MUTUAL FUND SERVICES AGREEMENT
FUND ACCOUNTING SERVICES
AND
TRANSFER AGENCY SERVICES
between
CHURCHMEN'S BOND FUND
and
UNIFIED FUND SERVICES, INC.
DATED: FEBRUARY,____2000
Exhibit A - Portfolio Listing
Exhibit B - Fund Accounting Services Description
Exhibit C - Transfer Agency Services Description
Exhibit D - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of February , 2000, between the
Churchmen's Bond Fund, a Delaware Business Trust (the "Fund"), and Unified Fund
Services, Inc., an Indiana corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent and fund accounting services with respect to the Fund, and Unified is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent and fund accounting services for the Fund, subject to the
supervision of the Board of Trustees of the Fund (the "Board"), for the period
and on the terms set forth in this Agreement. Unified accepts such appointment
and agrees to furnish the services herein set forth in return for the
compensation as provided in Section 6 and Exhibit D to this Agreement. The Fund
will initially consist of the portfolios, funds and/or classes of shares (each a
"Portfolio"; collectively the "Portfolios") listed on Exhibit A. The Fund shall
notify Unified in writing of each additional Portfolio established by the Fund.
Each new Portfolio shall be subject to the provisions of this Agreement, except
to the extent that the provisions (including those relating to the compensation
and expenses payable by the Fund and its Portfolios) may be modified with
respect to each new Portfolio in writing by the Fund and Unified at the time of
the addition of the new Portfolio.
SECTION 2. Representations and Warranties of Unified. Unified
represents and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Indiana;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement,
and all requisite corporate proceedings have been taken by Unified to
authorize Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and
obligations hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform
its duties and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of Unified or any law or regulation applicable to Unified.
SECTION 3. Representations and Warranties of the Fund. The Fund
represents and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the
laws of the State of ________;
(b) the Fund is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement, and the
Fund has taken all requisite proceedings to authorize the Fund to
enter into and perform this Agreement;
(c) the Fund is an investment company properly registered under the 1940
Act; a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-lA has been filed and
will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform
its duties and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
SECTION 4. Delivery of Documents. The Fund will promptly furnish to
Unified such copies, properly certified or authenticated, of contracts,
documents and other related information that Unified may request or requires to
properly discharge its duties. Such documents may include but are not limited to
the following:
(a) Resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency and fund accounting services to the
Fund and approving this Agreement;
(b) The Fund's Declaration of Trust;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Management Agreement between the Fund and its investment
adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus and Statement of Additional Information relating
to all Portfolios and all amendments and supplements thereto (such
Prospectus and Statement of Additional Information and supplements
thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements; futures and commodities
account agreements, brokerage agreements, and options agreements.
SECTION 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's
Registration Statement, Declaration of Trust and By-Laws; applicable
laws and regulations; and all resolutions and policies implemented by
the Board:
(i) Fund Accounting, as described on Exhibit B to this
Agreement. ---------------
(ii) Transfer Agency, as described on Exhibit C to this
Agreement. ---------------
(iii)Dividend Disbursing. Unified will serve as the Fund's
dividend disbursing agent. Unified will prepare and mail
checks, place wire transfers of credit income and capital
gain payments to shareholders. The Fund will advise Unified
in advance of the declaration of any dividend or
distribution and the record and payable date thereof.
Unified will, on or before the payment date of any such
dividend or distribution, notify the Fund's Custodian of the
estimated amount required to pay any portion of such
dividend or distribution payable in cash, and on or before
the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified
sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate
credits will be made to each shareholder's account and/or
certificates delivered where requested. A shareholder not
receiving certificates will receive a confirmation from
Unified indicating the number of shares credited to his/her
account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the
offices of Unified or a corporate affiliate of Unified);
(ii) provide or otherwise obtain personnel sufficient, in
Unified's sole discretion, for provision of the services
contemplated herein;
(iii)furnish equipment and other materials, which Unified, in
its sole discretion, believes are necessary or desirable for
provision of the services contemplated herein; and
(iv) keep records relating to the services provided hereunder in
such form and manner as set forth on Exhibits B and C and as
Unified may otherwise deem appropriate or advisable, all in
accordance with the 1940 Act. To the extent required by
Section 31 of the 1940 Act and the rules thereunder, Unified
agrees that all such records prepared or maintained by
Unified relating to the services provided hereunder are the
property of the Fund and will be preserved for the periods
prescribed under Rule 31a-2 under the 1940 Act, maintained
at the Fund's expense, and made available in accordance with
such Section and rules. Unified further agrees to surrender
promptly to the Fund upon its request and cease to retain in
its records and files those records and documents created
and maintained by Unified pursuant to this Agreement.
SECTION 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay Unified monthly fees determined
as set forth on Exhibit D to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the
invoice. Upon any termination of this Agreement and before the
end of any month, the fee for the part of the month before such
termination shall be equal to the fee normally due for the full
monthly period and shall be payable upon the date of termination
of this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets
shall be computed as required by the Prospectus, generally
accepted accounting principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such
person or persons as may be appropriate to assist Unified in the
performance of this Agreement. Such person or persons may be
officers and employees who are employed or designated as officers
by both Unified and the Fund. The compensation of such person or
persons for such employment shall be paid by Unified and no
obligation will be incurred by or on behalf of the Fund in such
respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement except as
otherwise expressly provided herein. The Fund agrees to promptly
reimburse Unified for any equipment and supplies specially
ordered by or for the Fund through Unified and for any other
expenses not contemplated by this Agreement that Unified may
incur on the Fund's behalf at the Fund's request or as consented
to by the Fund. Such other expenses to be incurred in the
operation of the Fund and to be borne by the Fund, include, but
are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are
not officers, directors, shareholders or employees of Unified, or
the Fund's investment adviser or distributor; SEC and state Blue
Sky registration and qualification fees, levies, fines and other
charges; advisory fees; charges and expenses of custodians;
insurance premiums including fidelity bond premiums; auditing and
legal expenses; costs of maintenance of corporate existence;
expenses of typesetting and printing of prospectuses and for
distribution to current shareholders of the Fund; expenses of
printing and production cost of shareholders' reports and proxy
statements and materials; costs and expense of Fund stationery
and forms; costs and expenses of special telephone and data lines
and devices; costs associated with corporate, shareholder, and
Board meetings; and any extraordinary expenses and other
customary Fund expenses. In addition, Unified may utilize one or
more independent pricing services, approved from time to time by
the Board, to obtain securities prices and to act as backup to
the primary pricing services, in connection with determining the
net asset values of the Fund, and the Fund will reimburse Unified
for the Fund's share of the cost of such services based upon the
actual usage, or a pro-rata estimate of the use, of the services
for the benefit of the Fund.
(e) The Fund may request additional services, additional processing,
or special reports. Such requests may be provided by Unified at
additional charges. In this event, the Fund shall submit such
requests in writing together with such specifications as may be
reasonably required by Unified, and Unified shall respond to such
requests in the form of a price quotation. The Fund's written
acceptance of the quotation must be received prior to
implementation of such request. Additional services will be
charged at Unified's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of
Unified shall be billed on a monthly basis and shall be due and
payable upon receipt of the invoice.
Unified will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as publicly announced
by Star Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in
its payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice to the
Fund by Unified. The Fund must notify Unified in writing of any contested
amounts within thirty (30) days of receipt of a billing for such amounts.
Disputed amounts are not due and payable while they are being investigated.
SECTION 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to the Fund and obtaining
approval in writing from the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the service agent may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Unified
with respect to Internal Revenue Service levies, subpoenas and similar actions,
or with respect to any request by the Fund.
SECTION 8. Duties, Responsibilities and Limitations of Liability.
(a) In the event performance of its duties hereunder, Unified shall
be obligated to exercise due care and diligence, and to act in
good faith in performing the services provided for under this
Agreement. In performing its services hereunder, Unified shall be
entitled to rely on any oral or written instructions, notices or
other communications from the Fund and its Custodian, officers
and Trustees, investors, agents and other service providers which
Unified reasonably believes to be genuine, valid and authorized.
Unified shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by the
Fund, as necessary or appropriate.
(b) Unified shall not be liable for any error of judgment or mistake
of law or for any loss or expense suffered by the Fund, in
connection with the matters to which this Agreement relates,
except for a loss or expense solely caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in
the performance of its duties or from reckless disregard by
Unified of its obligations and duties under this Agreement. Any
person, even though also an officer, director, partner, employee
or agent of Unified, who may be or become an officer, director,
partner, employee or agent of the Fund, shall be deemed when
rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with
Unified's duties hereunder) to be rendering such services to or
acting solely for the Fund and not as an officer, director,
partner, employee or agent or person under the control or
direction of Unified even though paid by Unified.
(c) Except for a loss or expense solely caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in
the performance of its duties or from reckless disregard by
Unified of its obligations and duties under this Agreement,
Unified shall not be responsible for, and the Fund shall
indemnify and hold Unified harmless from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable
to:
(i) all action of Unified or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Unified or its officers or
agents of information, records, or documents which are
received by Unified or its officers or agents and
furnished to it or them by or on behalf of the Fund,
and which have been prepared or maintained by the Fund
or any third party on behalf of the Fund;
(iii)the Fund's refusal or failure to comply with the terms
of this Agreement or the Fund's lack of good faith, or
its actions, or lack thereof involving negligence or
willful misfeasance;
(iv) the breach of any representation or warranty of the
Fund hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic
communications with investors and shareholders, or
reliance by Unified on telephone or other electronic
instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone
or other electronic services have been authorized;
(vi) the reliance on or the carrying out by Unified or its
officers or agents of any proper instructions
reasonably believed to be duly authorized, or requests
of the Fund or recognition by Unified of any share
certificates which are reasonably believed to bear the
proper signatures of the officers of the Fund and the
proper countersignature of any transfer agent or
registrar of the Fund;
(vii)any delays, inaccuracies, errors in or omissions from
data provided to Unified by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation
of any requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state, or in violation of any stop order or other
determination or ruling by any federal agency or any
state agency with respect to the offer or sale of such
shares in such state (1) resulting from activities,
actions, or omissions by the Fund or its other service
providers and agents, or (2) existing or arising out of
activities, actions or omissions by or on behalf of the
Fund prior to the effective date of this Agreement; and
(ix) the compliance by the Fund, its investment adviser, and
its distributor with applicable securities, tax,
commodities and other laws, rules and regulations.
SECTION 9. Terms. This Agreement shall become effective on the date
first herein above written. This Agreement may be modified or amended from time
to time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety (90)
days' prior written notice. Upon termination of this Agreement, the Fund shall
pay to Unified such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is sooner.
Should the Fund exercise its right to terminate this Agreement, the Fund agrees
to pay a termination/conversion fee, simultaneous with the transfer of all Fund
records to the successor mutual fund service provider(s), in an amount equal to
the total compensation under this agreement for the 90 day period immediately
preceding the termination notice date. In addition, the Fund agrees to pay for
all conversion tape set-up fees, test conversion preparation and processing fees
and final conversion fees.
Such compensation to Unified shall be for the expenses incurred in connection
with the retrieval, compilation and movement of books, records and materials
relative to the deconversion or conversion of Fund records to the successor
mutual fund service provider as directed by the Fund. Notwithstanding the
foregoing, any amount owed by the Fund to Unified prior to the
termination/conversion shall still be due and payable under the terms of this
Agreement. No such compensation shall be due to Unified if Unified terminates
this Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason, Unified agrees to provide
the Fund with complete and accurate transfer agency and fund accounting records
and to assist the Fund in the orderly transfer of accounts and records. Without
limiting the generality of the foregoing, Unified agrees upon termination of
this Agreement:
(a) to deliver to the successor mutual fund service provider(s),
computer tapes containing the Fund's accounts and records
together with such record layouts and additional information as
may be necessary to enable the successor mutual fund service
provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s)
in the interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the
new mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as
possible for the successor mutual fund service provider(s) and
the Fund.
SECTION 10. Notices. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Churchmen' Bond Fund
0000 Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxxx, XX. 00000
Attention: Xxxxx, X. Xxxxxx, President
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
SECTION 11. Assignability. This Agreement shall not be assigned by
either party hereto without the prior written consent of the other party.
SECTION 12. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
SECTION 13. Force Majeure. Unified shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitations, acts of God, earthquake, fires, floods,
wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Fund the right to terminate this Agreement.
SECTION 14. Use or Name. The Fund and Unified agree not to use the
other's name nor the names of such other's affiliates, designees, or assignees
in any prospectus, sales literature, or other printed material written in a
manner not previously, expressly approved in writing by the other or such
other's affiliates, designees, or assignees except where required by the SEC or
any state agency responsible for securities regulation.
SECTION 15. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
SECTION 16. Severability. If any provision of this Agreement is
invalid or unenforceable, the balance of the Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
SECTION 17. Governing Law. This Agreement shall be governed by the
laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund
Services Agreement to be signed by their respective duly authorized officers as
of the day and year first above written.
Churchmen's Bond Fund
By Date________________
--------------------------------
Print Name: Xxxxx X. Xxxxxx
Title President
Attest
UNIFIED FUND SERVICES, INC.
By Date
-------------------------------
Print Name:
Title
By Date
--------------------------------
Print Name:
Title
Attest
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Churchmen's Bond Fund
EXHIBIT B
to
Mutual Fund Services Agreement
Description of Fund Accounting Services
I. General Description
Unified shall provide the following accounting services to the Fund:
A. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's Prospectus. Assist Fund
management in making final determinations of distribution amounts.
B. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Fund's status as a regulated investment company
("RIC") under Section 4982 of the Internal revenue Code of 1986, as amended
(the "Code") regarding minimum distribution requirements.
C. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with all
state and local tax returns where applicable. Prepare and file Federal
Excise Tax Return (Form 8613).
D. Maintain the books and records and accounting controls for the Fund's
assets, including records of all securities transactions.
E. Calculate each Portfolio's net asset value in accordance with the
Prospectus and (once the Portfolio meets eligibility requirements) transmit
to NASDAQ and to such other entities as directed by the Fund.
F. Account for dividends and interest received and distributions made by the
Fund.
G. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
H. Produce transaction data, financial reports and such other periodic and
special reports as the Board may reasonably request.
I. Liaison with the Fund's independent auditors.
J. Monitor and administer arrangements with the Fund's Custodian and
depository banks.
K. A listing of reports that will be available to the Fund is included below.
II. Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
IV. Monthly Reports
Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet (fixed-income funds only)
EXHIBIT C
to
Mutual Fund Services Agreement
Description of Transfer Agency Services
The following is a general description of the transfer agency services
Unified shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying number;
(ii) number of shares of each Portfolio; (iii) historical information
including, but not limited to, dividends paid and date and price of all
transactions including individual purchases and redemptions; and (iv) any
dividend reinvestment order, application, dividend address and
correspondence relating to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the Fund
in accordance with the Fund's current registration statement. Upon receipt
of any check or other payment for purchase of shares of the Fund from an
investor, Unified will (i) stamp the envelope with the date of receipt,
(ii) forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and
deposit, such notification to be given on a daily basis of the total
amounts determined and deposited to the Fund's custodian bank account
during such day. Unified shall then credit the share account of the
investor with the number of Portfolio shares to be purchased made on the
date such payment is received by Unified, as set forth in the Fund's
current prospectus and shall promptly mail a confirmation of said purchase
to the investor, all subject to any instructions which the Fund may give to
Unified with respect to the timing or manner of acceptance of orders for
shares relating to payments so received by it.
D. Redemption Orders. Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or
non-certificate form, and process redemptions and repurchase requests as
follows: (i) if such certificate or redemption request complies with the
applicable standards approved by the Fund, Unified shall on each business
day notify the Fund of the total number of shares presented and covered by
such requests received by Unified on such day; (ii) on or prior to the
seventh calendar day succeeding any such requests received by Unified,
Unified shall notify the Custodian, subject to instructions from the Fund,
to transfer monies to such account as designated by Unified for such
payment to the redeeming shareholder of the applicable redemption or
repurchase price; (iii) if any such certificate or request for redemption
or repurchase does not comply with applicable standards, Unified shall
promptly notify the investor of such fact, together with the reason
therefor, and shall effect such redemption at the Fund's
price next determined after receipt of documents complying with said
standards, or, at such other time as the Fund shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current Prospectus.
Unified shall be permitted to redeem, exchange and/or transfer Fund shares
from any account for which such services have been authorized.
F. Transfer of Shares. Upon receipt by Unified of documentation in proper form
to effect a transfer of shares, including in the case of shares for which
certificates have been issued the share certificates in proper form for
transfer, Unified will register such transfer on the Fund's shareholder
records maintained by Unified pursuant to instructions received from the
transferor, cancel the certificates representing such shares, if any, and
if so requested, countersign, register, issue and mail by first class mail
new certificates for the same or a smaller whole number of shares.
G. Shareholder Communications and Meetings. Address and mail all
communications by the Fund to its shareholders promptly following the
delivery by the Fund of the material to be mailed. Prepare shareholder
lists, mail and certify as to the mailing of proxy materials, receive the
tabulated proxy cards, render periodic reports to the Fund on the progress
of such tabulation, and provide the Fund with inspectors of election at any
meeting of shareholders.
H. Share Certificates. If the Fund issues certificates, and if a shareholder
of the Fund requests a certificate representing his shares, Unified as
Transfer Agent, will countersign and mail by first class mail with receipt
confirmed, a share certificate to the investor at his/her address as it
appears on the Fund's transfer hooks. Unified shall supply, at the expense
of the Fund, a supply of blank share certificates. The certificates shall
be properly signed, manually or by facsimile, as authorized by the Fund,
and shall bear the Fund's seal or facsimile; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates, Unified may, until otherwise directed by the Fund, continue
to countersign certificates which bear the manual or facsimile signature of
such officer.
I. Returned checks. In the event that any check or other order for the payment
of money is returned unpaid for any reason, Unified will take such steps,
including redepositing the check for collection or returning the check to
the investor, as Unified may, at its discretion, deem appropriate and
notify the Fund of such action, or as the Fund may instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
EXHIBIT D
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE
I CONVERSION FEE:
Manual conversion/new fund establishment - fee not to exceed $1,500
per portfolio. Electronic conversions - $1.50 per shareholder account with a
$4,000 minimum fee.
II STANDARD BASE FEE FOR STANDARD BASE SERVICES
The Base Fee1 is $18.00 for money market funds and $15.60 for
equity/bond funds per active Shareholder Account per year with a minimum fee of
$15,0002 per initial portfolio and/or share classes per year plus $9,0002 per
year for each additional portfolio/share class. An Active Shareholder Account is
any Shareholder Account existing on Transfer Agent's computerized files with a
non-zero Share balance. There is a $.40 per account charge for any account with
a zero share balance for the current month, as determined on the last day of
each month. The base fee will be billed on a monthly basis.
1The 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.
2 Discount based on total fund assets:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
Unified supports for an additional annual fee of $0.60 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 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 SERVICES PROVIDED
-Open new accounts
-Maintain Shareholder accounts
INCLUDING:
-Maintain certificate records
-Change addresses
-Prepare daily reports on number of Shares, accounts
-Prepare 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
-Process purchase of Shares
-Issue/Cancel certificates (Excessive use may be subject to additional
charges)
-Process partial and complete redemptions
-Process regular and legal transfer of accounts
-Mail semi-annual and annual reports
-Process dividends and distributions
-Prepare Shareholder meeting lists
-Process one proxy per year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm 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)
-Determine/Identify lost Shareholder accounts
IV STANDARD REPORTS AVAILABLE
-12b-1 Disbursement Report -Dealer Commission Summary Report
-12b-1 Disbursement Summary -Exchange Activity Report
-Dealer Commission Report -Fees Paid Summary Report
-Fund Accrual Details -Settlement Summary
-Holdings by Account Type -Tax Register
-Posting Details -Transactions Journal
-Posting Summary
V NSCC INTERFACES
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $150 per month
-Networking processing $250 per month
-Fund/Serv transactions $0.35 per trade
-Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI ADDITIONAL FEES FOR SERVICES OUTSIDE THE STANDARD BASE
-Interactive Voice Response System Set-up Pass through
-Archiving of old records/storage of aged records Pass through
-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
-AD-HOC REPORTWRITER Report Generation $50.00 per report
-Bank Reconciliation Service $50.00 monthly maintenance fee per bank account
$1.50 per bank item
-Systems Programming Labor Charges:
Programmers or Consultants $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
FUND ACCOUNTING FEE SCHEDULE
STANDARD FEE
0.05% for the first $50 million in total fund assets;
0.04% from $50 million to $100 million in total fund assets;
0.03% over $100 million in total fund assets.
Out of Pocket Fees:
------------------
Fees charged for outside pricing services and all accompanying
administrative expenditures.
Subject to a $18,0001 annual minimum per portfolio (one share class)
plus $7,5001 per additional share class. Fees are billed on a monthly
basis.
1 Discount based on total fund assets:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Million Plus 0%
OPTIONAL SERVICES AVAILABLE - INITIAL (FOR DESIRED SERVICES)
-Additional portfolio sub-adviser fee $10,000/portfolio
_______
-Multiple custodian fee $5,000/fund groups
_______
-GNMA securities fee $2,500/portfolio
_______
_______ -Quarterly financial statement preparation fee $5,000/portfolio
_______ -Statistical reporting fee (ICI, Lipper, Donoghue, etc.) $100/report
_______ -S.E.C. audit requirements pass through
-Processing of backup withholding $1,500/portfolio
_______
SPECIAL REPORT GENERATION FEES
AD-HOC Report Generation $75.00 per report
Reruns $75.00 per run
Extract Tapes $110.00 plus
SYSTEMS PROGRAMMING LABOR CHARGES
System Support Representatives $100.00/hour
Programmers, Consultants or Department Heads $125.00/hour
Officers $150.00/hour
DE-CONVERSION FEES
De-Conversion fees will be subject to additional charges commensurate
with particular circumstances and dependent upon scope of problems.
