SERVICES AGREEMENT
Exhibit
10 under Item 601/Reg. S-K
MUTUAL
FUND SALES AND
SERVICES
AGREEMENT
This
Agreement is entered into between the registered broker/dealer [or financial
institution] executing this Agreement (“Dealer”) and Unified Financial
Securities, Inc. (“Unified Financial”), as distributor for The Huntington Funds,
pursuant to Distributor’s Contracts between Unified Financial and each Fund.
Unless otherwise defined, Section 20 of this Agreement sets forth the
definitions for capitalized terms used in this Agreement.
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1.
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Agreement For Sales of
Fund Shares
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(a) Unified
Financial, as agent for the Funds, hereby offers to sell Shares of the Funds
listed on Schedule 1 to this Agreement to Dealer, for the account of Dealer’s
customers, upon the following terms and conditions:
(i) Unless
otherwise agreed in writing by the parties, Dealer agrees to comply with
reasonable instructions provided by Unified Financial or a Fund from time to
time (“Instructions”) with respect to establishing accounts and processing
purchase orders.
(ii) Unified
Financial and each Fund reserves the right to reject, in its sole discretion,
any purchase order for a Fund’s Shares. Unless otherwise instructed by Dealer,
Unified Financial agrees to confirm or cause the Funds’ designated agent to
confirm to Dealer in writing (or by electronic or other reasonable means) a
Fund’s acceptance of any purchase order.
(iii) Share
purchase orders shall be executed at the public offering price per share next
calculated after the order is received subject to any sales charges, fees, or
other conditions disclosed in the applicable Prospectus.
(b) Dealer
shall settle purchase order transactions in accordance with the applicable
Prospectus.
(c) With
respect to those Shares subject to an initial sales load, Dealer shall be
responsible for the determination of the applicable initial sales load. Dealer
shall provide Unified Financial or the Funds’ designated agent with information
regarding applicable breakpoints, reductions, waiver or variations of the
initial sales load to each transaction and shall inform Unified Financial or the
Funds’ designated agent whether settlement of a transaction will be net of the
initial sales load.
(d) Upon
request, Dealer shall provide Unified Financial or the Funds’ designated agent
with a report detailing the amount of any initial sales loads retained by
Dealer.
(e) If a
purchase order is not settled in accordance with this Section, Unified Financial
or the Funds may without notice, cancel the sale and Dealer shall be responsible
for any resulting loss Unified Financial or the Funds sustain. Neither the Funds
nor Unified Financial shall have any responsibility (but otherwise reserves the
right) to correct Dealer’s assessment of an incorrect initial sales
load.
(f) Dealer
will deliver or cause to be delivered to each customer, at or prior to the time
of any purchase of Shares, a copy of the Prospectus of such Shares.
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2.
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Sales
Compensation
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If
Unified Financial and a Fund accept a purchase order and Dealer settles the
order by making payment for the Shares, Dealer will be entitled to receive the
following:
(a) Initial Sales Loads. With
respect to Shares subject to an initial sales load, such Fund will allow
directly to Dealer the applicable percentage of the initial sales load from the
amount paid by Dealer's customer. The initial sales loads for any Shares and the
applicable percentages of the initial sales loads payable to Dealer for such
Shares shall be set forth in the Prospectus and/or in Schedule 1 to this
Agreement.
(b) Advance Commissions. With
respect to Shares subject to a contingent deferred sales charge (“CDSC”),
Unified Financial will cause to be paid to Dealer the applicable percentage of
any advance commission as set forth in the Prospectus and/or in Schedule 1 to
this Agreement. In order to receive advance commissions on Shares
subject to a CDSC, Dealer must:
(i) open
investor accounts with the Fund on a fully-disclosed basis; or
(ii) agree
in writing to collect and remit the applicable CDSC in a manner acceptable to
Unified Financial and the Funds.
If at any
time during the applicable CDSC holding period (as described in the Prospectus
for such Shares), Dealer no longer satisfies the requirements set forth above
(whether by transfer of record ownership or otherwise), Dealer agrees to pay to
Unified Financial or its designated agent the amount of CDSC that would have
been payable upon the redemption of such Shares.
(c) Asset Based Sales Charges.
With respect to those Shares listed in Schedule 1 as providing for
distribution (Rule 12b-1) fees, Unified Financial, as agent for the Fund issuing
such Shares, will cause to be paid distribution fees out of Fund assets to
Dealer equal to the percentage of average net assets set forth in Schedule 1 to
this Agreement.
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3.
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Exchange and
Redemption Orders
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(a) Unless
otherwise agreed by the parties, Dealer agrees to comply with Instructions with
respect to processing exchange and redemption orders.
(b) Exchange
and redemption orders shall be executed at the net asset value next calculated
after the order is received, subject to any sales load, CDSC, redemption fee or
other conditions disclosed in the applicable Prospectus.
(c) Dealer
agrees to collect all applicable redemption fees as described in the Prospectus
on all accounts opened with the Funds on an omnibus basis, and promptly remit
such fees to Unified Financial or the Funds’ designated agent. Unified Financial
or the Funds’ designated agent shall collect all applicable charges and fees on
accounts opened with the Funds on a fully-disclosed basis, unless otherwise
notified in writing by Dealer that Dealer will assume such
obligation.
(d) Unified
Financial and each Fund reserves the right to reject any exchange order for
Shares if permitted by the Prospectus. Unified Financial agrees to confirm or
cause the Fund’s designated agent to confirm to Dealer in writing (or by
electronic or other reasonable means) the Fund’s acceptance of any exchange
order.
(e) At the
reasonable request by Unified Financial, Dealer agrees to take such actions as
may be appropriate to give effect to (i) any conversion of Shares as required by
the Prospectus; (ii) any election by a Fund to redeem Shares as permitted by the
Prospectus; or (iii) to collect and remit to the Funds any sales loads, CDSC or
redemption fee incorrectly paid to Dealer or its customer.
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4.
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Other
Duties
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(a) Compliance with Laws. In
performing their respective obligations under this Agreement, Dealer and Unified
Financial shall each comply with all applicable provisions of the 1940 Act, the
1933 Act, the 1934 Act, the NASD Conduct Rules, all other applicable rules of
FINRA, and all other federal and state laws, rules and regulations governing the
sale and ownership of Shares.
(b) Delivery of Disclosure
Documents. Upon request by a customer or Shareholder, Dealer will send a
copy of the current Prospectus for any Shares (including the SAI if expressly
requested) and periodic reports for any Fund (“Disclosure Documents”) to the
customer or Shareholder within three business days of such request.
(c) Taxpayer Identification Numbers.
Dealer agrees to provide all necessary information to comply properly
with all federal, state and local reporting and backup withholding requirements
for its customer account including, without limitation, those requirements that
apply by treating Shares as readily tradable instruments. Dealer represents and
agrees that all Taxpayer Identification Numbers (“TINS”) provided are certified,
and that no account which requires a certified TIN will be established without
such certified TIN.
(d) Suspension of Sales Efforts.
Upon notice of any Fund’s election to suspend sales of its Shares, Dealer agrees
to suspend all sales efforts regarding such Shares until otherwise notified by
Unified Financial.
(e) Personal Services and Account
Maintenance. Dealer agrees to respond to the reasonable inquiries and
requests of any customer that is a Shareholder relating to their investment in a
Fund, and to take such actions as such customer may reasonably request to
maintain the customer’s account with a Fund.
(f) Statements and
Confirmations. Dealer
shall provide all legally required account statements and confirmations to
underlying beneficial owners on all accounts opened with the Fund on
an omnibus basis. Except as otherwise provided in this subsection, Unified
Financial shall provide or cause the Funds’ designated agent to provide all
legally required account statements and confirmations on all accounts opened
with the Funds on a fully-disclosed basis. Unified Financial
agrees to comply with
written instructions (including e-mails) provided by Dealer to suppress account
statements and confirmations on fully-disclosed accounts, provided any such
instruction shall be deemed an undertaking by Dealer to provide any legally
required account statements and confirmations on the
account.
(g) Anti-Money Laundering and Customer
Identification. The parties acknowledge that the SEC and the United
States Treasury Department have adopted a series of rules and regulations
arising out of the USA PATRIOT Act (together with such rules and regulations,
the “AML-CIP Regulations”), specifically requiring certain financial
institutions, including Unified Financial and Dealer, to establish a written
anti-money laundering and customer identification program (an
“AML-CIP Program”);
(i) Unified
Financial and Dealer each represent, warrant and certify that they have
established, and covenant that at all times during the existence of this
Agreement they will maintain, an AML-CIP Program in compliance with the AML-CIP
Regulations.
(ii) Dealer
covenants that it will perform all activities, including the establishment and
verification of customer identities as required by the AML-CIP Regulations
and/or its Program, with respect to all customers on whose behalf Dealer
maintains a direct account with the Funds.
(iii) Unified
Financial and Dealer agree that (A) accounts in the Funds held in the name of,
or beneficially owned by, Dealer’s customers shall be accounts of the Dealer for
all purposes under Dealer’s Program and that (B) Dealer’s customers will be
customers of Dealer for all purposes under Dealer’s AML-CIP
Program.
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5.
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Service
Fees
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With
respect to those Shares listed in Schedule 1 as providing for service fees,
Unified Financial, as agent for the Fund issuing such Shares, will cause to be
paid a service fee out of Fund assets to Dealer equal to the percentage of
average net assets set forth in the Prospectus and/or in Schedule 1 to this
Agreement.
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6.
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Payment of Sales
Compensation and Service
Fees
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(a) Unified
Financial, as agent for the Funds, and the Funds shall pay, or cause to be paid
out of Fund assets any amounts owed under this Agreement in accordance with
their regular payment schedules and in no event less frequently than quarterly.
For the payment period in which this Agreement becomes effective or terminates,
there will be an appropriate proration of all payments, on the basis of the
number of days that this Agreement is in effect during the quarter.
(b) In
connection with such payments, Unified Financial and the Funds (or their
designated agent) may provide a statement setting forth the calculation of
amounts paid to Dealer. Absent manifest error, any such calculations will be
final unless either party objects thereto within sixty (60) days of the date of
the statement.
(c) Nothing
in this Agreement shall obligate any Fund to pay compensation to Dealer in
excess of the limits established by FINRA or in violation of a Fund’s
distribution plan established in accordance with Rule 12b-1 under the 1940 Act.
Unified Financial shall provide or cause to be provided quarterly reports to
each Fund’s Board detailing the amounts expended pursuant to the Rule 12b-1
Plans and the purposes for which such expenditures were made. Dealer agrees to
provide Unified Financial or its designated agent with such other information as
shall reasonably be requested by the Board with respect to the Asset Based Sales
Charges paid to Dealer. Dealer hereby waives its right to receive Asset Based
Sales Charges to the extent not paid by the Fund.
(d) If Shares
sold under this Agreement are tendered for redemption within seven (7) business
days after confirmation of the original purchase order by Unified Financial or a
designated Fund agent, Dealer will, with respect to such Shares, (i) promptly
refund the full amount of any compensation retained or paid under this
Agreement; and (ii) forfeit the right to receive any compensation not yet
paid.
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7.
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Representations
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(a)
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Each
party represents and warrants to the other party
that:
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(i) Powers. It has the power to
execute this Agreement and any other documentation relating to this Agreement to
which it is a party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this Agreement to deliver and
to perform its obligations under this Agreement and has taken all necessary
action to authorize such execution, delivery and performance.
(ii) No Violation or Conflict. Such
execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any
contractual restriction binding on or affecting it.
(iii) Obligations Binding. Its
obligations under this Agreement constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject, as to enforceability, to
equitable principles of general application regardless of whether enforcement is
sought in a proceeding in equity or law).
(iv) Compliance with Laws. It will
comply with all applicable provisions of the 1940 Act, the 1933 Act, the 1934
Act, the NASD Conduct Rules and all other federal and state laws, rules and
regulations governing the sale and ownership of Shares and will comply with all
applicable laws and orders to which it may be subject if failure to do so would
materially impair its ability to perform its obligations under this
Agreement.
(v) Status. It is: (A) registered
with the SEC as a broker/dealer in compliance with the 1934 Act, (B) a member in
good standing of FINRA, and (C) registered and licensed as a broker/dealer in
each state in which such registration or license is necessary to conduct its
business. [or otherwise a bank exempt from such requirements.]
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(b)
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Dealer
further represents and warrants to Unified Financial
that:
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(i) Representatives. Any
representative of Dealer that offers or sells Shares is duly registered and
licensed with FINRA and with the appropriate securities authorities in all
states in which the representative’s activities make such registration and
licensing necessary [or otherwise an employee of a bank exempt from such
requirements.]
(ii) Authorization for
Transactions. Each transaction with a Fund initiated by Dealer under this
Agreement has been authorized by Dealer’s customer prior to initiation and is
solely for the account of such customer.
(iii) Internal
Controls. Dealer will forward for processing on each day
only those purchase and redemption orders received by Dealer prior to the daily
net asset value per share calculation times disclosed in each Fund’s Prospectus
for purchasing at that share price. Dealer has, and will maintain at all times
during the term of this Agreement, appropriate internal controls for the
segregation of purchase and redemption orders received prior to the daily net
asset value per share calculation times disclosed in each Fund’s Prospectus,
from purchase and redemption orders received after the daily net asset value per
share calculation times disclosed in each Fund’s prospectus as and to the extent
required by the 1940 Act.
(c) The
parties shall each be deemed to repeat all the foregoing representations and
warranties made by it at the time of any transaction subject to this
Agreement.
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8.
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Disclosure Documents
and Sales Literature
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(a) Unified
Financial will furnish or cause designated Fund agent to furnish to Dealer such
number of copies of the Disclosure Documents of a Fund as required to fulfill
Dealer’s obligations herein. In addition, Unified Financial or the Funds’
designated agent will furnish such number of copies of available promotional
materials and sales literature as Dealer may reasonably request. Dealer will
follow Unified Financial’s written instructions regarding the use of any such
sales literature. Dealer will not prepare any written communications (other than
individual correspondence with a customer or as required by law) that refer to
the Funds or Unified Financial in any manner, unless Dealer has obtained Unified
Financial’s prior written approval.
(b) In
recommending and selling Shares, Dealer shall rely solely on the representations
contained in the Disclosure Documents and authorized promotional materials and
sales literature, and neither Dealer nor any of its representatives will make
any representations concerning Shares except as contained therein.
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9.
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Use of Electronic
Means to Perform Certain Duties and Receive
Documents
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(a) The
Parties may agree from time to time to set appropriate security procedures and
to perform electronically certain of their obligations under this Agreement,
including without limitation the posting of updates to Schedule 1, the delivery
of Disclosure Documents, opening accounts, transmitting purchase, exchange, and
redemption orders, and delivering and maintaining shareholder
communications.
(b) Where
Dealer (i) has obtained the informed consent of the underlying beneficial owner
of an account in the Funds, and (ii) is the record owner of such account in the
Funds, Dealer hereby consents to the electronic delivery, via the Fund’s website
(“Website”), of all Disclosure Documents. Dealer acknowledges that
the Funds or their designated agents utilize portable document format (“PDF”)
files for Disclosure Documents on the Website, and that Dealer might incur costs
in connection with the delivery of Disclosure Documents (e.g. on-line
time). If Dealer does not already have access to the Adobe Acrobat
Reader software necessary to view PDF files of Disclosure Documents on the
Website, Dealer acknowledges that such software can be obtained for free through
the Help tab on the Website. Dealer further acknowledges that notice of updates
to the Disclosure Documents may be provided by the Funds or their designated
agent, as appropriate, in such manner and format that is mutually agreeable to
the parties.
(c) Dealer
acknowledges and agrees that the Funds (i) offer the Website solely as a
convenience on an “as is” and “as available” basis; (ii) may discontinue the
Website’s availability at any time; and (iii) disclaims all express and implied
warranties regarding the Website, including without limitation any warranty of
merchantability, fitness for a particular purpose, or arising from course of
dealing or performance. Dealer further acknowledges and agrees that in no event
shall Unified Financial, any Fund, or any of their affiliates or employees be
liable (in contract, tort, or otherwise) to Dealer, its registered
representatives, or third parties for (i) Dealer’s use or non-use of the Website
and any data or information in connection therewith; (ii) any delay,
malfunction, or lack of security associated with, or caused by, the Website; or
(iii) acts or omissions of third parties, including without limitation any
entity which has licensed software or systems to the Funds or any of their
affiliates in connection with the Website. Except as strictly
necessary pursuant to this Agreement, Dealer shall not make or permit any
disclosure or use of the Website or any related documentation or information
without Unified Financial’s or the Fund’s prior written
consent. Dealer agrees to provide such security necessary to prevent
any unauthorized use of the Website. The provisions of this paragraph
shall survive the termination of this Agreement.
(d) As a
condition to using the Website, Dealer shall complete and regularly update, or
cause the same, all such applications, authorizations, and other documents that
may be required from time to time by Unified Financial or the Funds and any
entity that has licensed software or systems to the Funds in connection with the
Website. In addition, Dealer shall immediately notify the Funds if
any password issued to Dealer in connection herewith is or may be
jeopardized.
(e) Dealer
agrees to provide such security as is necessary to prevent any unauthorized use
of the Funds' recordkeeping system, accessed via any computer hardware or
software provided to Dealer by the Fund or its designated agent. Dealer
represents and warrants that it has examined and tested the internal systems
that it has developed to support the services outlined in this Agreement and, as
of the date of this Agreement, has no knowledge of any situation or circumstance
that will inhibit the system’s ability to perform the expected functions or
inhibit Dealer’s ability to provide the expected services.
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10.
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Indemnification
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(a) In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Unified Financial or
the Funds, and their respective officers, directors, or employees (each a
“Distributor Indemnified Party”), Dealer agrees to indemnify each Distributor
Indemnified Party against any and all claims, demands, liabilities and
reasonable expenses (including attorneys’ fees) which any Distributor
Indemnified Party may incur arising from, related to or otherwise connected
with: (i) any breach by Dealer of any provision of this Agreement; or (ii) any
actions or omissions of any Distributor Indemnified Party in reliance upon any
oral, written or electronically transmitted instructions believed to be genuine
and have been given to any of them by Dealer or its representatives. In no event
shall Dealer be liable for special, indirect or consequential damages, or lost
profits or loss of business, arising under or in connection with any event
described in (i) and (ii) above.
(b) In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Dealer and its
officers, directors, representatives or employees (each a “Dealer Indemnified
Party”), Unified Financial agrees to indemnify each Dealer Indemnified Party
against any and all claims, demands, liabilities and reasonable expenses
(including attorneys’ fees) which any Dealer Indemnified Party may incur arising
from, related to or otherwise connected with: (i) any breach by Unified
Financial of any provision of this Agreement; or (ii), to the extent that
Unified Financial is entitled to indemnification from any Fund, any alleged
untrue statement of a material fact contained in any Fund's Prospectus, or as a
result of or based upon any alleged omission to state a material fact required
to be stated therein or necessary to make the statements contained therein not
misleading. In no event shall Unified Financial be liable for special, indirect
or consequential damages, or lost profits or loss of business, arising under or
in connection with any event described in (i) and (ii) above.
(c) The
parties’ agreement in this Paragraph to indemnify each other is conditioned upon
the party entitled to indemnification (“Claimant”) giving notice to the party
required to provide indemnification (“Indemnifier”) promptly after the summons
or other first legal process for any claim as to which indemnity may be sought
is served on the Claimant. The Claimant shall permit the Indemnifier
to assume the defense of any such claim or any litigation resulting from it,
provided that Indemnifier’s counsel that is conducting the defense of such claim
or litigation shall be approved by the Claimant (which approval shall not be
unreasonably withheld), and that the Claimant may participate in such defense at
its expense. The failure of the Claimant to give notice as provided in this
subparagraph (c) shall not relieve the Indemnifier from any liability other than
its indemnity obligation under this Paragraph. No Indemnifier, in the
defense of any such claim or litigation, shall, without the consent of the
Claimant, consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term the giving by the alleging party or
plaintiff to the Claimant of a release from all liability in respect to such
claim or litigation.
(d) The
provisions of this Section 10 shall survive the termination of this
Agreement.
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11.
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Privacy
Policy
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(a)
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The
parties acknowledge that:
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(i) the
SEC has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of
individuals who obtain a financial product or service for personal, family or
household use;
(ii) Regulation
S-P permits financial dealers, such as Dealer and Unified Financial, to disclose
“nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as
those terms are therein defined in Regulation S-P) to affiliated and
nonaffiliated third parties, without giving such customers and consumers the
ability to opt out of such disclosure, for the limited purposes of processing
and servicing transactions (17 CFR § 248.14); for specified law enforcement and
miscellaneous purposes (17 CFR § 248.15); and to service providers or in
connection with joint marketing arrangements (17 CFR § 248.13);
(iii) Regulation
S-P provides that the right of a customer and consumer to opt out of having his
or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not
apply when the NPI is disclosed to service providers or in connection with joint
marketing arrangements, provided the Dealer and third party enter into a
contractual agreement that prohibits the third party from disclosing or using
the information other than to carry out the purposes for which the Dealer
disclosed the information (17 CFR § 248.13);
(iv) NPI
of Dealer’s consumers and customers that have no independent customer
relationship with Unified Financial may be disclosed to Unified Financial during
the term of the Agreement (“Dealer Customer NPI”);
(v) certain
consumers and customers of Dealer may also be consumers and customers of Unified
Financial as fully-disclosed shareholders of the Funds (“Joint
Customer”);
(vi) NPI
of Joint Customers may be disclosed and exchanged during the term of this
Agreement (“Joint Customer NPI”); and
(vii) NPI
of consumers and customers may not be disclosed in connection with joint
marketing arrangements unless the consumer or customer provides
permission.
(b) Each
party hereby covenants that any Joint Customer NPI which a party receives from
the other party will be subject to the following limitations and
restrictions:
(i) Each
party may redisclose Joint Customer NPI to its own affiliates, who will be
limited by the same disclosure and use restrictions that are imposed on the
parties under this Agreement; and
(ii) Each
party may redisclose and use Joint Customer NPI only as necessary in the
ordinary course of business to provide the services identified in this Agreement
except as permitted under Regulation S-P and as required by any applicable
federal or state law.
(c) Unified
Financial covenants that:
(i) Unified
Financial may redisclose Dealer Customer NPI to its own affiliates, who will be
limited by the same disclosure and use restrictions that are imposed on Unified
Financial under this Agreement; and
(ii) Unified
Financial may redisclose and use Dealer Customer NPI only as necessary in the
ordinary course of business to provide the services identified in this Agreement
and to third-party service providers as permitted under Regulation
S-P.
(d) Each
party represents and warrants that, in accordance with 17 CFR § 248.30, it has
implemented, and will continue to carry out for the term of the Agreement,
policies and procedures reasonably designed to:
(i) Insure
the security and confidentiality of records and customers’ NPI;
(ii) Protect
against any anticipated threats or hazards to the security or integrity of
customer records and NPI; and
(iii) Protect
against unauthorized access or use of such customer records or NPI that could
result in substantial harm or inconvenience to any customer.
(e) The
provisions of this Section shall survive the termination of the
Agreement.
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12.
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Notices
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(a) Except as
otherwise specifically provided in this Agreement, all notices required or
permitted to be given under this Agreement shall be in writing and delivered by
personal delivery or by postage prepaid, registered or certified United States
first class mail, return receipt requested, overnight courier services, or by
fax or e-mail (with a confirming copy by mail).
(b) Unless
otherwise notified in writing, all notices to Unified Financial shall be given
or sent to:
Unified
Financial Securities, Inc.
0000
Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx,
XX 00000
Attention: Broker
Dealer Services
Phone: (000)
000-0000
Fax: (000)
000-0000
E-mail: xxxxxxxxxxxx@xxxxxxxxxxxx.xxx
(c) Unless
otherwise notified in writing, all notices to Dealer shall be given or sent to
it at its address shown on the signature page to this Agreement.
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13.
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No Third-Party
Rights
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Except
with respect to Section 10 “Indemnification,” this Agreement and all of its
provisions and conditions are for the sole and exclusive benefit of the parties
to this Agreement (including the Funds). Nothing expressed or referred to in
this Agreement will be construed to give anyone other than the parties to this
Agreement any legal or equitable right, remedy or claim under or with respect to
this Agreement or any provision of this Agreement. In no event shall Unified
Financial or any Fund be obligated to make any payment under this Agreement to
any person other than Dealer.
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14.
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Non-Exclusivity
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Unified
Financial acknowledges and agrees that Dealer may enter into agreements similar
to this Agreement with other mutual funds and distributors. Dealer acknowledges
and agrees that Unified Financial and the Funds may enter into agreements
similar to this Agreement with other broker/dealers for sales and services of
Fund Shares.
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15.
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Force
Majeure
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If either
Party is unable to carry out any of its obligations under this Agreement because
of conditions beyond its reasonable control, including, but not limited to, acts
of war or terrorism, work stoppages, fire, civil disobedience, delays associated
with hardware malfunction or availability, riots, rebellions, storms, electrical
failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement
will remain in effect and the non-performing party’s obligations shall be
suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days),
provided that:
(i) the
non-performing party gives the other party prompt notice describing the Force
Majeure, including the nature of the occurrence and its expected duration and,
where reasonably practicable, continues to furnish regular reports with respect
thereto during the period of Force Majeure;
(ii) the
suspension of obligations is of no greater scope and of no longer duration than
is required by the Force Majeure;
(iii) no
obligations of either party that accrued before the Force Majeure are excused as
a result of the Force Majeure; and
(iv) the
non-performing Party uses all reasonable efforts to remedy its inability to
perform as quickly as possible.
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16.
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Amendment
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(a) Except as
provided below, this Agreement may be amended only by a writing signed by both
parties.
(b) Any
revisions to the compensation paid by Unified Financial or its designated agent
to Dealer must be set forth in a written addendum expressly referring to this
Agreement.
(c) Unified
Financial may amend Schedule 1 from time to time by either mailing an amended
Schedule 1 to Dealer in accordance with the notice provision set forth herein or
posting an amended Schedule 1 to the website. Any such amendment
shall be effective as of the date indicated on the amended Schedule
1.
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17.
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Term
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(a) This
Agreement will become effective in this form as of the date executed by Unified
Financial. This Agreement shall continue in effect for a period of more than one
year from its effective date so long as such continuance of the form of this
Agreement is specifically approved by the Funds’ Board at least annually in a
manner prescribed in Rule 12b-1 under the 1940 Act. If the Agreement is not so
approved, Unified Financial shall terminate the Agreement in accordance with
(b)(i) below.
(b) This
Agreement may be terminated as follows:
(i) at
any time, without the payment of any penalty, by Dealer or by Unified Financial
(on its own behalf or on behalf of any Fund) upon written notice to the other
party.
(ii)
immediately upon (A) the assignment (as defined in the 0000 Xxx) of the
Agreement by either party; (B) Dealer’s suspension or expulsion from FINRA; or
(C) Dealer’s withdrawal or deregistration as a broker/dealer under the 1934
Act.
(c) The
termination of this Agreement with respect to any one class of Shares or Fund
will not cause the Agreement's termination with respect to any other class of
Shares or Fund.
(d) Dealer
agrees to notify Unified Financial immediately of any of the events described in
Paragraph (b)(ii) of this Section. Dealer shall be obligated to return any
payments made to it by Unified Financial or its designated agent for the period
following any such event.
|
18.
|
Shareholder
Information
|
(a) Agreement to Provide
Information. Dealer agrees to provide the Fund, upon written
request, the taxpayer identification number (“TIN”), the
Individual/International Taxpayer Identification Number (“ITIN”), or other
government-issued identifier (“GII”), if known, of any or all Shareholder(s) of
the account and the amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by the Dealer during the period covered by the request.
(b) Period Covered by
Request. Requests must set forth a specific period, not to
exceed 90 days from the date of the request, for which transaction information
is sought. The Fund may request transaction information older that 90
days from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares issued by the
Fund.
(c) Form and Timing of
Response. Dealer agrees to provide, promptly upon request of
the Fund or its designee, the requested information specified in paragraph
(a). If requested by the Fund or its designee, Dealer agrees to use
best efforts to determine promptly whether any specific person about whom it has
received the identification and transaction information specified in paragraph
(a) is itself a financial intermediary (“indirect intermediary”) and, upon
further request of the Fund or its designee, promptly either (i) provide (or
arrange to have provided) the information set forth in paragraph (a) for those
shareholders who hold an account with an indirect intermediary or (ii) restrict
or prohibit the indirect intermediary from purchasing, in nominee name on behalf
of other persons, securities issued by the Fund. Dealer additionally
agrees to inform the Fund whether it plans to perform (i) or
(ii). Responses required by this paragraph must be communicated in
writing and in format mutually agreed upon by the parties. To the
extent practicable, the format for any transaction information provided to the
Fund should be consistent with the NSCC Standardized Data Reporting
Format.
(d) Limitations on Use of
Information. The Fund agrees not to use the information
received for marketing or any other similar purpose without the prior written
consent of the Dealer.
(e) Agreement to Restrict
Trading. Dealer agrees to execute written instructions from
the Fund to restrict or prohibit further purchases or exchanges of Shares by a
Shareholder who has been identified by the Fund as having engaged in
transactions of the Fund’s Shares (directly or indirectly through the Dealer’s
account) that violate policies established or utilized by the Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Fund.
(f) Form of
Instructions. Instructions to restrict or prohibit trading
must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to
be executed. If the TIN, ITIN, or GII is not known, the instructions
must include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
(g) Timing of
Response. Dealer agrees to execute instructions from the Fund
to restrict or prohibit trading as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by the
Dealer.
(h) Confirmation by
Dealer. Dealer must provide written confirmation to the Fund
that instructions from the Fund to restrict or prohibit trading have been
executed. Dealer agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the instructions have
been executed.
19. Miscellaneous
(a) This
Agreement supersedes any prior agreements between the parties with respect to
its subject matter and constitutes (along with its Schedules and any
Instructions) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.
(b) Neither
this Agreement, nor any terms and conditions contained herein shall be construed
as creating or constituting a partnership, joint venture, or agency or
permitting Dealer or its representatives to act as agent on behalf of Unified
Financial or the Funds.
(c) This
Agreement may be executed by different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument.
(d) If any
provision of this Agreement is held invalid or unenforceable, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.
(e) This
Agreement will be governed by the laws of the Commonwealth of Pennsylvania,
without regard to conflicts of laws principles thereof.
20.Definition of
terms
(a) “1933 Act” means the Securities
Act of 1933, “1934 Act” means the Securities
Exchange Act of 1934, and “1940
Act” means the Investment Company Act of 1940, in each case as amended
and in effect at the relevant time.
(b) “Fund” means those investment
companies registered under the 1940 Act and, in the case of a “series company”
as defined in Rule 18f-2(a) under the 1940 Act, each individual portfolio of the
series company as listed on Schedule 1. “Funds” means the Funds
described above, collectively.
(c) “FINRA” means the Financial
Industry Regulatory Authority, or any successor self-regulatory organization
under the 1934 Act.
(d) “NASD Conduct Rules” shall
mean the rules referred to in the FINRA rule book as the “NASD Rules” (or any
successor rules thereto).
(e) “Prospectus” means, with
respect to any Shares the most recent Prospectus and Statement of Additional
Information (“SAI”) and any supplement thereto, pursuant to which a Fund
publicly offers the Shares; provided, however, that this definition shall not be
construed to require Unified Financial, Dealer or any Fund to deliver any SAI
other than at the express request of Dealer’s customer.
|
(f)
|
“SEC” means the
Securities and Exchange Commission.
|
(g) “Shares” means (1) shares of
beneficial interest in a Fund organized as a business trust; and (2) shares of
capital stock in a Fund organized as a corporation. With respect to a Fund that
has established separate classes of Shares in accordance with Rule 18f-3 under
the 1940 Act, Shares refers to the relevant class. “Shareholder” means the
beneficial owner of any Share.
IN WITNESS WHEREOF, this
Agreement has been executed as of the date set forth below by a duly authorized
officer of each party.
UNIFIED
FINANCIAL SECURITIES, INC.
By:
Name:
Title:
Date:
DEALER
(please
print or type)
By:
Name:
Title:
Date:
Attn.:
Address:
City State Zip
Code
NASD
Central Registration Depository (CRD) #
Phone
#:
Fax
#:
Email:
schedule
1 to Mutual fund sales
and
services agreement
The
following lists the Funds and Shares subject to the Mutual Fund Sales and
Services Agreement ( the “Agreement”) and the compensation payable to the Dealer
pursuant to the Agreement. For purposes of this Schedule, any
Reallowance shall be paid as a percentage of the Fund's applicable Initial Sales
Load and shall be paid subject to the terms of the Agreement; any “Advance
Commissions” shall be paid subject to the terms of the Agreement; and Advance
Commissions shall be paid as a percentage of the public offering price of the
Fund Shares next determined after the purchase order is accepted. All
fees stated herein are valid as of the date stated
below. Additionally, it should be noted that these are the maximum
fees payable. Fees are subject to change pursuant to the Agreement
and in the sole discretion of Unified Financial or the Funds.
CLASS A
SHARES
|
Fund/Class
|
Maximum
Initial Sales Load
|
Advance
Commission
|
Rule
12b-1 Fee**
|
Shareholder
Services Fee**
|
|
Huntington
Dividend Capture Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Fixed Income Securities Fund
|
||||
|
Class
A Shares
|
4.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Tax-Free Money
Market
Fund
|
||||
|
Class
A Shares
|
None
|
None
|
0.25%
|
0.25%
|
|
Huntington
Growth Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Income Equity Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Intermediate Government Income Fund
|
||||
|
Class
A Shares
|
4.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
International Equity Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Macro 100 Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Mid Corp America Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Money Market Fund
|
||||
|
Class
A Shares
|
None
|
None
|
0.25%
|
0.25%
|
|
Huntington
Mortgage Securities Fund
|
||||
|
Class
A Shares
|
4.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
New Economy Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Ohio Municipal Money
Market
Fund
|
||||
|
Class
A Shares
|
None
|
None
|
0.25%
|
0.25%
|
|
Huntington
Ohio Tax-Free Fund
|
||||
|
Class
A Shares
|
4.75%
|
1%*
|
0.25%
|
0.25%
|
CLASS A SHARES
CONTINUED
|
Fund/Class
|
Maximum
Initial Sales Load
|
Advance
Commission
|
Rule
12b-1 Fee
|
Shareholder
Services Fee
|
|
Huntington
Real Strategies Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Rotating Markets Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Short/Intermediate Fixed Income Securities Fund
|
||||
|
Class
A Shares
|
1.50%
|
None
|
0.25%
|
0.25%
|
|
Huntington
Situs Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
Technical Opportunities Fund
|
||||
|
Class
A Shares
|
5.75%
|
1%*
|
0.25%
|
0.25%
|
|
Huntington
U.S. Treasury Money Market Fund
|
||||
|
Class
A Shares
|
None
|
None
|
0.25%
|
0.25%
|
For Class
A Shares of Funds with a maximum initial sales load of 5.75% (all Equity Funds),
the following reallowance schedule will apply:
|
PURCHASE AMOUNT BREAKPOINTS
|
REALLOWANCE
|
|
Less
than $50,000
|
5.18%
|
|
$50,000
but less than $100,000
|
4.28%
|
|
$100,000
but less than $250,000
|
3.60%
|
|
$250,000
but less than $500,000
|
3.15%
|
|
$500,000
but less than $750,000
|
2.66%
|
|
$750,000
but less than $999,999
|
1.98%
|
|
$1
million or greater
|
0*
|
For Class
A Shares of Funds with a maximum initial sales load of 4.75% (all Income Funds,
except Short/Intermediate Fixed Income Securities Fund), the following
reallowance schedule will apply:
|
PURCHASE AMOUNT BREAKPOINTS
|
REALLOWANCE
|
|
Less
than $50,000
|
4.28%
|
|
$50,000
but less than $100,000
|
3.38%
|
|
$100,000
but less than $250,000
|
2.70%
|
|
$250,000
but less than $500,000
|
2.25%
|
|
$500,000
but less than $750,000
|
1.80%
|
|
$750,000
but less than $999,999
|
1.58%
|
|
$1
million or greater
|
0*
|
For Class
A Shares of the Short Intermediate Fixed Income Securities Fund, which has a
maximum initial sales load of 1.50%, the following reallowance schedule will
apply:
|
PURCHASE AMOUNT BREAKPOINTS
|
REALLOWANCE
|
|
Less
than $100,000
|
1.35%
|
|
$100,000
or greater
|
0
|
______________________________
*An
advance commission of 1% will be paid on purchases of $1 million or
more of Class A Shares of any of the Income Funds or Equity Funds (other than
Short/Intermediate Fixed Income Securities Fund), provided the shareholder did
not pay an initial sales load on such purchases. Redemption of such
Shares within eighteen months of purchase are subject to a 1%
CDSC. No supplemental payments will be paid except upon notice by
Unified Financial.
**Unified
Financial shall cause to be paid to Dealer a Rule 12b-1 fee with respect to
Class A Shares, computed at the annual rate of 0.25%, in accounts for which such
Dealer provides distribution-related
services described herein. Unified Financial shall cause to be
paid to Dealer a shareholder services fee with respect to Class A Shares,
computed at the annual rate of 0.25%, in accounts for which such Dealer provides
shareholder services. Rule 12b-1 and shareholder services fees shall
be accrued daily and paid no less frequently than quarterly.
CLASS B
SHARES
|
Fund/Class
|
Maximum
Initial Sales Load
|
Advance
Commission
|
Rule
12b-1 Fee
|
Shareholder
Services Fee
|
|
Huntington
Dividend Capture Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Fixed Income Securities Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Tax-Free Money
Market
Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Growth Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Income Equity Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Intermediate Government Income Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
International Equity Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Macro 100 Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Mid Corp America Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Money Market Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Mortgage Securities Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
New Economy Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Ohio Municipal Money
Market
Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Ohio Tax-Free Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Real Strategies Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Rotating Markets Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Short/Intermediate Fixed Income Securities Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Situs Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
Technical Opportunities Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
|
Huntington
U.S. Treasury Money
Market
Fund
|
||||
|
Class
B Shares
|
None
|
5%
|
None
|
None
|
INSTITUTIONAL
SHARES
|
Fund/Class
|
Maximum
Initial Sales Load
|
Advance
Commission
|
Rule
12b-1 Fee
|
Shareholder
Services Fee
|
|
Huntington
Dividend Capture Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Fixed Income Securities Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Tax-Free Money
Market
Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Growth Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Income Equity Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Intermediate Government Income Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
International Equity Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Xxxxxxxxxx
Xxxxx 000 Xxxx
|
||||
|
Xxxxxxxxxxxxx
Xxxxxx
|
Xxxx
|
Xxxx
|
Xxxx
|
0.25%
|
|
Huntington
Mid Corp America Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Money Market Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Mortgage Securities Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
New Economy Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Ohio Municipal Money
Market
Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Ohio Tax-Free Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Real Strategies Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Rotating Markets Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Short/Intermediate Fixed Income Securities Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Situs Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
Technical Opportunities Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
|
Huntington
U.S. Treasury Money
Market
Fund
|
||||
|
Institutional
Shares
|
None
|
None
|
None
|
0.25%
|
____________________________
Unified
Financial shall cause to be paid to Dealer a shareholder services fee with
respect to Institutional Shares, computed at the annual rate of 0.25%, in
accounts for which such Dealer provides shareholder
services. Shareholder services fees shall be accrued daily and paid
no less frequently than quarterly.
