation from the lost shareholder's
assets for its efforts in locating the lost shareholder.
SECTION 11. ANTI-MONEY LAUNDERING PROGRAM
(a) The Trust hereby delegates to Atlantic, and Atlantic hereby
accepts, responsibility to perform certain services in connection with the
Trust's Anti-Money Laundering Program (the "TRUST AML PROGRAM"), as further set
out in the Trust AML Program, including provisions relating to: (i) customer
identification program, (ii) suspicious activity monitoring and reporting;
(iii) cash transaction reporting; (iv) recordkeeping; and (v) employee training
(as it relates to Atlantic employees) (collectively, the "AML SERVICES").
Atlantic agrees to cooperate with the Trust's AML Compliance Officer in the
performance of the AML Services as set forth in the Trust AML Program.
(b) Atlantic represents and warrants that:
(i) Atlantic undertakes to perform all delegated
responsibilities under the Trust AML Program; and
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(ii) Atlantic has adopted and will maintain a written anti-money
laundering program ("ATLANTIC AML PROGRAM") that includes
policies and procedures that enable it to perform its
responsibilities under this Agreement.
(c) The Trust represents and warrants that the Trust will promptly
provide Atlantic any amendment(s) to the Trust AML Program, which will be
subject to the terms of this Agreement, upon delivery to Atlantic.
(d) Atlantic:
(i) agrees to provide, upon request by federal examiners,
information and records maintained by Atlantic relating to
the Trust AML Program for purposes of the Trust AML Program;
(ii) agrees to provide, upon request by the Trust, information
and records maintained by Atlantic relating to the AML
Services and Atlantic AML Program as it applies to the AML
Services;
(iii) agrees to cooperate with the Trust's AML Compliance Officer
with respect to any request for information by the Financial
Crimes Enforcement Network pursuant to the Bank Secrecy Act,
as amended by the USA PATRIOT Act and the regulations
thereunder; and
(iv) consents to the inspection of Atlantic by federal examiners
for purposes of the Trust AML Program; any such inspection
shall be deemed outside of routine and normal periodic
reviews as contemplated under Section 5(c).
(e) Atlantic agrees to furnish to the Trust the following:
(i) a copy of Atlantic AML Program as in effect on the date
hereof, and any material amendment thereto promptly after
the adoption of any such amendment;
(ii) upon reasonable request of the CCO and in any event, no
less frequently than annually, a report on Atlantic AML
Program that includes a certification to the Trust
concerning Atlantic's implementation of, and ongoing
compliance with, Atlantic AML Program and a summary of any
audit report prepared with respect to Atlantic AML Program
as it pertains to the AML Services;
(iii) interim reports with respect to any material issues that
arise with respect to the AML Services or Atlantic AML
Program; and
(iv) periodic reports concerning Atlantic's compliance with
Atlantic AML Program and/or the AML Services at such times
as may be reasonably requested by the Board or AML
Compliance Officer.
SECTION 12. IDENTITY THEFT PREVENTION PROGRAM
(a) The Trust hereby delegates to Atlantic, and Atlantic hereby
accepts, responsibility to perform certain services (the "IDENTITY THEFT
PREVENTION SERVICES") in connection with the Trust's Identity Theft Prevention
Program, (the "TRUST IDENTITY THEFT PREVENTION PROGRAM"), as further set out in
the Trust Identity Theft Prevention Program. Atlantic agrees to cooperate with
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the CCO in the performance of the Identity Theft Prevention Services as set
forth in the Trust Identity Theft Prevention Program.
(b) Atlantic represents and warrants that:
(i) Atlantic undertakes to perform all delegated
responsibilities under the Trust Identity Theft Prevention
Program; and
(ii) Atlantic has adopted and will maintain a written identity
theft prevention program ("ATLANTIC IDENTITY THEFT
PREVENTION PROGRAM") that includes policies and procedures
that enable it to perform its responsibilities under this
Agreement.
(c) The Trust represents and warrants that the Trust will promptly
provide Atlantic any amendment(s) to the Trust Identity Theft Prevention
Program, which will be subject to the terms of this Agreement.
(d) Atlantic agrees to furnish the Trust with the following:
(i) prompt written notification of any transaction or
combination of transactions that Atlantic believes, based on
the Identity Theft Prevention Procedures, evidence money
laundering or identity theft activities in connection with
the Trust or any shareholder of the Trust;
(ii) prompt written notification of any customer(s) that
Atlantic reasonably believes, based upon the Identity Theft
Prevention Procedures, to be engaged in money laundering or
identity theft activities, provided that the Trust shall not
communicate this information to the customer;
(iii) Any reports received by Atlantic from any government agency
or applicable industry self-regulatory organization
pertaining to Atlantic AML Program, the Trust AML Program,
Atlantic Identity Theft Prevention Program, or the Trust
Identity Theft Prevention Program;
(iv) prompt written notification of any action taken in response
to anti-money laundering violations or identity theft
activity as described in (i), (ii) or (iii); and
(v) certified annual and quarterly reports of its monitoring
and customer identification activities on behalf of the
Trust.
(e) The Trust hereby directs Atlantic to, and Atlantic acknowledges,
that it shall (i) permit federal regulators access to such information and
records maintained by Atlantic and relating to Atlantic's implementation of the
Identity Theft Prevention Procedures, on behalf of the Trust, as they may
request, and (ii) permit such federal regulators to inspect Atlantic's
implementation of the Identity Theft Prevention Procedures on behalf of the
Trust; any such provision of access or inspection shall be deemed outside of
routine and normal periodic reviews as contemplated under Section 5(c).
SECTION 13. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS AND WARRANTIES OF ATLANTIC. Atlantic represents
and warrants to the Trust that:
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(i) It is duly organized and existing as a limited liability
company and in good standing under the laws of the State of
Delaware.
(ii) It is empowered under applicable laws and by its limited
liability company agreement to enter into this Agreement and
perform its duties under this Agreement.
(iii) All requisite limited liability company proceedings have
been taken to authorize it to enter into this Agreement and
perform its duties under this Agreement.
(iv) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
(v) (i) The execution, delivery and performance of this
Agreement by Atlantic does not breach, violate or cause a
default under any agreement, contract or instrument to which
Atlantic is a party or any judgment, order or decree to
which Atlantic is subject; (ii) the execution, delivery and
performance of this Agreement by Atlantic has been duly
authorized and approved by all necessary limited liability
company action; and (iii) upon the execution and delivery of
this Agreement by Atlantic and the Trust, this Agreement
will constitute a legal,valid and binding obligation of
Atlantic, enforceable against Atlantic 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.
(vi) Each of Atlantic, its parent and its Parent's other
subsidiaries has adopted and implemented written policies
and procedures reasonably designed to prevent violations of
the Federal Securities Laws (as defined under the ▇▇▇▇ ▇▇▇)
related to the services provided by Atlantic to the Trust.
It will review, no less frequently than annually, the
adequacy of the policies and procedures and the
effectiveness of their implementation. At least quarterly,
Atlantic will report to the Trust any material changes made
to the policies and procedures and provide the Trust with a
report of each compliance matter identified during the
quarter with respect to the Funds that may reasonably be
deemed material (as defined in the 1940 Act).
(vii) It will maintain insurance that covers such risks and is in
such amounts, with such deductibles and exclusions,
sufficient for compliance by Atlantic with all requirements
of Law and sufficient for Atlantic to perform its
obligations under this Agreement; and all such policies are
in full force and effect and are with financially sound and
reputable insurance companies, underwriters or other
insuring entities.
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(viii) It is a registered transfer agent under Section 17A(c) of
the Securities Exchange Act of 1934, as amended.
(b) REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents
and warrants to Atlantic that:
(i) It is a statutory trust duly organized, validly existing
and in good standing under the laws of the State of Delaware
and is registered with the SEC as an open-end investment
company under the 1940 Act.
(ii) It is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement.
(iii) All requisite statutory trust proceedings have been taken
to authorize it to enter into and perform this Agreement.
(iv) The execution, delivery and performance of this Agreement
by the Trust does not breach, violate or cause a default
under any agreement, contract or instrument to which the
Trust is a party or any judgment, order or decree to which
the Trust is subject; (ii) the execution, delivery and
performance of this Agreement by the Trust has been duly
authorized and approved by all necessary action; and (iii)
upon the execution and delivery of this Agreement by
Atlantic and the Trust, this Agreement 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.
SECTION 14. FORCE MAJEURE
Neither party shall be responsible for or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control
including acts of civil or military authority, national emergencies, labor
difficulties (other than those related to Atlantic's employees), fire,
mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
SECTION 15. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(b) No amendment to this Agreement or the termination of this
Agreement with respect to a Fund shall affect this Agreement as it pertains to
any other Fund.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware without regard to its principles of conflicts of
law.
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(d) This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement between those parties with
respect to the subject matter hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any
number of counterparts, and all of the counterparts taken together shall be
deemed to constitute one and the same instrument. If this Agreement or any Law
requires a record or signature to be written or in writing, an electronic
record or electronic signature, as the case may be, satisfies such requirement.
Delivery of this Agreement by electronic means shall be deemed to be proper
delivery.
(f) If any part, term or provision of this Agreement is held 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 this
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by
the parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) No affiliated Person, employee, agent, director, officer or
manager of Atlantic shall be liable at law or in equity for Atlantic's
obligations under this Agreement.
(j) Each of the undersigned warrants and represents that they have
full power and authority to sign this Agreement on behalf of the party
indicated and that their signature will bind the party indicated to the terms
hereof and each party hereto warrants and represents that this Agreement, when
executed and delivered, will constitute a legal, valid and binding obligation
of the party, enforceable against the party 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.
(k) Each Appendix to this Agreement is part of the Agreement. In the
event of any conflict between the Agreement and any Appendices, the Agreement
shall control.
(m) Except as otherwise provided in this Agreement, neither this
Agreement nor any rights or obligations under this Agreement may be assigned by
any party without the written consent of the other party. This Agreement shall
inure to the benefit of and be binding upon the parties and their respective
permitted successors and assigns. Subject to prior written notice to the Trust,
Atlantic may subcontract for the performance hereof with any affiliate of
Atlantic; PROVIDED HOWEVER, that Atlantic shall be as fully responsible to the
Trust for the acts and omissions of any assignee or subcontractor as Atlantic
is for its own acts and omissions under this Agreement and that no such
assignment or subcontract will increase the compensation payable by the Trust
to Atlantic under this Agreement for the Services. Notwithstanding the
foregoing, Atlantic shall not be liable for the acts or omissions of any Person
to which any performance hereunder is subcontracted at the direction of the
Trust.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Fee Schedule to be duly executed all as of the day and year first above
written.
GALLERY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
VP & Secretary
ATLANTIC SHAREHOLDER SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Senior Vice President
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APPENDIX A: FUNDS OF THE TRUST
FUND NAME CLASS NAME CUSIP SYMBOL
--------------------------------------------------------------------------------
Mondrian International Equity Fund ▇▇▇▇▇▇▇▇▇
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APPENDIX B: SERVICES
1. General
Transfer agent services, dividend disbursing agent services, shareholder
support services and, as relevant, services in connection with accumulation,
open-account or similar plans (including without limitation any periodic
investment plan or periodic withdrawal program) that in each case are customary
for open-end, management investment companies, including:
(a) Setting up Shareholder account information, including, as applicable,
name, address, dividend option, taxpayer identification numbers,
privileges and wire instructions;
(b) Maintaining all Shareholder account information changes;
(c) Preparing Shareholder meeting lists;
(d) Withholding taxes on U.S. resident and non-resident alien accounts;
(e) Preparing and filing U.S. Treasury Department Forms 945, 1042, 1099
and 5498 with respect to distributions for Shareholders;
(f) Preparing and mailing confirmation statements in compliance with Rule
10b-10 of the Securities Exchange Act of 1934, as amended, and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts;
(g) Preparing and mailing activity statements and other routine
communications to Shareholders;
(h) Providing Shareholder account information;
(i) Providing data regarding broker commissions and providing related
reports to the Trust's distributor;
(j) Calculating the applicable Funds' fees under 12b-1 plans and
providing related reports to the Trust's distributor; and
(k) Transmitting to each Fund's fund accounting service provider
appropriate data to allow the service provider's daily reconciliations
of cash, Shares outstanding and other data.
2. Purchase, Redemption and Transfer of Shares
(a) Receive for acceptance, orders for the purchase of Shares and
promptly deliver payment and appropriate documentation to the
custodian for the applicable Fund;
(b) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance, redemption requests and deliver the
appropriate documentation to the custodian for the applicable Fund;
(d) As and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by
the Prospectus pursuant to which the redeemed Shares were offered and
as instructed by the redeeming Shareholders; and
(e) Effect transfers of Shares upon receipt of appropriate instructions
from Shareholders.
3. Notes and Conditions to Purchase, Redemption and Transfer of Shares:
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(a) Processing requests to purchase, redeem and transfer shares of a Fund
shall be subject to Atlantic's and the Trust's anti-money-laundering
("AML") program.
(b) Atlantic may require any or all of the following in connection with
the original issue of Shares: (i) Instructions requesting the
issuance, (ii) evidence that the Trust's Board has authorized the
issuance, (iii) any required funds for the payment of any original
issue tax applicable to such Shares, and (iv) an opinion of the
counsel to the Trust regarding the legality and validity of the
issuance.
(c) Shares shall be issued in accordance with the terms of a Fund's or
class' Prospectus after Atlantic or its agent receives either of the
following, in each case in good order and with such additional items
or materials as may be required by the Trust's Policies and
Procedures, Atlantic's operational procedures and/or Atlantic's AML
Program:
(i) (A) an instruction directing investment in a Fund or Class, (B)
a check (other than a third party check) or a wire or other
electronic payment in the amount designated in the instruction,
and (C) in the case of an initial purchase, a completed account
application; or
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(d) Shareholder payments shall be considered Federal Funds no later than
on the day indicated below unless other times are noted in the
Prospectus of the applicable Fund or Class:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve
System, on the next Fund business day following receipt of the
check; and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as Atlantic is credited with
Federal Funds with respect to that check.
(e) In registering transfers of Shares, Atlantic may rely upon the
Uniform Commercial Code as in effect in the State of Delaware or any
other statutes that, in the opinion of Atlantic's counsel, protect
Atlantic and the Trust from liability arising from (i) not requiring
complete documentation, (ii) registering a transfer without an adverse
claim inquiry, (iii) delaying registration for purposes of such
inquiry or (iv) refusing registration whenever an adverse claim
requires such refusal. As Transfer Agent, Atlantic will be responsible
for delivery to the transferor and transferee of such documentation as
is required by the Uniform Commercial Code.
4. Processing Distributions
Prepare and, subject to receipt of good funds therefore from the custodian for
the applicable Fund, transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the Trust with
respect to Shares of a Fund.
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5. AML Services
The Trust delegates to Atlantic the performance of the anti-money laundering
services set forth below (the "AML Services") with respect to shareholder
accounts maintained by Atlantic pursuant to this Agreement; and subject to the
terms and conditions of this Agreement, Atlantic accepts this delegation and
agrees to perform the AML Services in accordance with the Trust's and Atlantic's
AML program and reasonably to cooperate with the Trust's AML compliance officer
(the "AML Compliance Officer") in the performance of that person's
responsibilities. Notwithstanding this delegation, the Trust shall maintain full
responsibility for ensuring that its AML program is and continues to be
reasonably designed to ensure compliance with the applicable AML laws.
(a) Verify shareholder identity upon opening new customer accounts in
accordance with Section 326 of the USA PATRIOT Act (the "Patriot Act")
and any regulations thereunder, as required under Applicable Law;
(b) Monitor shareholder transactions and identify and report suspicious
activities that are required to be so identified and reported, in each
case consistent with the AML programs of the Trust and Atlantic;
(c) Review all new accounts and registration maintenance transactions
against the Office of Foreign Asset Control ("OFAC") database and
other such lists or databases of trade restricted individuals or
entities as may be required from time to time by applicable regulatory
authorities, including review of such shareholder information upon
changes to such databases;
(d) Follow the Trust's policies with respect to the acceptance of cash
equivalents and third party checks; provided, however, that unless the
parties agree otherwise under no circumstance will Atlantic accept a
corporate third party check;
(e) Place holds on transactions in shareholder accounts or freeze
shareholder accounts, as provided in the AML programs of the Trust and
Atlantic and in accordance with the Patriot Act and OFAC;
(f) (i) Atlantic will reasonably cooperate with the Trust to accommodate
non-material changes and adjustments to agreed upon services,
maintaining reasonably adequate policies, procedures and internal
controls that are consistent with the Trust's AML program as in effect
from time-to-time, (ii) conduct (or have a third party conduct) an
independent review of its AML Program at least annually and provide
the report of such independent review to the Trust and the Trust's AML
Compliance Officer; and (iii) maintain a reasonable, ongoing training
program with respect to its own personnel relating to AML matters.
6. Notes and Conditions to AML Services
(a) The Trust authorizes Atlantic to take such actions in the performance
of the AML Services as Atlantic deems appropriate and consistent with
the Trust's AML program and applicable AML Laws;
(b) Atlantic agrees to furnish the Trust its written program concerning
anti-money laundering services rendered by Atlantic to its various
clients. Atlantic agrees to notify the
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Trust of any changes to its anti-money laundering program that
individually or in the aggregate would materially impact the Trust's
AML program;
(c) Atlantic shall make its relevant personnel available to meet or speak
with the Board concerning the AML Services at such intervals as may be
reasonably necessary or appropriate.
(d) Atlantic represents and warrants to the Trust that (i) Atlantic has
adopted and will maintain a written program concerning the anti-money
laundering services it provides to its various clients, and (ii)
Atlantic's policies and procedures are reasonably adequate for it to
provide the AML Services and comply with its obligations under this
Agreement.
7 Payments to Financial Intermediaries, Redemption Fees
(a) Atlantic agrees to track Shareholder Accounts by financial
intermediary source and otherwise as reasonably requested by the Trust
as well as rights of accumulation and purchases made under letters of
intent and to provide periodic reporting thereof to the Trust;
(b) Atlantic agrees to calculate, report to the Trust and receive from
Shareholders or debit Shareholder accounts for sales commissions,
including sales loads, contingent deferred, deferred and other sales
charges, and service fees (e.g., wire redemption charges);
(c) Atlantic agrees to calculate, report to the Trust and to the Adviser
and, subject to receipt of good funds, transmit payments to
underwriters, selected dealers and others for commissions, service
fees and other payments due from the Trust or any distributor; and
(d) Atlantic agrees to calculate, report to the Trust and withhold
redemption fees and pay the amount of any redemption fees to the Fund.
8. Blue Sky; Escheatment
(a) Atlantic shall calculate the total number of Shares of each Fund and
class thereof sold in each reporting jurisdiction authorized by the
Trust;
(b) Atlantic shall monitor and prepare and make appropriate filings with
respect to the escheatment laws of the various states and territories
of the United States;
(c) Atlantic shall perform such services as are required in order to
comply with Rules 17Ad-17 of the Securities Exchange Act of 1934, as
amended (the "Lost Shareholder Rules"), including, but not limited to,
those set forth below. Atlantic may, in its sole discretion, use the
services of a third party to perform some or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
(iv) preparation and submission of data required under the Lost
Shareholder Rules.
9. Recordkeeping and Reporting; Facilities
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(a) Atlantic shall record the issuance of Shares of the Trust and
maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act
of 1934, as amended, a record of the total number of Shares of the
Trust, each Fund and each class thereof, that are authorized, based
upon data provided to it by the Trust, and are issued and outstanding
and provide the Trust on a regular basis a report of the total number
of Shares that are authorized and the total number of Shares that are
issued and outstanding;
(b) Atlantic shall maintain records of account for and provide reports
and statements to the Trust and Shareholders; and
(c) Atlantic shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control,
preparation and use of share certificates, check forms, and facsimile
signature imprinting devices. Atlantic shall establish and maintain
facilities and procedures reasonably acceptable to the Trust for
safekeeping of all records maintained by Atlantic pursuant to this
Agreement.
(d) In addition to other references herein regarding records to be
maintained regarding shareholders, transactions, accounts, and Trust
operations, Atlantic shall maintain such records as (i) may be
required by the Laws applicable to Atlantic and (ii) are prudently and
customarily maintained by third-party transfer agents for registered
open-end management investment companies.
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SCHEDULE A: FEE SCHEDULE
NOTE: The following Fee Schedule relates to the Services Agreement by and
among Atlantic Shareholder Services, LLC and Gallery Trust (the "AGREEMENT").
Capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Agreement.
ANNUAL ASSET-BASED FEE
* 1/4 of 1.0 basis point (0.0025%) on the first $500 million in total
assets
* 1/10 of 1.0 basis point (0.001%) on the next $500 million in total
assets
* 1/20 of 1.0 basis point (0.0005%) on the total assets in excess of $1
billion
ANNUAL ACCOUNT FEES
* $18 per open non-level three account
* $12 per open level three account for the first 2,500 such accounts
* $10 per open level three account for the next 2,500 such accounts
* $8 per open level three account for such accounts in excess of 5,000
such accounts
* Open account fees subject to an $18,000 minimum per CUSIP
* $2.04 per closed account
OPTIONAL SERVICES
* NSCC price and rate profile services: $180 per CUSIP annually
* Client/intermediary internet access: $1,200 annually
* Shareholder Internet access
* $6,000 per Fund annually, subject to an $18,000 annual maximum
per site
* $7,500 implementation fee -- waived if this service is selected pre-
implementation
* Market timing analytics (Rule 22c-2)
* $0.60 per account annually subject to a $2,400 minimum per CUSIP
annually; minimum not to exceed $7,200 annually
* $500 per CUSIP set-up fee -- waived if this service is selected
pre-implementation
* Blue Sky administration: $65 annually for each permit or similar
state registration
* Customized development post implementation: $200 per hour
OUT-OF-POCKET EXPENSES
Out of pocket expenses include, but are not limited to, banking fees; Blue
Sky state sales charges; CIP scanning; data storage; escheatment vendor;
FinCEN; imaging; literature fulfillment; mailing, postage and printing;
OFAC; paper stock; proxy services; record retention; regulatory
enhancements; and telecommunications
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