Form of ]
AMENDMENT TO MUTUAL FUND SERVICES AGREEMENT
This Amendment to Mutual Fund Services Agreement (this "Amendment") is made
and entered into as of October 1, 2003, by and between Lindbergh Funds, a _
business trust (the "Fund"), and Unified Fund Services, Inc., a Delaware
corporation ("Unified"), and amends that certain Mutual Fund Services Agreement
by and between the Fund and Unified, dated June 16, 1999. (the "Agreement").
WHEREAS, Unified and the Fund have entered the Agreement;
WHEREAS, the Agreement contemplates that Unified shall perform such
additional services as are mutually agreed upon and provided in an amendment to
the Agreement or its schedules, in consideration of such fees as the parties may
agree upon; and
WHEREAS, the Fund desires that Unified perform certain additional services
for the Fund related to anti-money laundering and fraud prevention; and
WHEREAS, Unified is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in the Agreement and this
Amendment;
NOW THEREFORE, in consideration of the covenants herein contained, the Fund
and Unified hereby agree as follows:
1. Section [5] of the Agreement is hereby amended by appending a new
subsection [(v)] thereto as follows:
" (v) Unified AML Program Services, as described on Exhibit [E] to this
Agreement. Unified formulates, maintains and uniformly administers policies
and procedures (as amended from time to time, the "Unified AML Program")
that are reasonably designed to ensure compliance with the USA Patriot Act
of 2001, the Bank Secrecy Act of 1970, the Customer Identification Program
rules jointly adopted by the SEC and U.S. Treasury Department, and other
applicable regulations adopted thereunder (collectively, the "Applicable
AML Laws"). Unified has provided the Fund with a copy of the Unified AML
Program documents, and will provide the Fund with all amendments thereto.
The Fund hereby delegates to Unified its obligation to identify and verify
its customers and its obligations to perform those anti-money laundering
and other procedures set forth in Exhibit [E] to this Agreement, in each
case with regard to those shareholder accounts maintained by Unified
pursuant to this Agreement. Unified accepts the foregoing delegation and
agrees to perform the duties set forth on Exhibit [E] in accordance with
the Unified AML Program. The Fund acknowledges and agrees that,
notwithstanding such delegation, the Fund maintains full responsibility for
ensuring its compliance with the Applicable AML Laws and, therefore, must
monitor the operation and effectiveness of the Unified AML Program. Unified
shall maintain such records and data with regard to the application of the
Unified AML Program to such shareholder accounts as are required by
Applicable AML Laws."
2. The Exhibits to the Agreement are hereby amended by appending a new Exhibit
[E] thereto as follows:
"EXHIBIT [E]
to
Mutual Fund Services Agreement
General Description of the Unified AML Program Services
The following is a general description of the Unified AML Program services
Unified shall provide to the Fund:
I. General Description
A. Customer Identification. Verify customer identity upon opening new
accounts, consistent with the Unified AML Program, and perform such other
checks and verifications as are specified in Unified's Customer
Identification Program (which is a component of the Unified AML Program).
B. Purchase and Redemption Transactions. Unified shall reject and return to
sender any check, deposit, or delivery of cash or property and any
redemption request that does not comply with the Unified AML Program,
subject to the provisions of any additional agreement between the Fund and
Unified regarding special liability checks and other remittances.
C. Monitoring and Reporting. Monitoring shareholder transactions and
identifying and reporting suspicious activities that are required to be so
identified and reported, including suspicious activity reports or Form 8300
reports, and provide other reports of shareholder activity to the SEC, the
Treasury Department, the Internal Revenue Service, and other appropriate
authorities, in each case consistent with the Unified AML Program.
D. Frozen Accounts. Unified shall place holds on transactions in
shareholder accounts or freeze assets in shareholder accounts as provided
for in the Unified AML Program.
E. Maintenance of Records. Maintain all records or other documentation
related to shareholder accounts and transactions therein that are required
to be prepared and maintained pursuant to the Unified AML Program, and make
the same available for inspection by (1) the Fund's compliance officer, (2)
any auditor of the Fund, (3) regulatory or law enforcement authorities, and
(4) those other persons specified in the Unified AML Program.
F. Other Services. Unified shall apply all other policies and procedures of
the Unified AML Program to the Fund.
G. Maintenance of the Unified AML Program. Unified shall maintain and
modify the Unified AML Program from time to time to ensure that it remains
reasonably designed to ensure compliance with the Applicable AML Laws. Upon
request by the Fund, Unified shall make available its compliance personnel
to the Fund and the Fund's counsel to discuss amendments to the Unified AML
Program that the Fund or its counsel believes are necessary to keep such
program in compliance with Applicable AML Laws. Changes to Unified's AML
Program shall be implemented at Unified's sole discretion. Special
procedures may be implemented for an additional fee to be agreed upon. The
Fund may cancel its participation in the Unified AML Program at any time,
and no further fees to Unified in respect of such program shall accrue
after the date of cancellation.
H. Annual Certification. On an annual basis during the term of this
Agreement, Unified will certify to the Fund's Board of Directors that it
has implemented the Unified AML Program and that it will continue to
perform the specific requirements of the Unified AML Program in accordance
with the terms of this Agreement.
3. Unified shall begin providing Unified AML Program services on or before
October 1, 2003. Upon commencement of such services, all prior agreements
between the parties in respect of services pertaining to Applicable AML Laws
shall terminate and cease to be of any further force or effect. This paragraph
shall survive any termination of this Amendment.
4. The annual fee payable to Unified for application of the Unified AML Program
procedures to the Fund shall be $3.00 per non-exempt (as stated in Section 326
of the USA Patriot Act) shareholder account. The fee shall become due and
payable upon submission by Unified of the account information to the vendor
Unified uses to verify customer information, and shall be billed to and paid by
the Fund in accordance with the terms of the Agreement. The parties anticipate
that the fee for calendar 2003 shall become due and payable in November 2003 for
all non-exempt accounts, and annually hereafter. Furthermore, the parties agree
that all new non-exempt shareholder accounts will be submitted to vendor and
charged accordingly as and when new accounts are added.
5. This Amendment shall terminate on the 60th day following the next annual
anniversary date of the effective date of the Agreement and shall thereafter
cease to have any further force or effect. The parties contemplate that the
substance of this Amendment shall be incorporated into a new mutual fund
services agreement to be adopted at the next regularly scheduled board meeting
immediately prior to or contemporaneous with the anniversary of the Agreement
and should be executed shortly thereafter.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date
and year first above written.
UNIFIED FUND SERVICES, INC. Lindbergh Funds
By: By:
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxx
Title: Title: President
