TRANSFER AGENT AGREEMENT
This Agreement is made this the______ day of __________, 1998 to be
effective as of ______________, 1998, by and between Builders ProLoan Fund, Inc.
(the "Fund"), a corporation duly organized and existing under the laws of the
State of Maryland, and Unified Fund Services, Inc. (the "Transfer Agent"), which
is a duly-registered transfer agent. The Transfer Agent is duly organized and
existing under the laws of the State of Indiana.
ARTICLE I.
SECTION 1. The Fund hereby appoints the Transfer Agent as its Transfer,
Registrar, Redemption and Dividend Disbursing Agent, and the Transfer Agent
accepts such appointments and agrees to act in such capacities upon the terms
set forth in this Agreement.
SECTION 2. The Transfer Agent agrees to comply with all relevant
provisions of the Investment Company Act of 1940 (the "Act"), the Internal
Revenue Code, other applicable laws and all applicable rules and regulations
thereunder.
SECTION 3. If the Fund is or becomes a series company for purposes of Rule
18f-2 under the Act, the term "Fund" as used in this Agreement and Fee Schedule
shall be deemed to refer to each such series as a separate portfolio unless the
context otherwise requires. In performing its functions hereunder, the Transfer
Agent shall in all cases comply with the procedures and conditions set forth in
the Fund's then current Prospectus and Statement of Additional Information
("SAI"), as provided to the Transfer Agent by the Fund. To the extent that the
Prospectus and SAI cover procedures and duties of the Transfer Agent, agreement
as to such matters must have been reached between the Transfer Agent and the
Fund 30 days prior to the effectiveness of the Prospectus, unless such 30-day
period is waived by the Transfer Agent.
ARTICLE II. ISSUANCE OF SHARES
SECTION 1. The Transfer Agent shall receive order for the purchase of
shares and make original issues of shares of the Fund ("Shares") in accordance
with Sections 3 and 4 below and with the Fund's then currently effective
Prospectus, SAI and account application upon being furnished with (i) a
certified copy of a resolution or resolutions of the Board of Directors of the
Fund authorizing such issue and (ii) necessary funds for the payment of any
original issue tax applicable to such additional Shares. If requested, an
opinion of counsel as to the validity of such additional Shares shall be
furnished to the Transfer Agent upon the Fund's filing of its Rule 24f-2 Notice
under the Act with the Securities and Exchange Commission.
The Transfer Agent shall record the issuance of shares of the Fund and
maintain pursuant to Rule 17Ad-10(c) of the Securities Exchange Act of 1934 a
record of the total number of shares of the Fund which are authorized, issued
and outstanding.
The Transfer Agent will maintain mutual fund account records in the usual
form in which, among other details, it will note the issuance, transfer and
redemption of Shares, whether certificated or not. The Transfer Agent will keep
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account records, in which it will note the names and registered addresses of
Shareholders of the Fund ("Shareholders") and the number of full and fractional
Shares owned by them.
SECTION 2. In case of any request or demand for the inspection of the
share records of the Fund, the Transfer Agent shall notify the Fund and secure
instructions as to permitting or refusing such inspection. However, the Transfer
Agent may exhibit such records to any person in any case where it is advised by
its counsel that it may be held liable for failure to do so, unless indemnified
against such liability by the Fund.
SECTION 3. For the purposes of this Section, the Fund hereby instructs the
Transfer Agent to consider Shareholder payments as available for investment in
accordance with the policies and procedures set forth in the Fund's then current
Prospectus and SAI. Immediately after the time or times and on each day on which
the Fund's then current Prospectus or SAI states that its net asset value per
share shall be determined, the Transfer Agent shall obtain from the Fund or its
designated agent a quotation of the net asset value per share determined as of
such time on such day. The Transfer Agent reserves the right to charge the Fund
and the Fund agrees to pay the agreed upon costs of making corrections to
Shareholder records if it is later determined that the Fund or its agent(s)
supplied an inaccurate net asset value.
The Transfer Agent shall, on the same business day on which any order for
the purchase of Shares is received and utilizing the net asset value per share
next determined after the receipt of such order, determine the amount to be
invested and the number of Shares and fractional Shares (rounded to three
decimal places) to be purchased. The Transfer Agent shall thereupon as agent for
the Shareholders place a purchase order with the Fund for the proper number of
Shares and fractional Shares to be purchased and confirm such number to the Fund
in writing. The Transfer Agent shall total the amount available for investment
in Shares at the net asset value determined by the Fund or its designated agent
at each Fund pricing time.
The Transfer Agent shall pay over to the Custodian Bank the net asset
value of Shares and fractional Shares purchased immediately upon receipt of the
consideration therefor.
In the event that any check or other order for the payment of money is
returned unpaid for any reason, the Transfer Agent shall give prompt
notification to the Fund of the non-payment of said check and take such action
as the Fund may authorize.
Any profit on the liquidation of unpaid Shares accrues to the Fund. In the
event of a loss upon the liquidation of unpaid shares, other than as a result of
an error or mistake of the Transfer Agent, the Transfer Agent will charge the
purchaser's account for the amount of such loss. If the loss can't be recovered
from the Shareholder, the Fund will be liable for the loss. In the event of a
loss or gain due to an incorrect adjustment to the Shareholder's account by the
Fund's agent(s), the loss or gain will be netted on the books of the Fund and
settled monthly. If the loss is a result of an error or mistake of the Transfer
Agent it will be covered by the Transfer Agent.
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SECTION 4. The Transfer Agent, in making the calculations provided for in
Section 3, of this Article II shall rely on its record of available investment
funds. The proper number of Shares and fractional Shares shall then be issued
daily and credited by the Transfer Agent to the Shareholder accounts. The
Transfer Agent shall furnish each Shareholder with a confirmation of each
purchase of Fund Shares.
The Fund agrees to provide the Transfer Agent with an adequate supply of
its Prospectus, as in effect from time to time, to fulfill its obligations under
this Section.
The Transfer Agent shall provide the Fund with the total number of shares
issued by the Fund each day.
ARTICLE III. REDEMPTIONS
SECTION 1. The Transfer Agent shall process, in accordance with the Fund's
Prospectus, SAI and account application, all requests from Shareholders to
redeem Shares and shall determine the number of Shares required to be redeemed
to make monthly payments, automatic payments or the like and advise the Fund, on
the same business day that the request for redemption was received, of the total
number of Shares and fractional Shares (rounded to three decimal places) to be
redeemed. The Fund or its designated agent shall then quote to the Transfer
Agent the applicable net asset value; whereupon the Transfer Agent shall furnish
the Fund with an appropriate confirmation of the redemption and process the
redemption, at the net asset value per share next computed after receipt of the
order for redemption, by filing with the Fund's Custodian an appropriate
statement and making the proper distribution and application of the redemption
proceeds in accordance with the Fund's Prospectus or SAI. The stock registry
books recording outstanding Shares and the individual account of the Shareholder
shall be properly debited. If provided for under the provisions of the
shareholder's account, the Transfer Agent shall mail to each Shareholder a
confirmation of each redemption with a copy to an interested person if
requested. Such confirmation shall among other details show the prior Share
balance, the new Share balance and total dollar value thereof, the Shares for
which stock certificates are outstanding (if any), the amount redeemed and the
price received for the redeemed Shares.
SECTION 2. The proceeds of a redemption shall be remitted by the Transfer
Agent, in each case by check or other instrument drawn against funds held by the
Fund in the Custodian Bank, in accordance with the Fund's then currently
effective Prospectus, SAI or account application, including, to the extent
consistent therewith, as follows:
(a) By check drawn to the order of and mailed to the Shareholder at the
address of record not later than three business days after the redemption
request is received.
(b) By wire to a previously designated bank or broker upon telephone
request, without signature guarantee, if such redemption procedure has been
elected by the Shareholder.
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(c) By Automated Clearing House transfers payable to the Shareholder of
record and transmitted for deposit to the bank account previously designated in
the application form or by written authorization, in the case of an expedited
telephone redemption.
(d) In accordance with the order of the Shareholder in the case of
redemptions by draft.
(e) To a person other than the Shareholder or to an address other than the
Shareholder's registered address only if instructions are received in writing
with signature guaranteed in accordance with the Fund's Prospectus. Planholders
transferring to another Plan custodian are required to obtain written signature
guarantees and are required to obtain the written acceptance of the new
custodian.
(f) By other procedures commonly followed by mutual funds and mutually
agreed upon by the Fund and the Transfer Agent prior to the request(s).
If required by the Fund's then current Prospectus or SAI, the request and
stock certificates, if any, for Shares being redeemed, must have the owner's
signature guaranteed by a domestic commercial bank or trust company, savings and
loan association, credit union, or a member firm of a national securities
exchange or the National Association of Security Dealers ("NASD"). If Share
certificates have not been issued to the redeeming Shareholder, the signature of
the Shareholder on the redemption request must be similarly guaranteed. If the
Fund authorizes the Transfer Agent by written instructions to waive the
signature guarantee in certain instances and if the Transfer Agent has used
reasonable efforts to establish the authority of the person receiving the
redemption proceeds in accordance with procedures mutually agreed upon between
the Fund and the Transfer Agent, the Fund holds the Transfer Agent harmless in
the event that an unauthorized person withdraws funds. Whenever a signature
guarantee is required hereunder, it will be satisfied by a domestic commercial
bank or trust company, savings and loan association, credit union, or a member
firm of a national securities exchange or the NASD.
For the purposes of redemption of Shares which have been purchased by
check within 15 calendar days of a receipt of the redemption request for such
shares, the Fund shall provide the Transfer Agent, from time to time, with
written instructions concerning the time within which such requests may be
honored. The Transfer Agent will rely on the last written instruction received.
The Transfer Agent has no responsibility to determine if any investment payment
will be reversed for any reason and is not responsible in any way for the
failure of any investment to be collected.
The authority of the Transfer Agent to perform its responsibilities under
Article III, Sections 1 and 2 shall be suspended upon the Transfer Agent's
receipt of notification of the suspension of the determination of the Fund's net
asset value.
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ARTICLE IV. DIVIDENDS
SECTION 1 . Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund, the Fund shall notify the
Transfer Agent by written instructions no later than record date of such
declaration, the amount payable per share, the sources from which such dividend
or distribution is made, and, unless such dividend is a regular daily or monthly
dividend payable by a money market or other fund, the record date for
determining the Shareholders entitled to payment. The ex-date and payment date
shall always be the next determination of net asset value after the record date.
The Transfer Agent shall withhold such sums as may be required to be withheld
under applicable income tax laws, rules and regulations.
SECTION 2 . Upon the payment date of a dividend or distribution declared
by the Fund's Board of Trustees, the Fund or its agent will cause the Custodian
Bank to transfer to the disbursement account maintained by the Custodian Bank in
the name of the Fund the total amount of such dividends or distributions payable
in cash to those Shareholders electing to receive such dividends or
distributions in cash. On payment date, the Transfer Agent shall prepare a check
in the appropriate amount and mail it not later than the second business day
after the payment date to such Shareholder at his address of record or to such
other address as the Shareholder may have designated. If provided in the
Prospectus, at the Shareholder's option, payment may be made via Automated
Clearing House transfer to a bank account specified by the Shareholder in
writing.
With regard to Shareholders not electing to receive such dividends or
distributions in cash, the Transfer Agent will automatically reinvest all
dividends and other such distributions in additional Shares at the net asset
value per Share on payment date. When provided by the provisions of the
Shareholder's account, the Transfer Agent will promptly mail to each Shareholder
at his address of record or such other address as the Shareholder may have
designated a statement showing the number of full and fractional Shares (rounded
to three decimal places) currently owned by the Shareholder and the net asset
value of the Shares so credited to the Shareholder's account.
The Transfer Agent's dividend statement shall meet the requirements of the
Act and Rule 19a-1 thereunder for notification as to the source(s) of dividend
payment(s).
ARTICLE V. CERTIFICATES
SECTION 1. The Fund shall furnish to the Transfer Agent a sufficient
supply of blank Share certificates and from time to time will renew such supply
upon the request of the Transfer Agent. Such blank Share certificates shall be
signed manually or by facsimile signatures of officers of the Fund authorized by
law or the by-laws of the Fund to sign Share certificates and, if required,
shall bear the Fund's seal or facsimile thereof. In case any officer of the Fund
who shall have signed manually or whose facsimile signature shall have been
affixed to blank Share certificates shall die, resign or be removed prior to the
issuance of such Share certificates, the Transfer Agent may issue or register
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such Share certificates as the Share certificates of the Fund notwithstanding
such death, resignation or removal until otherwise directed by the Fund; and the
Fund shall file promptly with the Transfer Agent such approval, adoption or
ratification as may be required by law.
SECTION 2. The Transfer Agent shall issue Share certificates for Shares
only upon receipt of a written request from a Shareholder or from a dealer
except money market funds. In all other cases, the Transfer Agent shall dispense
with the issuance and countersignature of Share certificates whenever Shares are
purchased. The Transfer Agent shall process purchase and redemption transactions
by making appropriate entries in the Fund's account records. The Transfer Agent
may issue new full Share certificates in place of Share certificates represented
to have been lost, destroyed or stolen, upon receiving indemnity satisfactory to
the Transfer Agent and the Fund and may issue new Share certificates in exchange
for, and upon surrender of, mutilated Share certificates. Prior to the
replacement of a lost or stolen certificate, a surety bond is required and is at
the Shareholder's expense. When mail is used for delivery of Share certificates
the Transfer Agent shall forward Share certificates in "non-negotiable" form by
first-class mail, and Share certificates in "negotiable" form by registered
mail, return receipt requested.
Whenever a Shareholder deposits Shares represented by Share certificates
in an account, the Transfer Agent, upon receipt of the Share certificates
registered in the name of the Shareholder (or if not so registered, in proper
form for transfer), shall cancel such Share certificates and make appropriate
entries in its stock transfer records.
The Transfer Agent shall retain all canceled certificates for redemption
or transfer for a period of time as set by regulations promulgated by the
Securities and Exchange Commission ("SEC") during which time it shall be able to
produce said certificates upon appropriate notice from the Fund.
ARTICLE VI. GENERAL PROVISIONS
SECTION 1. The Transfer Agent will furnish money market, equity or bond
fund account confirmations with each transaction and account confirmation
statements as of December 31 of each year which include a listing of all
transactions in the account during the calendar year then ended, plus income tax
reporting information. The Transfer Agent will provide to the Shareholders
24-hour account balance and transaction services and consolidated statements.
SECTION 2. The Transfer Agent will provide a system which will enable the
Fund to monitor the total number of shares sold in each state and shall report
daily the sales and redemptions in each state in a manner suitable for state
"blue-sky" reporting by the Fund and will not accept any purchase order in
excess of the amount available for sale as provided by the Fund or its agent.
The Transfer Agent has no further responsibility as to controlling sales of
Shares of the Fund or maintaining the various registrations required under state
"blue sky" laws and regulations. The Fund is responsible for updating the system
and halting Share sales in all states where the Fund's registration is not
effective. Maintaining current registration information on-line is the
responsibility of the Fund, or its designated agent.
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SECTION 3. The Transfer Agent shall maintain records (which may be part of
the stock transfer records) in connection with the issuance and redemption of
Shares and dividend reinvestments, in which will be noted the transactions
effected for each Shareholder and the number of Shares and fractional Shares
(rounded to three decimal places) owned by each for which no Share certificates
are outstanding. The Transfer Agent shall create and maintain all necessary
records including, but not limited, to records required by Section 31(a) of the
Act and Section 17(A) of the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. The Transfer Agent agrees
to make available upon request and to preserve for the periods prescribed in
Section 31(a) under the Act and Section 17(A) of the Securities and Exchange Act
of 1934, as amended, and the rules and regulations thereunder, any records
relating to services provided under this Agreement or maintained by it on behalf
of the Fund. All such records shall be the property of the Fund.
The Transfer Agent shall also maintain the following records for each
Shareholder's account: name, address, and tax identification number; number of
Shares held and specific form of holding, including numbers and denominations of
certificates, if any; historical information regarding the account of each
Shareholder, including dividends paid, distributions made and date and price for
all transactions in a Shareholder's account; any stop or restraining order
placed against a Shareholder's account; any dividend reinvestment order, address
change and correspondence relating to the maintenance of a Shareholder's
account; all tax and withholding information relating to a Shareholder's
account; information with respect to withholding on foreign accounts.
The Transfer Agent shall maintain records for all accounts opened by
entities assigned an institution number ("i.e. different distributors") so that
where required the aggregate average daily value of all of an institution's
accounts can be determined and a record of such values maintained, and so that
duplicate statements for the accounts can be prepared and sent to each
institution. A representative file is available for each institution. It is the
responsibility of the Fund to update and maintain information on such file.
SECTION 4. The Transfer Agent shall cooperate with the Fund's independent
public accountants and shall take all reasonable action in the performance of
its obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion,
including but not limited to the opinion included in the Fund's annual or
semi-annual reports on Form N-SAR, or of any successor annual report required by
the Act or rules thereunder to be filed by the Fund.
SECTION 5. Transfer Agent covenants and agrees tht it will not permit a
Year 2000 problem in its computer systems, software or equipment owned, leased
or licensed by it or its affiliates to interfere with its performance under this
Agreement. Transfer Agent will use reasonable commercial efforts to cooperate
and share information to further comply with this Section 5, and to minimize the
impact of any Year 2000 problem on the performance of this Agreement. Transfer
Agent will inform the Fund of any circumstance indicating a possible obstacle to
such compliance, and the steps being taken to avoid or overcome the obstacle. A
"Year problem" means a date-handling problem relating to the Year 2000 date
change that would cause a computer system, software or equipment to fail to
correctly perform, process or handle date-related data for the dates within and
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between the 20th and 21st centuries and all other centuries. Any modification to
Transfer Agent's computer systems, software or equipment necessary to solve a
Year 2000 problem shall be at no additional charge to the Fund.
SECTION 6. In addition to the services as Transfer Agent and as above set
forth, the Transfer Agent will perform other services for t he Fund as agreed
from time to time, including but not limited to, preparation and filing with the
Internal Revenue Service and mailing to Shareholders such federal tax
information forms as are required to be so prepared, filed and mailed by
applicable laws, rules and regulations, mailing periodic reports of the Fund,
and mailing initial notices of Shareholders' meetings, proxies, proxy
statements, and preparation of proxy voting reports for the Fund; preparing
shareholder meeting lists, mailing prospectuses and supplements to current
shareholders; preparing & filing Form 1099 and other required forms; preparing
and mailing confirmation forms and statements of account; preparing and mailing
monthly account activity statements.
The Transfer Agent agrees to follow-up on missing TINs by sending a letter
and Form W-9 to the Shareholder. If the Transfer Agent does not receive TIN
verification within 60 days of the acknowledgment of the missing TINs, back-up
withholding will begin. Upon receipt of a B-Notice from the IRS, the Transfer
Agent will research the accounts and send out additional Form W-9's as
necessary. The Transfer Agent will not be held liable for any penalties
associated with B-Notices served where a Shareholder has failed to return a TIN
or signed W-9. If B-Notices are not promptly delivered to the Transfer Agent
once received by the Fund, the Transfer Agent will not be held liable for any
penalties associated with late processing.
The Transfer Agent will provide the Fund with a list of all accounts
subject to back-up withholding annually.
The Transfer Agent shall answer telephone calls and correspondence from
Shareholders relating to their Share accounts during the Transfer Agent's normal
business hours. The Transfer Agent shall respond to all telephonic or written
inquiries from Shareholders relating to the administration of their accounts
within three (3) business days or as soon as reasonably practical thereafter.
Copies of all correspondence from Shareholders involving complaints about the
management of the Fund, the services provided by or for the Fund, the Transfer
Agent or others, or concerning complaints relating to the Fund shall be retained
for review by the Fund and such copies will be sent immediately to the Fund.
Telephone calls and correspondence on other matters will be referred to
the Fund.
The Transfer Agent shall keep records of Shareholder substantive telephone
calls and correspondence and replies thereto. The Transfer Agent shall make and
retain for a reasonable time (not to exceed 3 months) tape recordings of all
telephone calls from Shareholders.
SECTION 6. Nothing contained in this Agreement is intended to or shall
require the Transfer Agent in any capacity hereunder to perform any functions or
duties on any day identified in the Prospectus and/or SAI on which the Fund is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which the Transfer
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Agent is open, except when the Transfer Agent is closed to observe a legal
emergency when the Fund is open and the Fund has received purchases or
redemption requests, such purchases and redemptions shall be priced and executed
"as of" such date on the business day next following such day.
SECTION 7. The Fund agrees to pay the Transfer Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by the
Fund and the Transfer Agent. All such payments and reimbursements are to be
received no later than ten (10) days following the mailing of the respective
notice and shall be charged to and paid by the Fund no later than on a monthly
basis. It is understood that the Fund may, in the future, undertake to perform
certain of the services herein contemplated to be performed by the Transfer
Agent. To the extent, if any, the Fund undertakes such duties, the Transfer
Agent shall be relieved of such obligation, and the Fund and the Transfer Agent
shall mutually agree upon an appropriate reduction, if any, in the fees set
forth in Schedule A. In addition to any other right or remedy available to the
Transfer Agent for nonpayment of any fee due under this Agreement for the
services performed by it, in the event that the Fund and/or its agent shall fail
to pay the full fee by thirty (30) days after date of invoicing, the Fund or its
agent shall pay the Transfer Agent a late charge in a sum equal to 18% per annum
of the unpaid balance.
SECTION 8. The Transfer Agent shall not be liable hereunder for any
non-negligent action taken in good faith and reasonably believed to be within
the powers conferred upon it by this Agreement. The Fund shall indemnify the
Transfer Agent and hold it harmless from any and against any and all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
from and against any and all losses, damages, costs, charges, expenses and
liabilities incurred by the Transfer Agent in connection with any such action,
suit, or claim, except such as shall result from its own negligent act or
willful misconduct. The Transfer Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in connection
with its performance under this Agreement, which, in the opinion of its counsel,
may involve it in expense or liability. At its option and upon request of the
Transfer Agent, the Fund may assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity. The Transfer Agent shall give the Fund
notice, and reasonable opportunity to defend, any such action, suit, or claim,
in the name of the Fund or the Transfer Agent or both. In the event the Fund
assumes the defense, the Transfer Agent shall be responsible for its own legal
fees and expenses from the date the Fund so assumes the defense, except for such
fees and expenses incurred at the request of the Fund. The Fund and the Transfer
Agent shall cooperate fully in the defense of any action, suit or claim.
The Transfer Agent at its expense will make corrections and adjustments as
may be required, where the Transfer Agent, its officers, agents, employees or
delegates are the cause of any error made in rendering the services described in
this agreement.
Without limitation of the foregoing:
(a) The Transfer Agent may rely upon and shall not be liable to the Fund
for the advice furnished to it by the Fund, or for statements made by the Fund's
accountants, brokers and other agents of the Fund believed by it in good faith
to be expert in the matters about which they are consulted and for any actions
taken in good faith upon such statements.
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(b) The Transfer Agent shall not be liable for any action reasonably taken
in good faith reliance upon any written instructions or certified copy of any
resolution of the Board of Directors of the Fund, provided, however, that upon
receipt of a written instruction from the Fund countermanding a prior
instruction which has been fully executed by the Transfer Agent, the Transfer
Agent shall attempt to honor to the extent then possible, such later
instructions and rely upon the genuineness of any such document or
correspondence reasonably believed in good faith to have been validly executed.
(c) The Transfer Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the Shareholder, Fund or other proper party or parties.
SECTION 9. The Fund shall promptly cause to be turned over to the Transfer
Agent (i) an accurate list of Shareholders of the Fund showing the proper
registered address and number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated Share
accounts, (ii) all records relating to retirement plans, including original
applications signed by the planholders and original plan accounts recording
payments, contributions, deductions, reinvestments, withdrawals and
liquidations, and (iii) all Shareholder records, files, and other materials
necessary or appropriate for proper performance of the functions assumed by the
Transfer Agent under this Agreement (hereinafter called "Materials"). The Fund
agrees to indemnify and hold the Transfer Agent, its successors and assigns,
harmless of and from any and all expenses, damages, claims, suits, liabilities,
actions, demand and losses of third parties arising out of or in connection with
any error, omission, inaccuracy or other deficiency of such Materials, or out of
the failure of the Fund to provide such Materials or to provide any information
needed by the Transfer Agent to perform knowledgeably its functions. The Fund
agrees to pay agreed upon compensation to the Transfer Agent to cover the
Transfer Agent's expenses in correcting any such error, omission, inaccuracy or
other deficiency of the Materials.
SECTION 10. The Transfer Agent acknowledges and agrees that all books and
records maintained for the Fund in any capacity under this Agreement are the
property of the Fund and may be inspected by the Fund at any reasonable time.
Such books and records will be shipped immediately to any successor transfer
agent at the Fund's cost.
The Transfer Agent agrees to regard and preserve as confidential all
records and other information relative to the Fund, and will not without written
authority of the Fund disclose to others, during the term of this Agreement or
thereafter, any such records or other information.
SECTION 11. The following shall be a list of procedures to be taken by the
Transfer Agent should mail be returned to the Agent undeliverable:
1. The mail will be opened and the contents examined. The returned
envelope will be stapled to the back of the paperwork.
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2. Using the name and social security number on the account, a system
search will be done to check for any other accounts which may have a
"deliverable" address. If a different address is found, the account with the bad
address will be corrected and the mail will be forwarded to the new address.
3. If the account search is unsuccessful, after reasonable attempts have
been made to locate the shareholder, the account will be coded as lost and the
returned mail will be stored.
4. A listing is available of all accounts coded as lost. The Fund's
management can utilize this list if they wish to research these accounts
further.
5. Upon written request from the Fund, the Transfer Agent will provide a
listing to Fund management for escheatment purposes, of all accounts that are
lost.
SECTION 12. In the event any party which is subject to this Agreement is
unable to perform its obligations under the terms of this Agreement because of
equipment or transmission failure or damage beyond its control, acts of God, or
other causes reasonably beyond its control, such party will not be liable to the
others for any damages resulting from such failure to perform or otherwise from
such causes.
ARTICLE VII. TERMS AND TERMINATION
SECTION 1. This Agreement shall remain effective until terminated by
either party. Either the Fund or the Transfer Agent may give 60 days written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice; provided, however, the
obligations set forth in Sections 8, 10 and 11 of Article VI and Sections 6 and
7 of Article VII, for the fiscal year of the Fund in which termination occurs,
Section 4 of Article VI, shall survive such termination, unless satisfied. Any
records remaining at the Transfer Agent which are not required to be maintained,
under any laws which affect the Transfer Agent, will be destroyed twelve months
after the termination of this Agreement
SECTION 2. Should the Fund exercise its right to terminate this Agreement
pursuant to Section 1 of this Article VII, the Fund agrees to reimburse Transfer
Agent for reasonable out-of-pocket expenditures actually incurred by the
Transfer Agent upon conversion.
Upon the termination of this Agreement for any reason, the Transfer Agent
agrees to provide the Fund with complete and accurate records and to assist the
Fund in the orderly transfer of accounts and records. However, the Transfer
Agent shall retain all such records until the Transfer Agent receives payment of
all undisputed amounts due under this Agreement. Without limiting the generality
of the foregoing, the Transfer Agent agrees upon termination of this Agreement:
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 11
(a) to deliver to the Fund computer tapes containing the Fund's accounts
and records together with such record layouts and additional information as may
be necessary to enable the Fund to utilize the information therein;
(b) to cooperate with the Fund and any successor transfer agent in the
interpretation of the Fund's accounts and records;
(c) to forward all Shareholder calls to the new Transfer Agent upon
de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the Fund.
SECTION 3. The practices and procedures of the Transfer Agent and the Fund
set forth in the Agreement, or any other terms or conditions of this Agreement,
may be altered or modified from time to time as may be mutually agreed by the
parties to this Agreement. In special cases the parties hereto may adopt in
writing such procedures as may be appropriate or practical under the
circumstances, and the Transfer Agent may conclusively rely on the determination
of the Fund that any special procedure which has been approved by the Fund does
not conflict with or violate any requirements of its Articles of Incorporation,
By-Laws or Prospectus, or any rule, regulation or requirement of any regulatory
body.
SECTION 4. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and the Transfer Agent.
SECTION 5. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund:
Builders ProLoan Fund, Inc.
Attn: President
0000 X. Xxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
If to the Transfer Agent
Unified Fund Services, Inc.
Attention: President
000 X. Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 12
SECTION 6. The Transfer Agent and the Fund each represent and warrant to
the other as to itself that all actions required by their respective Trustees or
Shareholders have been taken to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby; the
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby do not contravene any provision of their respective charter
or by-laws or of any laws, regulations or orders of any government or agency
thereof to which it is subject; do not constitute the violation or breach of any
agreement or understanding to which it is a party or by which it is bound; and
upon its execution and delivery, this Agreement shall be binding and enforceable
against it in accordance with its terms.
SECTION 7. The Transfer Agent may from time to time, with the written
consent of the Fund, delegate some or all of its duties hereunder to others, who
shall perform such functions as the agent of the Transfer Agent. To the extent
of such delegation, the term "the Transfer Agent" in this Agreement shall be
deemed to refer to both the Transfer Agent and to its designee or to either of
them, as the context may indicate. In each provision of this Agreement fixing or
limiting the liabilities or the delegations of the Transfer Agent, or providing
for the liability indemnification or protection of the Transfer Agent, the term
"the Transfer Agent" shall include the Transfer Agent's designee. The Transfer
Agent shall not be relieved of any liabilities or obligation under the Agreement
in connection with such delegation of duties, shall be responsible to supervise
and assure that any such designee properly performs the duties delegated to it,
and shall be responsible for the performance of the designee as though the
Transfer Agent had, itself, performed the duties so delegated.
SECTION 8. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument, which is
only effective if three signatures are executed.
SECTION 9. 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 the Fund without the written
consent of the Transfer Agent or by the Transfer Agent without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Trustees.
SECTION 10. This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements or understandings between the parties. The schedule attached
hereto shall be deemed to be part of this Agreement.
SECTION 11. Whenever pronouns are used herein, they shall be interpreted
in the neuter, masculine, feminine, singular or plural as the context may
require.
SECTION 12. Except where specific time limits are herein provided, no
delay on the part of any party hereto in exercising any power or right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right. No waiver shall be enforceable against any
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 13
party hereto unless in writing, signed by the party against whom such waiver is
claimed, and shall be limited solely to the one event.
SECTION 13. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Indiana, without giving
effect to the principles of conflicts of law.
ARTICLE VIII. DEFAULT
The following events shall be a default ("Default") under this Agreement:
(a) Fund neglects or fails, in whole or in part, to observe any of its
obligations to the Transfer Agent to make any payments due under this Agreement;
or
(b) Either party neglects or fails in whole or part to observe any of its
obligations stated herein; or
(c) Fund assigns this Agreement or any of its rights hereunder without the
prior written consent of Transfer Agent.
Upon the occurrence of a Default, the non-defaulting party may terminate
the Agreement and recover from the defaulting party:
(a) Any payments due hereunder; and
(b) All costs and expenses of collection, including reasonable attorneys'
fees; and
(c) Any and all damages available under law.
ARTICLE IX. ARBITRATION
SECTION 1. In the event of a dispute between the parties under this
Agreement, the parties shall first seek to resolve such dispute through
good-faith, face-to-face negotiations between the respective principals. If
negotiations are not successful, then the dispute shall be referred to
arbitration and such arbitration shall be conducted in accordance with the rules
of the American Arbitration Association.
SECTION 2. The decision rendered through arbitration shall be final and
binding upon the parties hereto, and judgment shall be entered in accordance
with applicable law in any court having jurisdiction thereof. In rendering a
decision, the arbitrators shall be governed by the terms of this Agreement.
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 14
ARTICLE X. MISCELLANEOUS
SECTION 1. The Transfer Agent may contract with or establish relationships
with other parties for the provision of services or activities required by this
Agreement with the prior written consent of the Fund.
SECTION 2. The Transfer Agent agrees to promptly notify the Fund if for
any reason the Transfer Agent is unable to perform fully and promptly any of its
obligations under this Agreement.
SECTION 3. The Transfer Agent may at any time own or hold with power to
vote certain shares of the Fund which are registered in the name of the Transfer
Agent or its affiliate Unified Management Corporation or the name of their
respective nominee.
SECTION 4. The provisions of the Agreement shall in no way limit the
authority of the Fund to take such action as it may deem appropriate or
advisable in connection with all matters relating to the operations of such Fund
and/or sale of its shares.
SECTION 5. In consideration of the performance of the Services by the
Transfer Agent hereunder, the Fund severally agrees to compensate the Transfer
Agent at the rates described in and attached hereto as Schedule A, hereunder
referred to (the "Fee Schedule"), which Fee Schedule may change pursuant to a
written amendment to this Agreement executed by and among the Fund and Transfer
Agent. Payment for the Services shall be made at least monthly. The parties
mutually agree to not unreasonably withhold permission for reasonable amendments
or modifications in the Fee Schedule should circumstances arise, outside of the
party's or parties' control, which would materially and adversely affect the
party should such request for amendment or modification not be agreed to.
SECTION 6. The Transfer Agent shall indemnify and hold harmless the Fund
from and against any and all losses or liabilities that the Fund may incur ,
arising out of or related to the performance or non-performance of the Transfer
Agent of its responsibilities under this Agreement, including but not limited
to, reasonable attorney's fees, expenses and costs.
The Transfer Agent, however, shall be excluded from any obligations,
liabilities, indemnities, hold harmless provisions, losses and/or liabilities
from any such claims, suits, loss, damage or cost caused by, contributed to or
arising from any noncompliance, negligence, failure to perform by the Fund with
its obligations under this Agreement, including the non-performance by the Fund
of this or any other agreement between the parties which would prevent the
Transfer Agent from performing its obligations to the Fund under the terms of
this Agreement, as to which the Fund shall indemnify, hold harmless and defend
the Transfer Agent and Unified Management Corporation on the same basis as set
forth above.
SECTION 7. The Transfer Agent understands and agrees that the obligations
of the Fund under this Agreement are not binding upon the shareholders of the
Fund personally, but bind the Fund and the Fund's property; the Transfer Agent
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 15
represents that it has notice of the provisions of the Articles of Incorporation
disclaiming shareholder liability for acts or obligations of the Fund.
SECTION 8. It is understood and agreed that in performing the services
under this Agreement, the Transfer Agent shall not be acting as an agent for the
Fund.
SECTION 9. To the extent that any of the terms, conditions and/or
obligations herein cannot be fulfilled by the Fund due to any terms and/or
conditions contained within the Fund's prospectus, or due to any subsequent
changes, alterations, or amendments to the Fund's existing prospectus, the Fund
agrees to honor and fulfill the remaining terms, conditions and/or obligations
herein for as long as the Agreement is in full force and effect.
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 16
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agent
Agreement to be signed by their respective duly authorized officers as of the
day and year first above written.
BUILDERS PROLOAN FUND, INC.
By Date
------------------------------------- ---------------------
Title
----------------------------------
Attest
---------------------------------
UNIFIED FUND SERVICES, INC.
By Date
------------------------------------- ---------------------
Title
----------------------------------
By Date
------------------------------------- ---------------------
Title
----------------------------------
Attest
---------------------------------
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 17
SCHEDULE A
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of this contract.
I CONVERSION FEE: Fee not to exceed $500.00
II STANDARD BASE FEE FOR STANDARD BASE SERVICES
The Base Fee* is $1.50 for money market funds and $1.35 for equity/bond
funds per active Shareholder Account per month with a minimum fee of $1,000
per portfolio per month. An Active Shareholder Account is any Shareholder
Account existing on Transfer Agent's computerized files with a non-zero
Share balance. There is a $.25 per account charge for any account with a
zero share balance for the current calendar year, as determined on the last
day of each month.
*The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling, shipping,
statement microfiche copies and 800 number access to Unified's shareholder
services group.
Unified supports for an additional monthly fee of $0.05 per account per
service: receivables accounting, 12b-1 fund reporting, back-end sales load
recapture accounting, and/or detailed dealer and representative load
commission accounting and reporting. Funds paying dividends more frequently
than once per quarter (generally, money market funds) are charged an
additional $0.30 per month per account.
Unified will provide lost account search services in connection of SEC Rules
17Ad-17 and 17a-24 at a cost of $2.50 per account per account searched.
These "Electronic Data Search Services" will be performed on a semi-annual
basis. This service will apply to only Active Shareholder Accounts
maintained on the transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum fee/rerun
charge when the nightly processing has be repeated due to incorrect NAV or
dividend information received from the Fund Accountant/Portfolio Pricing
Agent.
III STANDARD BASE TRANSACTION FEES
Fund/Serv processing charges are $0.25 per transaction in addition to direct
Fund/Serv charges that are passed through (See Section VI herein). Minimum
charge: $500.00 per month
Networking processing charges are $0.24 per account for Matrix levels 1, 2 &
4 and $0.06 for Matrix level 3 in addition to direct Networking charges that
are passed through (See Section VI herein). Minimum charge: $500.00 per
month.
IV STANDARD SERVICES PROVIDED
-Opening new accounts
-Maintaining Shareholder accounts
INCLUDES:
-Maintaining certificate records
-Changing addresses
-Daily reports on number of Shares, accounts
-Preparation of Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for
Fund information and related inquiries
-Processing purchase of Shares
-Issuing /Canceling of certificates (Excessive use may be subject to
additional charges)
-Processing partial and complete redemptions
-Regular and legal transfer of accounts
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 18
-Mail processing of semi-annual and annual reports
-Processing dividends and distributions
-Prepare Shareholder meeting lists
-One proxy processing per year per fund. Tabulation is limited to three.
-Receiving and tabulating of proxies
-Confirmation of all transactions as provided by the terms of each
Shareholder's account
-Provide a system which will enable Fund to monitor the total number of
Shares sold in each state. System has capability to halt sales and warn
of potential oversell. (Blue Sky Reports)
-Determination/Identification of lost Shareholder accounts
-1099 reporting
V STANDARD REPORTS AVAILABLE
-12b-1 Disbursement Report
-12b-1 Disbursement Summary
-Dealer Commission Report
-Dealer Commission Summary Report
-Exchange Activity Report
-Fees Paid Summary Report
-Fund Accrual Details
-Holdings by Account Type
-Posting Details
-Posting Summary
-Settlement Summary
-Tax Register
-Transactions Journal
VI ADDITIONAL FEES FOR SERVICES OUTSIDE THE STANDARD BASE
-Archiving of old records/storage of
aged records negotiable
-Off-line Shareholder research $25/hour (Billed to customer account)
-Check copies $3/each (Billed to customer account)
-Statement copies $5/each (Billed to customer account)
-Mutual Fund fulfillment/prospect
file maintenance $1.00/item
-Shareholder communications charges
(Faxes) pass through
-Leased line/equipment on TA's computer
system pass through
-Dial-up access to TA's computer system
pass through
-Labels .05 ea/$100 minimum
-Electronic filings of approved forms $75/transmission
-Monthly Director's Reports $25/mo/portfolio
-Direct Fund/Serv expenses Pass through
-Direct Networking expenses Pass through
-AD-HOC REPORTWRITER Report Generation $50.00 per report minimum
-Bank Reconciliation Service $50.00 monthly maintenance fee per
bank account $1.50 per bank item
-Systems Programming Labor Charges:
System Support Representatives $100.00/hour
Programmers, Consultants or
Department Heads $125.00/hour
Officers $150.00/hour
-Additional Proxy Processing:
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations, sixteen
propositions)
Each Extra Tabulation $23.00 fixed charge per processing
$0.02 per proxy tabulated
Unified Fund Services, Inc. 1/26/99 Builders ProLoan Fund, Inc. - 19
