[PROVIDENT BANK LOGO]
TRANSFER AGENT AND RECORDKEEPING AGREEMENT
------------------------------------------
AGREEMENT made as of the ____ day of March, 2000, by and between IPS
Advisory, Inc. (the "Adviser"), having its principal place of business at 000
Xxxxx Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, 00000, and THE PROVIDENT BANK
("Provident") having its principal place of business at Xxx Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000.
WITNESSETH THAT
WHEREAS, on behalf of the Portfolios the IPS Funds (the "Fund") has
entered into Management Agreements with the Adviser that provide, among other
things, that the Adviser will pay for transfer agency services provided to the
Fund and the Portfolios; and
WHEREAS, the Advisor desires Provident to perform certain services for
the Fund and each of its Portfolios and Provident is willing to perform such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, each party agrees as follows:
1. SERVICES - Provident shall perform for the Fund and each Portfolio of the
Fund the Services set forth on Exhibit A, which is attached hereto and made
a part hereof. Provident shall also perform for each Portfolio of the Fund,
any services which it customarily performs in the ordinary course of
business without additional charge for any investment companies for which
Provident acts as transfer agent, dividend disbursing agent or unaffiliated
shareholder servicing and record keeping agent.
Provident shall perform such other services in addition to those set forth
in Exhibit A hereto as the Fund shall request in writing. Any of the
services to be performed hereunder, and the manner in which such services
are to be performed, shall be pursuant to a written agreement signed by the
parties hereto.
Provident will undertake no activity that, in its judgment, will adversely
affect the performance of its obligations to the Fund under this Agreement.
2. FEES - The Adviser shall pay Provident for the Services set forth in
Section 1 of this Agreement in accordance with and in the manner set forth
in Exhibit B which is attached hereto and made a part hereof.
3. EFFECTIVE DATE - This Agreement shall become effective as of the date set
forth above.
4. TERM - This Agreement shall be in effect until terminated in accordance
with Section 16 hereof.
Page 1 of 6
5. USE OF PROVIDENT'S NAME - The Adviser will not use Provident's name in any
sales literature or other material in a manner not approved by Provident in
writing before such use, unless a similar such use was previously approved.
Notwithstanding the foregoing, Provident hereby consents to all uses of
Provident's name which merely refer in accurate terms to Provident's
appointments hereunder or which are required by the Securities and Exchange
Commission or a state securities commission, and, provided further, that in
no case will such approval be unreasonably withheld or delayed.
6. STANDARD OF CARE - Provident shall not be liable for any error of judgement
or mistake of law or for any loss suffered in connection with the matters
to which this Agreement relates, except for actual losses resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard on
its part in the performance of its duties or obligations under this
Agreement. Provident shall be entitled to rely on and may act upon advice
of counsel (who may be, and upon request of the Fund shall include, counsel
for the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advise.
7. UNCONTROLLABLE EVENTS - Provident shall not be liable for damage, loss of
data, delays or errors occurring by reason of circumstances beyond its
control including, but not limited to, acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God,
insurrection, war, riots or failure of transportation, communication or
power supply. However, Provident shall keep in a separate place back-up
copies of all records required to be maintained pursuant to this Agreement
including tapes or discs necessary to reproduce all such records.
Furthermore, at all times during this Agreement, Provident shall maintain
an arrangement whereby Provident will have a backup computer facility
available for its use in providing the services required hereunder in the
event circumstances beyond Provident's control result in Provident not
being able to process the necessary work at its principal computer
facility. Provident shall, from time to time, upon request provide written
evidence and details of its arrangement for obtaining the use of such a
backup computer facility. Provident shall use reasonable care to minimize
damage, loss of data, delays and errors resulting from an uncontrollable
event, and should such damage, loss of data, delays or errors occur,
Provident shall use its best efforts to mitigate the effects of such
occurrence. Representatives of the Adviser shall be entitled to inspect
Provident's premises and operating capabilities during reasonable business
hours and upon reasonable notice to Provident.
8. INDEMNIFICATION - The Adviser shall indemnify, defend and hold Provident,
its employees and agents harmless against any losses, claims, damages,
judgments, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from (1) transactions which occurred prior to the date
Provident began serving as Transfer Agent to the Fund; (2) action taken or
things done by Provident upon Proper Instructions received in accordance
with Section 9 hereof or upon advice of counsel (which may be counsel for
the Fund), as to anything arising in connection with its performance under
this Agreement; or (3) for any action taken or thing done by Provident in
performing the Services in the absence of willful misfeasance, bad faith,
gross negligence or the reckless disregard of its obligations or duties
Page 2 of 6
under this Agreement. In the event Provident requests the Adviser to
indemnify, defend or hold it harmless hereunder, Provident shall use its
best efforts to inform the Adviser of the relevant facts concerning the
matter in question. Provident shall use reasonable care to identify and
promptly notify the Adviser concerning any matter which Provident believes
may result in a claim for indemnification against the Adviser, and shall
notify the Adviser within seven days of notice to Provident of the filing
of any suit or other legal action or the institution by a government agency
of any administrative action or investigation against Provident which
involves its duties under this Agreement. The Adviser shall have the
election of defending Provident against any claim which may be the subject
of indemnification or holding harmless hereunder. In the event the Adviser
so elects, it will so notify Provident and thereupon shall take over
defense of the claim and, if so requested by the Adviser, Provident shall
incur no further legal or other expenses related thereto for which it shall
be entitled to indemnity or holding harmless hereunder; provided, however,
that nothing herein contained shall prevent Provident from retaining
counsel to defend any claim at Provident's own expense. Except with the
prior written consent of the Adviser, Provident shall in no event confess
any claim or make any compromise in any matter in which the Adviser will be
asked to indemnify or hold Provident harmless hereunder. In no event shall
Provident be liable for consequential damages, lost profits, or other
special damages, even if Provident has been informed of the possibility of
such damage or loss. Notwithstanding the forgoing, Provident shall be
liable to the Fund for any damage or losses suffered by the Fund as a
result of a delay or negligence on the part of Provident in processing a
purchase or liquidation transaction or in making payment to a shareholder
of the Fund; it being agreed that, without in any way limiting Provident's
liability for other transactions hereunder, such damages shall not be
deemed to be consequential or special.
9. INSTRUCTIONS - Provident shall comply with all Proper Instructions issued
by the Adviser. As used through this Agreement, a "Proper Instruction"
means a writing signed or initialed by one or more person or persons as the
Adviser shall have from time to time authorized. Each such writing shall
set forth the specific transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instruction if (a) Provident
reasonably believes them to have been given by a person previously
authorized in Proper Instructions to give such instructions with respect to
the transaction involved, and (b) the Adviser or its designee promptly
cause such oral instructions to be confirmed in writing. Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Adviser and
Provident are satisfied that such procedures afford adequate safeguards for
the Fund's assets. Proper Instructions may only be amended in writing.
10. CONFIDENTIALITY - Provident agrees to treat all records and other
information relative to the Adviser, the Fund and the Fund's shareholders
confidentially, and Provident on behalf of itself and its employees agrees
to keep confidential all such information, except, after prior notification
to and approval by the Adviser, which approval shall not be unreasonably
withheld and may not be withheld where Provident may be exposed to civil or
criminal contempt proceedings, when requested to divulge such information
by duly constituted authorities or when so requested by a shareholder of
Page 3 of 6
the Fund seeking information about his own or an appropriately related
account.
11. REPORTS - Provident will furnish to the Adviser its auditors and such
agents pursuant to Proper Instruction such reports at such times as are
prescribed for the Services on Exhibit A attached hereto.
12. RIGHT OF OWNERSHIP - Provident agrees that all records and other data
received, computed, developed, used and/or stored pursuant to this
Agreement are the exclusive property of the Fund and that all such records
and other data will be furnished without additional charge to the Adviser
in available machine readable data form immediately upon termination of
this Agreement with respect to the Fund for any reason whatsoever.
Furthermore, upon the Adviser's request at any time or times while this
Agreement is in effect, Provident shall deliver to the Adviser at the
Adviser's expense any or all of the data and records held by Provident
pursuant to this Agreement in the form as requested by the Adviser. On the
effective date of termination of this Agreement or, if later, on the date
the Adviser ceases to use Provident's services, Provident will promptly
return to the Adviser any and all records and other data belong to the Fund
free of any claim or retention of rights by Provident.
13. REDEMPTION OF SHARES - The parties hereto agree that Provident shall
process liquidations, redemptions or repurchases of shares of the Fund, as
the agent, in the manner described in the then current prospectus and
statement of additional information for the Fund. Notwithstanding the
foregoing, Provident shall be liable for any losses, damages, claims or
expenses resulting from Provident's failure to obtain the appropriate
signature guarantee with regard to any redemption or transfer processed by
Provident unless Provident is authorized in writing by the Adviser to waive
such a requirement.
14. Representations and warranties of transfer agent - Provident represents and
warrants to the Adviser that the execution and delivery of this Agreement
has been duly and validly authorized. Provident further represents and
warrants that, in carrying out its duties and responsibilities hereunder,
Provident will comply in all respects with the provisions of the 1934 Act,
the Investment Company Act of 1940 (the "1940 Act") and other applicable
federal and state law.
15. SUBCONTRACTING - Provident may subcontract with one or more of its
affiliates or other persons to perform all or part of its obligations
hereunder, provided, however, that, notwithstanding any such subcontract,
Provident shall be fully responsible to the Adviser hereunder.
16. ASSIGNMENT - This Agreement and the rights and duties hereunder shall not
be assignable by Provident or the Adviser except by the specific written
consent of the other party.
17. TERMINATION - This Agreement may be terminated by Provident on not less
than 60 days prior written notice to the Fund and the Adviser or by the
Adviser on not less than 60 days prior written notice to Provident. Upon
Page 4 of 6
such termination, Provident will use its best efforts to cooperate and
assist in accomplishing a timely, efficient and accurate conversion to the
person or firm which will provide the services described hereunder. This
Agreement may be terminated by the Adviser without the payment of any
penalty, forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination, provided, however, that for the
purpose of this Section any amount due under Section 2 of this Agreement
which is undisputed is not considered a penalty, forfeiture, compulsory
buyout amount or performance of any other obligation which could deter
termination.
This Agreement may be terminated by the Adviser after written notice to
Provident if there is a material breach or violation of this Agreement or
if Provident fails to perform any of its obligations under this Agreement
and the failure continues for more than thirty (30) days after the Adviser
gives notice of the failure to Provident or bankruptcy or insolvency
proceedings of any nature are instituted by or against Provident.
18. INSURANCE - Provident shall maintain throughout the term of this Agreement
a fidelity bond(s) in an amount in excess of the minimum amount required to
be obtained pursuant to Rule 17g-1 the 1940 Act covering the acts of its
officers, employees or agents in performing any and all of the services
required to be performed hereunder. Provident agrees to promptly notify the
Adviser in writing of any material amendment or cancellation of such
bond(s) and Provident shall at such times as the Adviser may request, but
at least once each year, notify the Fund of any claims made pursuant to
such bond(s).
19. AMENDMENT - This Agreement may be amended at any time by an instrument in
writing executed by Provident and the Adviser or each of their respective
successors, provided that any such amendment will conform to the
requirements set forth in the 1940 Act and the rules and regulations
thereunder.
20. NOTICE - Any notice shall be sufficiently given when sent by registered or
certified mail to a party at the address of such party set forth above or
at such other address as such party may from time to time specify in
writing to the other party.
21. SECTION HEADINGS - Section headings are included for convenience only and
are not to be used to construe or interpret this Agreement.
22. INTERPRETIVE PROVISIONS - In connection with the operation of this
Agreement, Provident and the Adviser may agree from time to time on such
provisions interpretive of or in addition to the provisions of this
Agreement as may in their combined opinions be consistent with the general
tenor of this Agreement. Furthermore, Provident and the Adviser may agree
to add to, delete from or change the services set forth on Exhibit A to
this Agreement. Each such interpretive or additional provision, and each
addition, deletion or change is to be signed by the parties and annexed
hereto, and no such provision, addition, deletion or change shall
contravene any applicable federal or state law or regulation and no such
Page 5 of 6
provision, addition, deletion or change shall be deemed to be an amendment
of any provision of this Agreement with the exception of Exhibit A hereto.
23. GOVERNING LAW - This Agreement shall be governed by and its provisions
shall be construed in accordance with the Laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE PROVIDENT BANK IPS ADVISORY, INC.
--------------------------- -----------------------------
Name Name
--------------------------- -----------------------------
Title Title
Page 6 of 6
[PROVIDENT BANK LOGO]
EXHIBIT A - SERVICES
The services provided for in this Agreement shall be performed by
Provident, or any agent appointed by Provident pursuant to Section 14 of this
Agreement, under the name of The Provident Bank (Provident) and this name or any
similar name or logo will not be used by Provident or its agents for any
purposes other than those related to this Agreement or to any other agreement
which Provident may enter into with the Fund or with companies affiliated with
the Fund.
The offices of Provident shall be open to perform the services
pursuant to this Agreement on all days when the Fund is open to transact
business.
Provident will perform all services normally provided to investment
companies such as the Fund and the quality of such services shall be equal to or
better than that provided to the other investment companies serviced by
Provident. With respect to the Fund, by way of illustration, but not limitation,
these services will include:
1. Establishing, maintaining, safeguarding and reporting on shareholder
account information and account histories, (including registration, name
and address recorded in generally accepted form, dealer, representative,
branch, and territory information, mailing address, distribution address,
various codes and specific information relating to (if applicable); level
payments, and for account group reporting for plan accounts and other
accounts grouped for master sub-account reporting).
2. Reconciling the number of outstanding shares of the Fund on a daily basis
with the Fund and the Fund's custodian, promptly correcting any differences
noted.
3. Establishing and maintaining a trade file on behalf of the Fund based on
trade information furnished to the transfer agent by the Fund or its
distributors.
4. Accepting and processing direct cash investments however received and
investing such investments promptly in shareholder accounts.
5. Passing upon the adequacy of documents properly endorsed and guaranteed
submitted by or on behalf of a shareholder to transfer ownership or redeem
shares.
6. Transferring ownership of shares upon the books of each Fund.
7. Redeeming shares and preparing and mailing redemption checks or wire
proceeds as instructed.
8. Preparing and promptly mailing account statements to the shareholder or
such other authorized address and, when appropriate, as instructed by the
Fund, to the dealer or dealer branch, whenever transaction activity
Page 1 of 4
effecting share balances are posted to the Fund's accounting that is of the
type that should receive such statement.
9. Balancing outstanding shares of record with the custodian prior to each
distribution, and calculating and paying or reinvesting distributions to
shareholders of record and to open trade receivables and free stock upon
proper notification from the Fund as to the amount and character of the
distribution.
10. Processing exchanges of shares of the Fund or Portfolio for another,
calculating proper sales charges and collecting fees as required.
11. Processing level payment liquidations according to plan instructions.
12. Reporting to the Fund and its custodian daily the capital stock activities
and dollar amount of transactions.
13. Promptly answering inquiring from shareholders, dealers, Fund personnel,
and others as requested in accordance with the terms of this Agreement as
to account matters, referring policy or investment matters to the Fund.
14. Mailing reports and special mailings, as directed by the Fund to all
shareholders or selected holders or dealers.
15. Maintaining tax information for each account, deducting amounts where
required and furnishing to the Fund, its shareholders, dealers and, when
appropriate, regulatory bodies, the necessary tax information all in
compliance with the various applicable laws.
16. Maintaining records of account and distribution information for checks and
confirmations returned as undeliverable by the Post Office.
17. Maintaining records and reporting sales information for Blue Sky reporting
purposes.
18. Calculating and processing Fund mergers or stock dividends, as directed by
the Fund.
19. Maintaining all Fund records as outlined in the record and tape retention
schedule delivered by the Fund.
20. Reconciling all investment, distribution and redemption accounts.
21. Providing for the replacement of uncashed distribution or redemption
checks.
22. Maintaining and safeguarding an inventory of unissued blank checks and
other Fund records.
23. Making available to the Fund at their location(s), remote access to
computerized records maintained for the Fund.
Page 2 of 4
24. Providing space and such technical expertise as may be required to enable
the Fund and its properly authorized auditors, examiners and others
designated by the Fund in writing to properly understand and examine all
books, records, computer files, microfiche and other items maintained
pursuant to this Agreement, and to assist as required in such examination.
25. Mailing prospectuses to existing accounts after a new prospectus has been
issued by the Fund.
26. Maintaining information, performing the necessary research and producing
reports required to comply with all applicable state escheat or abandoned
property laws.
With respect to each Portfolio of the Fund, the Transfer Agent will
produce reports as requested by the Fund including but not limited to the
following:
Shareholder Account Confirmation As required
Redemption Checks When redemption is made
Level payment checks On payment cycle
Distribution checks As required
Name and address labels As requested
1099-DIV, R, B Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily (monthly) cash proof Monthly
Daily (monthly) share proof Monthly
Daily master control Daily
Blue Sky exceptions Daily
Blue Sky master list Monthly and whenever a new permit is
issued by a state
Page 3 of 4
Blue Sky sales reports Cycle as designated in advance by
distributor
Account information reports As requested
Cumulative Transaction statement Quarterly and Annually
New account list Monthly
Shareholder master list As requested
Sales by State Monthly
Activities statistics Monthly
Distribution journals As required
Page 4 of 4
[PROVIDENT BANK LOGO]
EXHIBIT B
Transfer Agent Fee Schedule
Dated: _______________
ACCOUNT MAINTENANCE FEE
-----------------------
$18.00 per open account (Millennium, New Frontier or Money Market) per year
billed monthly
$9.00 per closed account per year billed monthly*
FUNDSERV & NETWORKING FEE
-------------------------
$6,000.00 per year billed monthly
$6.00 per year discount per open networked account credited monthly
MINIMUM ANNUAL FEE
------------------
$36,000.00 per year billed monthly
* Closed accounts are maintained on file through June of the year following
closing.
ADDITIONAL SERVICES
-------------------
Extraordinary services, special reports or customized processing may be subject
to additional fees, which will be quoted upon request.
Page 1 of 2
OUT-OF-POCKET EXPENSES
----------------------
The Provident Bank shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses including, but not limited to, the expenses set forth
below:
o Postage and insurance
o Overnight delivery service
o Duplicating charges
o Fax charges
o Out of country or excessive telephone calls
o Hardware, software, telephone charges if inquiry access is requested
o Supplies
o Special 800 number installation expense and monthly usage charges
o Cash Management Service Charges at the Provident Bank's current rates
Checks deposited
Checks returned
Incoming wire transfers
Outgoing wire transfers
ACH items received
ACH items originated
Checks paid
Stop payments
o Any other expense The Provident Bank shall incur at the written direction
of an officer of the Funds or Advisor
FEE ADJUSTMENTS
---------------
The fees listed above are guaranteed for the period of one year from the date of
this Agreement Exhibit B. Effective at the commencement of each 12 month period
following year one (1) of this Agreement, Provident reserves the right to
increase, with a minimum of thirty (30) days written notice, all fees in this
Exhibit by a percentage amount equal to the most recent percentage amount
increase of the Consumer Price Index as published by the U. S. Bureau of Labor
Statistics. Fee adjustments for any period shall be limited to a maximum of 10%,
regardless of the percentage increase of the Consumer Price Index.
THE PROVIDENT BANK IPS ADVISORY, INC.
By ______________________________ By ____________________________________
(Name) (Name)
______________________________ ____________________________________
(Title) (Title)
Page 2 of 2
[PROVIDENT BANK LOGO]
EXHIBIT A - SERVICES
The services provided for in this Agreement shall be performed by
Provident, or any agent appointed by Provident pursuant to Section 14 of this
Agreement, under the name of The Provident Bank (Provident) and this name or any
similar name or logo will not be used by Provident or its agents for any
purposes other than those related to this Agreement or to any other agreement
which Provident may enter into with the Fund or with companies affiliated with
the Fund.
The offices of Provident shall be open to perform the services
pursuant to this Agreement on all days when the Fund is open to transact
business.
Provident will perform all services normally provided to investment
companies such as the Fund and the quality of such services shall be equal to or
better than that provided to the other investment companies serviced by
Provident. With respect to the Fund, by way of illustration, but not limitation,
these services will include:
1. Establishing, maintaining, safeguarding and reporting on shareholder
account information and account histories, (including registration, name
and address recorded in generally accepted form, dealer, representative,
branch, and territory information, mailing address, distribution address,
various codes and specific information relating to (if applicable); level
payments, and for account group reporting for plan accounts and other
accounts grouped for master sub-account reporting).
2. Reconciling the number of outstanding shares of the Fund on a daily basis
with the Fund and the Fund's custodian, promptly correcting any differences
noted.
3. Establishing and maintaining a trade file on behalf of the Fund based on
trade information furnished to the transfer agent by the Fund or its
distributors.
4. Accepting and processing direct cash investments however received and
investing such investments promptly in shareholder accounts.
5. Passing upon the adequacy of documents properly endorsed and guaranteed
submitted by or on behalf of a shareholder to transfer ownership or redeem
shares.
6. Transferring ownership of shares upon the books of each Fund.
7. Redeeming shares and preparing and mailing redemption checks or wire
proceeds as instructed.
8. Preparing and promptly mailing account statements to the shareholder or
such other authorized address and, when appropriate, as instructed by the
Fund, to the dealer or dealer branch, whenever transaction activity
Page 1 of 4
effecting share balances are posted to the Fund's accounting that is of the
type that should receive such statement.
9. Balancing outstanding shares of record with the custodian prior to each
distribution, and calculating and paying or reinvesting distributions to
shareholders of record and to open trade receivables and free stock upon
proper notification from the Fund as to the amount and character of the
distribution.
10. Processing exchanges of shares of the Fund or Portfolio for another,
calculating proper sales charges and collecting fees as required.
11. Processing level payment liquidations according to plan instructions.
12. Reporting to the Fund and its custodian daily the capital stock activities
and dollar amount of transactions.
13. Promptly answering inquiring from shareholders, dealers, Fund personnel,
and others as requested in accordance with the terms of this Agreement as
to account matters, referring policy or investment matters to the Fund.
14. Mailing reports and special mailings, as directed by the Fund to all
shareholders or selected holders or dealers.
15. Maintaining tax information for each account, deducting amounts where
required and furnishing to the Fund, its shareholders, dealers and, when
appropriate, regulatory bodies, the necessary tax information all in
compliance with the various applicable laws.
16. Maintaining records of account and distribution information for checks and
confirmations returned as undeliverable by the Post Office.
17. Maintaining records and reporting sales information for Blue Sky reporting
purposes.
18. Calculating and processing Fund mergers or stock dividends, as directed by
the Fund.
19. Maintaining all Fund records as outlined in the record and tape retention
schedule delivered by the Fund.
20. Reconciling all investment, distribution and redemption accounts.
21. Providing for the replacement of uncashed distribution or redemption
checks.
22. Maintaining and safeguarding an inventory of unissued blank checks and
other Fund records.
23. Making available to the Fund at their location(s), remote access to
computerized records maintained for the Fund.
Page 2 of 4
24. Providing space and such technical expertise as may be required to enable
the Fund and its properly authorized auditors, examiners and others
designated by the Fund in writing to properly understand and examine all
books, records, computer files, microfiche and other items maintained
pursuant to this Agreement, and to assist as required in such examination.
25. Mailing prospectuses to existing accounts after a new prospectus has been
issued by the Fund.
26. Maintaining information, performing the necessary research and producing
reports required to comply with all applicable state escheat or abandoned
property laws.
With respect to each Portfolio of the Fund, the Transfer Agent will
produce reports as requested by the Fund including but not limited to the
following:
Shareholder Account Confirmation As required
Redemption Checks When redemption is made
Level payment checks On payment cycle
Distribution checks As required
Name and address labels As requested
1099-DIV, R, B Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily (monthly) cash proof Monthly
Daily (monthly) share proof Monthly
Daily master control Daily
Blue Sky exceptions Daily
Blue Sky master list Monthly and whenever a new permit is
issued by a state
Page 3 of 4
Blue Sky sales reports Cycle as designated in advance by
distributor
Account information reports As requested
Cumulative Transaction statement Quarterly and Annually
New account list Monthly
Shareholder master list As requested
Sales by State Monthly
Activities statistics Monthly
Distribution journals As required
Page 4 of 4
[PROVIDENT BANK LOGO]
EXHIBIT B
Transfer Agent Fee Schedule
Dated: _______________
ACCOUNT MAINTENANCE FEE
-----------------------
$18.00 per open account (Millennium, New Frontier or Money Market) per year
billed monthly
$9.00 per closed account per year billed monthly*
FUNDSERV & NETWORKING FEE
-------------------------
$6,000.00 per year billed monthly
$6.00 per year discount per open networked account credited monthly
MINIMUM ANNUAL FEE
------------------
$36,000.00 per year billed monthly
* Closed accounts are maintained on file through June of the year following
closing.
ADDITIONAL SERVICES
-------------------
Extraordinary services, special reports or customized processing may be subject
to additional fees, which will be quoted upon request.
Page 1 of 2
OUT-OF-POCKET EXPENSES
----------------------
The Provident Bank shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses including, but not limited to, the expenses set forth
below:
o Postage and insurance
o Overnight delivery service
o Duplicating charges
o Fax charges
o Out of country or excessive telephone calls
o Hardware, software, telephone charges if inquiry access is requested
o Supplies
o Special 800 number installation expense and monthly usage charges
o Cash Management Service Charges at the Provident Bank's current rates
Checks deposited
Checks returned
Incoming wire transfers
Outgoing wire transfers
ACH items received
ACH items originated
Checks paid
Stop payments
o Any other expense The Provident Bank shall incur at the written direction
of an officer of the Funds or Advisor
FEE ADJUSTMENTS
---------------
The fees listed above are guaranteed for the period of one year from the date of
this Agreement Exhibit B. Effective at the commencement of each 12 month period
following year one (1) of this Agreement, Provident reserves the right to
increase, with a minimum of thirty (30) days written notice, all fees in this
Exhibit by a percentage amount equal to the most recent percentage amount
increase of the Consumer Price Index as published by the U. S. Bureau of Labor
Statistics. Fee adjustments for any period shall be limited to a maximum of 10%,
regardless of the percentage increase of the Consumer Price Index.
THE PROVIDENT BANK IPS ADVISORY, INC.
By ______________________________ By ____________________________________
(Name) (Name)
______________________________ ____________________________________
(Title) (Title)
Page 2 of 2
