TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 21st day of February 2001 by and between
U.S. Global Investors Funds, an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, having its principal office and
place of business at 7900 Callaghan Road, San Antonio, Texas 78229 (hereinafter
referred to as the "Trust"), and United Shareholder Services, Inc., a Texas
corporation authorized to do business at 7900 Callaghan Road, San Antonio, Texas
78229 (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;
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(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
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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 bill 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 bill the Trust for each Sub-Trust as soon as
practicable after the end of each calendar month, and the billings
will be detailed in accordance with the Fee Schedule for each
Sub-Trust. The Trust promptly will pay the amount of the bill 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;
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(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.
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(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
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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.
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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 1940 Act) 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 1940 Act) 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
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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 Investors Funds United Shareholder Services, Inc.
7900 Callaghan Road 7900 Callaghan Road
San Antonio, Texas 78229 San Antonio, Texas 78229
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.
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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 INVESTORS FUNDS
Attest:
By: /s/ Stacy G. Henk By: /s/ Frank E. Holmes
-----------------------
Frank E. Holmes
President
S E A L
UNITED SHAREHOLDER SERVICES, INC.
Attest:
By: /s/ Stacy G. Henk By: /s/ Susan B. McGee
-----------------------
Susan B. McGee
President
S E A L
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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 bill 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
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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 be paid to the appropriate
fund.
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APPENDIX A
AUTHORIZED PERSONS
I, Frank E. Holmes, President, and I, Susan B. McGee, Secretary, of U.S.
Global Investors 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
Frank E. Holmes President /s/ Frak E. Holmes
Chief Executive Officer -------------------
Chief Investment Officer
Susan B. McGee Executive Vice President /s/ Susan B. McGee
Secretary -------------------
Bobby D. Duncan Treasurer /s/ Bobby D. Duncan
-------------------
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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
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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
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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. Except as mutually agreed upon from time to
time, 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
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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
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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.
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APPENDIX C
SUB-TRUSTS OF THE TRUST
All American Equity Fund
China Region Opportunity Fund
Equity Income Fund
Global Resources Fund
Gold Shares Fund
Near-Term Tax Free Fund
Tax Free Fund
U.S. Government Securities Savings Fund
U.S. Treasury Securities Cash Fund
World Gold Fund
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