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Exhibit 9
DATA PROCESSING SERVICES AGREEMENT
BETWEEN
GRADISON & COMPANY INCORPORATED
AND
GRADISON CUSTODIAN TRUST
This Agreement is made this 16th day of September 1987 between Gradison
& Company Incorporated (the "Data Processing Provider"), a Delaware corporation,
and Gradison Custodian Trust, an Ohio business trust, with respect to the
Gradison Government Income Fund, a series thereof, (the "Fund"), and shall be
effective immediately.
The parties agree as follows:
1. The Data Processing Provider agrees to provide the Fund with data
processing services, together with equipment appropriate to provide such
services as set forth in this Agreement.
2. The Data Processing Provider will:
(a) Maintain a data base reflecting all shareholder
transactions, including purchases, redemptions, transfers,
exchanges, dividends, dividend reinvestments and
distributions, and, to the extent that information is input by
the Fund, keep such data base current;
(b) Provide the Fund with input access to such data base,
during normal business hours and at such other times as is
required by the Fund;
(c) Calculate the amounts to be paid to shareholders who have
elected the monthly distribution option or the automatic
payment option;
(d) Calculate the Fund's net asset value and net asset value
per share, in accordance with the Fund's currently effective
Prospectus and utilizing information furnished by the Fund
respecting current portfolio transactions, expenses and market
prices;
(e) Maintain information relative to sales in states;
(f) Maintain information relative to dealer accounting;
(g) Maintain all information and produce all reports required
by the Internal Revenue Service as respects individual
retirement accounts;
(h) Maintain shareholder lists and information required for
federal and state tax purposes;
(i) Address and tabulate proxies utilized in connection with
the annual meeting of shareholders;
(j) Provide all personnel required for computer operation in
connection with the data processing services rendered in
accordance with this Agreement; and
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(k) Provide a tape in order to generate microfiche of
shareholder statements, daily transactions and daily proof
run.
The Fund will be responsible for providing the personnel required to
handle all data input functions and will provide at its own expense forms for
monthly statements, confirmations and envelopes.
3. The Data Processing Provider shall store a duplicate set of
shareholder account records and programs in data form in an off-site
fire-protected facility each day.
4. The Data Processing Provider shall perform the duties set forth in
this Agreement on each day that the Fund is open for business and otherwise as
required under the Investment Company Act of 1941, as amended, (the "1940
Act").
5. In consideration for the set vices to be performed by the Data
Processing Provider pursuant to this Agreement, Pie Data Processing Provider
shall be entitled to receive such compensation as may be agreed upon from time
to time between the Fund and the Data Processing Provider as set forth in
Schedule A hereto. The Data Processing Provider may provide additional data
processing services to the Fund that are beyond the scope of this Agreement as
agreed upon by the parties.
6. The services of the Data Processing Provider to the Fund are not to
be deemed exclusive, and the Data Processing Provider shall be free to render
similar services to other persons so long as the services to be rendered
hereunder are not impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the Data Processing
Provider to engage in any other business or to devote his time and attention in
part to any other business.
7. The Data Processing Provider assumes no responsibility or obligation
under this Agreement other than to render in good faith the services provided
for herein; provided that nothing herein shall be deemed to protect or purport
to protect the Data. Processing Provider against any liability to the Fund or it
shareholders to which the Data Processing Provider would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties hereunder, or by reason of reckless disregard of its obligations
and duties hereunder.
8. This Agreement shall continue until for one year from the date of
its effectiveness and thereafter continue in effect from year to year so long as
such continuance is specifically approved at least annually by the Trustees and
by a vote of the majority of the Trustees who are not interested persons of the
Fund or the Data Processing Provider (as defined under the 1940 Act).
9. This Agreement may not be amended or modified in any manner except
by a written agreement, executed by both parties and authorized by a vote of the
Trustees and by a vote of the majority of the Trustees who are not interested
persons of the Fund or the Data Processing Provider (as defined in the "1940
Act").
10. This Agreement may be terminated without penalty on not less than
one hundred and fifty (150) days' notice in writing by the Data Processing
Provider or upon not less than sixty (60) days' notice in writing by the Fund.
Termination by the Fund may be made by a majority of the Trustees who are not
interested persons of the Data Processing Provider or the Fund.
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11. This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party hereto
without the written consent of the other party.
12. It is understood that the Data Processing Provider is the
investment adviser of the Fund and that certain of the Trustees, and all of the
officers, of the Fund are interested persons of the investment adviser.
13. The data processing records of the Fund maintained by the Data
Processing Provider pursuant to this Agreement are the property of the Fund and
such records shall be delivered to the Fund upon request at any time in such
form as specified by the Fund.
14. Any notice required by or permitted to be given in connection with
this Agreement shall be in writing, addressed and delivered in person, or mailed
postage prepaid, to the addresses designated by the respective parties for the
receipt of such notice. Until further written notice, it is agreed that the
addresses of the Data Processing Provider and of the Fund, respectively, shall
be:
Gradison & Company Incorporated
Attention: Xxxxxx X. Xxxxxx
Xxx 000 Xxxxxxxx
Xxxxxxxxxx, Xxxx 00000
Gradison Custodian Trust
Attention: Xxxxx X. Xxxxx
The 000 Xxxxxxxx
Xxxxxxxxxx, Xxxx 00000
15. The shareholders, trustees, officers, employees and agents of the
Trust shall not personally be bound by or liable under this Agreement, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder, as more fully provided under the terms of the Declaration of
the Trust.
16. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
GRADISON & COMPANY INCORPORATED
By:/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman of the Board
GRADISON CUSTODIAN TRUST
By: /s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
President
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Schedule A to Data Processing Services
Agreement Between Gradison & Company Incorporated
and Gradison Custodian Trust
Effective upon initiation of the Agreement, the monthly fee for
services shall be $.6875 per shareholder account based upon the number of
non-zero balance shareholder accounts on the transfer agency master file at
month--end payable within ten days after the end of each month. In addition the
Fund shall pay any applicable sales or use taxes.
Gradison & Company Incorporated
Dated: 9/16/87 By:/s/Xxxxxx X. Xxxxxx
------- Name
Chairman
Title
Gradison Custodian Trust
Dated: 9/16/87 By:/s/Xxxxx X. Xxxxx
------- Name
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Title
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AMENDMENT TO DATA PROCESSING
AGREEMENT OF SEPTEMBER 16, 1987 BETWEEN
GRADISON CUSTODIAN ("GCT") AND
GRADISON & COMPANY INCORPORATED ("GRADISON")
It is hereby agreed that, as of April 1, 1990, GCT will pay fees to
Gradison for laser printing of GCT's statements at a rate equal to the
lesser of $.028 per page or Gradison's costs of providing this
service, plus applicable sales tax. Gradison's costs of providing the
service shall include reasonable amortization of the cost of equipment
utilized in providing the service.
GRADISON & COMPANY INCORPORATED
By:
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GRADISON CUSTODIAN TRUST
By:
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