Exhibit (g)(i)
FINANCIAL ADMINISTRATION, ACCOUNTING SERVICES,
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
AGREEMENT dated as of August 1, 2003 between The Navellier Funds (the
"Trust"), a Delaware business trust, and Integrated Fund Services, Inc.
("Integrated"), an Ohio corporation.
WHEREAS, the Trust is a management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust are divided into
separate series (each, along with any series which may in the future be
established, a "Fund," collectively, the "Funds"); and
WHEREAS, the Trust wishes to employ Integrated to serve as its accounting
services and transfer, shareholder servicing and dividend disbursing agent on
behalf of the Funds; and
WHEREAS, Integrated wishes to provide such services to the Funds under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Integrated agree as follows:
1. APPOINTMENT.
The Trust hereby employs Integrated as agent to perform those
services described in this Agreement for the Funds. Integrated shall act under
such appointment and perform the obligations thereof in accordance with the
Trust's current registration statement and as required by applicable federal
laws and regulations upon the terms and conditions hereinafter set forth.
2. DOCUMENTATION.
The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust
authorizing the original issue of the shares of the Funds;
B. Each Registration Statement filed with the Securities and
Exchange Commission (the "SEC") and amendments thereof;
C. A certified copy of the Agreement and Declaration of Trust and
the Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to Integrated;
E. A certified copy of each resolution of the Board of Trustees
authorizing Integrated to perform services under this Agreement;
F. Copies of all agreements with service providers on behalf of
the Funds, including advisory agreements, sub-advisory agreements, underwriting
and dealer agreements and custody agreements in effect;
G. Copies of any or all deficiency letters or other
correspondence resulting from examinations, audits or reviews conducted by the
SEC, the National Association of Securities Dealers ("NASD") or any other
administrative or regulatory body, whether governmental or private.
H. Copies of all documents relating to special investment or
withdrawal plans which are offered or may be offered in the future by the Funds
and for which Integrated is to act as plan agent; and
I. Such other certificates, documents or opinions that Integrated
may, in its discretion, deem necessary or appropriate in the proper performance
of its duties.
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES
3. CALCULATION OF NET ASSET VALUE.
Integrated will maintain and keep current the general ledger for the
Funds, recording all income and expenses, capital share activity and security
transactions of the Funds. Integrated will calculate the net asset value of each
of the Funds and the per share net asset value of each of the Funds, in
accordance with the Trust's current prospectus and statement of additional
information, once daily as of the time selected by the Trust's Board of
Trustees. Integrated will prepare and maintain a daily valuation of all
securities and other assets of the Funds in accordance with instructions from a
designated officer of the Trust and in the manner set forth in the Trust's
current prospectus and statement of additional information. In valuing
securities of the Funds, Integrated may contract with, and rely upon market
quotations provided by, outside services.
4. PAYMENT OF TRUST EXPENSES.
Integrated shall process each request received from the Trust or its
authorized agents for payment of the Funds' expenses. Upon receipt of written
instructions signed by an officer or other authorized agent of the Trust,
Integrated shall prepare checks in the appropriate amounts that will be signed
by an authorized officer of Integrated and mailed to the appropriate party.
5. OTHER SERVICES.
Subject to the direction and control of the Trustees of the Trust,
Integrated shall perform the accounting services to the Funds detailed in
Schedule A.
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TRANSFER AGENCY AND SHAREHOLDER SERVICING
Subject to the direction and control of the Trustees of the Trust,
Integrated shall perform the transfer agency and shareholder services to the
Funds detailed in Schedule B.
6. BANK ACCOUNTS.
The Trust shall establish and maintain such bank accounts with such
bank or banks ("Cash Management Bank(s)") as are selected by the Trust, as are
necessary in order that Integrated may perform the services required to be
performed hereunder. To the extent that the performance of such services shall
require Integrated directly to disburse amounts for payment of dividends,
redemption proceeds or other purposes, the Trust shall provide such Cash
Management Bank or Banks with all instructions and authorizations necessary for
Integrated to effect such disbursements.
7. RECORDKEEPING AND OTHER INFORMATION.
Prior to the commencement of Integrated's responsibilities under
this Agreement, if applicable, the Trust shall deliver or cause to be delivered
over to Integrated (i) an accurate, certified list of shareholders of each Fund,
showing each shareholder's address of record, number of shares owned and whether
such shares are represented by outstanding share certificates and (ii) all
shareholders records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by Integrated under this Agreement
including, without limitation, special instructions regarding withholding,
dividend options and householding (collectively referred to as the "Materials").
The Trust shall, on behalf of each applicable Fund or class, indemnify and hold
Integrated harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to any error, omission, inaccuracy or other deficiency of the
Materials, or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession or control
reasonably needed by Integrated to perform the services described in this
Agreement.
GENERAL
8. RECORD RETENTION AND RETURN
A. Integrated shall keep and maintain on behalf of the Trust all
books and records, necessary to Integrated's performing its responsibilities
under this Agreement, which the Trust is, or may be, required to keep and
maintain by applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder, as
the same may be amended from time to time, pertaining to the various functions
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Trust. Where applicable, such records shall be
maintained by Integrated for the periods and in the places required by Rules
31a-1 and 31a-2 under the 1940 Act. The retention of such records shall be at
the expense of the Trust. All such records shall be the property of the Trust at
all times and shall be available during regular business hours for reasonable
audit and inspection by the Trust or its agents, or any regulatory agency having
authority over the Trust.
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B. Integrated may at its option at any time, and shall promptly
upon the Trust's demand, turn over to the Trust and cease to retain the Trust's
files, records and documents created and maintained by Integrated pursuant to
this Agreement which are no longer needed by Integrated in the performance of
its services or for its legal protection. If not so turned over to the Trust,
such documents and records will be retained by Integrated for six years from the
year of creation. At the end of the six-year period, such records and documents
will be turned over to the Trust unless the Trust authorizes in writing the
destruction of such records and documents.
9. DATA ACCESS AND PROPRIETARY INFORMATION.
The Trust acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by Integrated as part of the Trust's ability to
access certain Trust-related data ("Customer Data") maintained by Integrated on
data bases under the control and ownership of Integrated or another third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to Integrated or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Trust agrees to treat all Proprietary
Information as proprietary to Integrated and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder.
10. COOPERATION WITH ACCOUNTANTS.
Integrated shall cooperate with the Trust'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 unqualified
opinion where required for any document for the Trust.
11. SPECIAL SERVICES AND REPORTS AND EXCEPTION PROCESSING.
A. Integrated may provide special services and reports with
respect to the Trust, subject to an additional charge as detailed in Schedule C,
or such other services and reports as may be reasonably requested by the Trust
or the Trust's investment adviser, which may result in an additional charge, the
amount of which shall be agreed upon between the parties. Integrated is, as of
the date of this Agreement, still developing and implementing the services
designated as "i-online reporting" in Addendum 1; Integrated will make available
to the Trust the i-online services at such time as those services are placed
into full operation.
B. Integrated may provide exception processing upon the request
of the Trust or the Trust's investment adviser, which may result in an
additional charge, the amount of which shall be agreed upon between the parties.
Exception processing includes, but is not limited to, processing which:
(a) requires Integrated to use methods and procedures other
than those usually employed by Integrated to perform its obligations under this
Agreement;
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(b) involves the provision of information to Integrated
after the commencement of the nightly processing cycle of Integrated's transfer
agency, administration and/or fund accounting processing system; or
(c) requires more manual intervention by Integrated, either
in the entry of data or in the modification or amendment of reports generated by
Integrated's transfer agency, administration and/or fund accounting processing
system than is usually required.
12. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
13. SUBCONTRACTING.
Integrated may, at its expense, and, upon prior written approval
from the Trust, subcontract with any entity or person concerning the provision
of the services contemplated hereunder; provided, however, that Integrated shall
not be relieved of any of its obligations under this Agreement by the
appointment of such subcontractor and provided further, that Integrated shall be
responsible for all acts of such subcontractor as if such acts were its own.
14. COMPENSATION.
For performing its services under this Agreement, the Trust shall
pay Integrated a monthly fee with respect to each Fund in accordance with the
schedule attached hereto as Schedule D.
15. EXPENSES.
A. Integrated shall furnish, at its expense and without cost to
the Trust, the services of its personnel to the extent that such services are
required to carry out its obligations under this Agreement. All costs and
expenses not expressly assumed by Integrated under this Paragraph shall be paid
by the Trust, including, but not limited to, costs and expenses of meetings of
the Board of Trustees and shareholders of the Trust and portfolio compliance
training, including costs and expenses of officers and employees of Integrated
in attending or conducting such meetings or training, as well as costs and
expenses for all regulatory filings, postage, envelopes, checks, drafts,
continuous forms, bank charges, reports, communications, proxies (including
production, legal fee and administrative costs), statements and other materials,
file interface expenses (e.g., FundSmith, Fanmail, Broker Browser, Expeditor and
other distribution partners), label file creation, Blue Sky filing fees,
telephone, telegraph and remote transmission lines, typesetting, printing,
EDGARization, confirmations, fulfillment and any other shareholder
correspondence, use of outside pricing services, use of outside solicitation,
tabulation and mailing firms, necessary outside record storage, record
destruction, document shredding, media for storage of records (e.g., microfilm,
microfiche, computer tapes), pro rata expenses for preparation of Integrated's
Fund Accounting and Transfer Agent SAS 70 reports,
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costs and fees, including employee time and system expenses, associated with
exception processing and resolution of errors not caused by Integrated, and any
and all assessments, taxes or levies assessed on Integrated for services
provided under this Agreement. Postage for mailings of dividends, proxies,
reports and other mailings to all shareholders shall be advanced to Integrated
three business days prior to the mailing date of such materials.
B. The Trust authorizes Integrated to receive payment of fees due
to Integrated or to be reimbursed for Fund expenses Integrated pays on behalf of
the Fund directly from the Fund. Integrated will provide the Trust with
documentation detailing such fees or expenses within a reasonable time
corresponding to the payment of the fees or expenses. However, Trust approval
shall not be required in advance of such payments. In the event of a dispute
arising from the payment of fees or expenses and upon mutual agreement by the
Trust and Integrated as to the appropriate resolution of the dispute, the Trust
and/or Integrated shall make the necessary reimbursements to the Fund.
16. REFERENCES TO INTEGRATED OR THE TRUST.
A. Neither the Trust nor its agents shall circulate any printed
matter which contains any reference to Integrated without the prior written
approval of Integrated, excepting solely such printed matter as merely
identifies Integrated as Transfer, Shareholder Servicing and Dividend Disbursing
Agent and Accounting Services Agent. The Trust will submit printed matter
requiring approval to Integrated in draft form, allowing sufficient time for
review by Integrated and its counsel prior to any deadline for printing.
B. Integrated shall not circulate any printed matter that
contains any reference to the Trust without the prior written approval of the
Trust, excepting solely such printed matter as merely identifies the Trust as a
client of Integrated. Integrated will submit printed matter requiring approval
to the Trust in draft form, allowing sufficient time for review by the Trust and
its counsel prior to any deadline for printing.
17. EQUIPMENT FAILURES.
In the event of equipment failures beyond Integrated's control,
Integrated shall take all steps necessary to minimize service interruptions but
shall have no liability with respect thereto. Integrated shall endeavor to enter
into one or more agreements making provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
18. INDEMNIFICATION OF INTEGRATED.
A. Integrated may rely on information reasonably believed by it
to be accurate and reliable. Except as may otherwise be required by the 1940 Act
and the rules thereunder, neither Integrated nor its directors, officers,
employees, shareholders, agents, control persons or affiliates of any thereof
shall be subject to any liability for, or any damages, including consequential
damages, expenses or losses incurred by the Trust in connection with, any error
of judgment, mistake of law, any act or omission connected with or arising out
of any services
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rendered under or payments made pursuant to this Agreement or any other matter
to which this Agreement relates, except by reason of willful misfeasance, bad
faith or gross negligence on the part of any such persons in the performance of
the duties of Integrated under this Agreement or by reason of reckless disregard
by any of such persons of the obligations and duties of Integrated under this
Agreement. Integrated may apply to the Trust at any time for instructions and
may consult counsel for the Trust, or its own counsel, and with accountants and
other experts with respect to any matter arising in connection with its duties
hereunder, and Integrated shall not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such instruction, or
with the opinion of such counsel, accountants, or other experts. Integrated
shall not be held to have notice of any change of authority of any officers,
employees, or agents of the Trust until receipt of written notice thereof have
been received by Integrated from the Trust.
B. Any person, even though also a director, officer, employee,
shareholder or agent of Integrated, or any of its affiliates, who may be or
become an officer, trustee, employee or agent of the Trust, shall be deemed,
when rendering services to the Trust or acting on any business of the Trust, to
be rendering such services to or acting solely as an officer, trustee, employee
or agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of Integrated or any of its
affiliates, even though paid by one of these entities.
C. In providing services pursuant to this Agreement, no person
who is a director, officer, shareholder, employee or agent of Integrated, or its
affiliates, even though also an officer, trustee, employee or agent of the Trust
shall be deemed, when rendering services to the Trust or acting on any business
of the Trust, to be rendering such services or acting as the principal executive
officer or principal financial officer of the Trust, nor shall any such persons
be considered as providing similar functions to the Trust. Nor shall any
director, officer, shareholder, employee or agent of Integrated, or its
affiliates, even though also an officer, trustee, employee or agent of the
Trust, have the authority to certify any reports or filings as principal
executive officer or principal financial officer of the Trust on behalf of the
Trust to the SEC or any other administrative or regulatory body, whether
governmental or private, including but not limited to, certification of Form
N-CSR.
D. Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Integrated, its directors, officers,
employees, shareholders, agents, control persons and affiliates of any thereof
from and against any and all losses, damages, claims, suits, actions, demands,
expenses and liabilities (whether with or without basis in fact or law),
including legal fees and expenses and investigation expenses, of any and every
nature which Integrated may sustain or incur or which may be asserted against
Integrated by any person by reason of, or as a result of: (i) any action taken
or omitted to be taken by Integrated in good faith in reliance upon any
certificate, instrument, order or share certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Trust or upon the opinion of legal counsel for the Trust or its own counsel; or
(ii) any action taken or omitted to be taken by Integrated in connection with
its appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. However, indemnification under this
subparagraph shall not
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apply to actions or omissions of Integrated or its directors, officers,
employees, shareholders or agents in cases of its or their own gross negligence,
willful misconduct, bad faith, or reckless disregard of its or their own duties
hereunder.
E. Notwithstanding anything to the contrary in this Agreement, in
no event shall Integrated be liable to the Trust or any third party for any
special, consequential, punitive or incidental damages, even if advised of the
possibility of such damages.
19. TERMINATION
A. The provisions of this Agreement shall be effective on the
date first above written, shall continue in effect for three years ("Initial
Term") from that date and shall continue in force for one year thereafter
("Renewal Term"), but only so long as such continuance is approved (1) by
Integrated, (2) the Trust, (3) by a vote of a majority of the Trust's Trustees
who are not parties to this Agreement or interested persons (as defined in the
0000 Xxx) of any such party, and (4) by vote of a majority of the Trust's Board
of Trustees or a majority of the Trust's outstanding voting securities.
B. Any party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term by giving the other
parties at least one hundred eighty (180) days' prior written notice of such
termination specifying the date fixed therefore. In the event this Agreement is
terminated by the Trust prior to the end of the Initial Term or any subsequent
Renewal Term, the Trust shall make a one-time cash payment to Integrated in
consideration of services provided under this Agreement, and not as a penalty,
equal to the remaining balance of the fees payable to Integrated under this
Agreement through the end of the Initial Term or Renewal Term, as applicable.
The Trust shall likewise reimburse Integrated for any out-of-pocket expenses and
disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in
connection with the services provided under this Agreement within 30 days of
notification to the Trust of such out-of-pocket expenses regardless of whether
such out-of-pocket expenses were incurred before or after the termination of
this Agreement. By way of example, and not of limitation, an action that would
not constitute a termination of this Agreement, and therefore not be subject to
this Section 19.B., would include the merger of one Fund of the Trust into
another Fund of the Trust or the termination and liquidation of a Fund in the
ordinary course of business.
C. If a party materially fails to perform its duties and
obligations hereunder (a "Defaulting Party") resulting in a material loss to
another party or parties, such other party or parties (the "Non-Defaulting
Party") may give written notice thereof to the Defaulting Party, which such
notice shall set forth with sufficient detail the nature of the breach. The
Defaulting Party shall have ninety (90) days from its receipt of notice to cure
the breach. If such material breach shall not have been remedied to commercially
reasonable operating standards, the Non-Defaulting Party may terminate this
Agreement by giving sixty (60) days written notice of such termination to the
Defaulting Party. If Integrated is the Non-Defaulting Party, its termination of
this Agreement shall not constitute a waiver of any rights or remedies with
respect to services it performed prior to such termination, or the right of
Integrated to receive such compensation as may be due as of the date of
termination or to be reimbursed for all reasonable out-of-pocket
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expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against a Defaulting Party.
D. In the case of the following transactions, not in the ordinary
course of business, namely, the merger of the Trust, or a Fund, into or the
consolidation of the Trust, or a Fund, with another non-affiliated investment
company, the sale by the Trust, or a Fund, of all, or substantially all, of its
assets to another investment company, or the liquidation or dissolution of the
Trust, or a Fund, and distribution of its assets, or any similar transaction
involving the Trust or a Fund, this Agreement will terminate with respect to the
applicable Fund or Funds and Integrated shall be released from any and all
obligations hereunder upon the payment of the fees, disbursements and expenses
due to Integrated through the end of the then current term of this Agreement. By
way of example, and not of limitation, a transaction in the ordinary course of
business, and therefore not subject to this Section 19.D., would include the
merger of one Fund of the Trust into another Fund of the Trust. The parties
acknowledge and agree that the damages provision set forth above in paragraph B
shall be applicable in those instances in which Integrated is not retained to
provide financial administration, accounting, or transfer agency services
subsequent to the transactions listed above.
E. Integrated will be entitled to collect from the Trust all
reasonable expenses incurred in conjunction with termination of this Agreement,
including but not limited to out-of-pocket expenses, employee time, system fees
and fees charged by third parties with whom Integrated has contracted.
20. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Integrated or any affiliated
person (as defined in the 0000 Xxx) of Integrated from providing services for
any other person, firm or corporation (including other investment companies);
provided, however, that Integrated expressly represents that it will undertake
no activities which, in its judgment, will adversely affect the performance of
its obligations to the Trust under this Agreement.
21. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Integrated to perform any services for the
Trust which services could cause Integrated to be deemed an "investment adviser"
of the Trust within the meaning of Section 2(a)(20) of the 1940 Act or to
supersede or contravene the Trust's prospectus or statement of additional
information or any provisions of the 1940 Act and the rules thereunder. Except
as otherwise provided in this Agreement and except for the accuracy of
information furnished to it by Integrated, the Trust assumes full responsibility
for complying with all applicable requirements of the 1940 Act, the Securities
Act of 1933, as amended, and any other laws, rules and regulations of
governmental authorities having jurisdiction.
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22. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Trust. The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an officer of the Trust, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust.
23. SEVERABILITY.
In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
24. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the 1940 Act, reflected in any
provision of this Agreement, is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
25. CONFIDENTIALITY
A. Both parties hereto agree that any nonpublic information
obtained hereunder concerning the other party is confidential and may not be
disclosed without the consent of the other party, except as may be required by
applicable law or at the request of a governmental agency. The parties further
agree that a breach of this provision would irreparably damage the other party
and accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
B. Both parties hereto agree that nonpublic personal shareholder
information shall remain the sole property of the Trust. Such information shall
not be disclosed or used for any purpose except in connection with the
performance of the duties and responsibilities described herein or as required
or permitted by law. The provisions of this Section shall survive the
termination of this Agreement. The parties agree to comply with any and all
regulations promulgated by the SEC or other applicable laws regarding the
confidentiality of shareholder information.
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26. NOTICES.
All notices required or permitted under this Agreement shall be in
writing (including telex and telegraphic communication) and shall be (as elected
by the person giving such notice) hand delivered by messenger or courier
service, telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
To the Trust: The Navellier Funds
Xxx Xxxx Xxxxxxx, Xxxxx Xxxxx
Xxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxxx
To Integrated: Integrated Fund Services, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
27. AMENDMENT.
This Agreement may not be amended or modified except by a written
agreement executed by all parties.
28. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he or
she has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his or her signature will operate to bind the party
indicated to the foregoing terms.
29. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
30. FORCE MAJEURE.
Integrated assumes no responsibility hereunder, and shall not be
liable, for any damage, loss of data, delay or any other loss whatsoever caused
by events beyond its control, including and without limitation, acts of God,
interruption of power or other utility,
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transportation, mail, or communication services, acts of civil or military
authority, sabotages, war, insurrection, riots, national emergencies, explosion,
flood, accident, earthquake or other catastrophe, fire, strike or other labor
problems, legal action, present or future law, governmental order, rule or
regulation, or shortages of suitable parts, materials, labor or transportation.
31. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE NAVELLIER FUNDS
By:
----------------------------
Its: President
INTEGRATED FUND SERVICES, INC.
By:
----------------------------
Its: President
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Schedule A
August 1, 2003
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following accounting services:
1. Calculate net asset value and per share net asset value in
accordance with the 1940 Act and the Trust's prospectus.
2. Record all security transactions including appropriate gains and
losses from the sale of portfolio securities.
3. Record interest income and dividend income.
4. Record each Fund's capital share activities based upon purchase and
redemption transactions received by the transfer agent.
5. Calculate a daily cash figure for investment purposes.
6. Monitor and seek authorization for payment of expenses of each Fund.
7. Periodically report to the Trust or its authorized agents share
purchases and redemptions and trial balances of each Fund.
8. Prepare the necessary supporting computations on a book and tax
basis to ensure each Fund complies with the requirements of Section 851 of the
Internal Revenue Code.
9. Facilitate and perform tax planning and administration and assist
independent accountants with the preparation of tax forms.
10. Monitor all tax compliance calculations to ensure that each Fund
qualifies as a regulated investment company pursuant to Subchapter M of the
Internal Revenue Code.
11. Assist independent accountants with the annual audit by preparing
necessary annual audit work papers.
12. Generate fund performance calculations (including after-tax returns)
and automated report dissemination.
13. Maintain complete, accurate and current all records with respect to
the Trust required to be maintained by the Trust under the Internal Revenue Code
of 1986, as amended (the "Code"), and under the rules and regulations of the
1940 Act, and preserve said records in the manner and for the periods prescribed
in the Code and the 1940 Act.
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14. As requested by the investment adviser, provide reports necessary
for the Trust's investment adviser, to monitor compliance with federal and state
rules and regulations.
15. Prepare and maintain the necessary journals and schedules to report
the required information on Form N-SAR.
16. Prepare financial statements and supporting statements, footnotes,
per share information and schedule of investments for the inclusion in the
semiannual and annual reports.
17. Conduct portfolio compliance training for Fund management and the
investment adviser upon request.
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Schedule B
August 1, 2003
TRANSFER AGENCY AND SHAREHOLDER SERVICES
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following transfer agency and shareholder services
as applicable:
Shareholder Accounts
1. Establish new shareholder accounts
2. Record changes to shareholder registration information
3. Process shareholder purchase and redemption orders
4. Process shareholder transfer and exchange requests
5. Issue periodic statements for shareholders
6. Provide shareholders with Integrated's standard shareholder
statement and confirmation package
7. Issue transaction confirmations
8. Process dividend payments, including the purchase of new shares
through dividend reimbursement
9. Prepare shareholder tax information, i.e., Form 1099, 1042, and 5498
10. Maintain shareholder account documentation
11. Answer telephone inquiries and accept financial transactions from
shareholders and their properly designated representative
12. Provide servicing support for broker-dealers
13. Withhold taxes on U.S. Resident and non-resident alien accounts
14. Reply to shareholder calls and correspondence
15. Cancel share certificates
16. Qualify each Fund for sale in various states ("blue sky" filings).
15
17. Coordinate the preparation, filing and distribution of proxy
materials and periodic reports as required by law, as mutually agreed to by the
Parties.
18. Provide lost-shareholder services in accordance with Rule 17Ad-17 of
the Securities Exchange Act of 1934
19. Direct processing of checks, wires, and ACH
Sales Load Processing
1. Support front-end, level-load, and CDSC share classes
2. Calculate fees due under Rule 12b-1 plans for distribution and
marketing expense
3. Track and pay sales commissions on direct shareholder purchases
*NSCC Services
1. FundServ
2. Networking
3. CommissionServ
4. ACATS
5. ToRA
6. Mutual Fund Profile
7. DCC&S
*NSCC Services may be subject to set-up charges and ongoing fees in
accordance with this agreement.
SHAREHOLDER RECORDS.
Integrated shall maintain records for each shareholder account showing the
following:
1. Names, addresses and tax identifying numbers;
2. Name of the dealer of record, if any;
3. Number of shares held of each Fund;
16
4. Historical information regarding the account of each shareholder,
including dividends and distributions in cash or invested in shares;
5. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains and realized
long-term gains;
6. Any instructions from a shareholder including all forms furnished by
the Trust and executed by a shareholder with respect to (i) dividend or
distribution elections and (ii) elections with respect to payment options in
connection with the redemption of shares;
7. Any correspondence relating to the current maintenance of a
shareholder's account;
8. Certificate numbers and denominations for any shareholder holding
certificates;
9. Any stop or restraining order placed against a shareholder's
account;
10. Information with respect to withholding in the case of a foreign
account or any other account for which withholding is required by the Internal
Revenue Code of 1986, as amended; and
11. Any information required in order for Integrated to perform the
calculations contemplated under this Agreement.
Returned Checks
In the event that Integrated is notified by the Trust's Cash Management
Bank that any check or other order for the payment of money is returned unpaid
for any reason, Integrated will:
1. In the absence of other instructions from the Trust, take such steps
as may be necessary to redeem any shares purchased on the basis of such returned
check and cause the proceeds of such redemption plus any dividends declared with
respect to such shares to be credited to the account of the Trust and to request
the Trust's Cash Management Bank to forward such returned check to the person
who originally submitted the check; and
2. Upon notification of the Trust, collect any fees from the person who
originally submitted the check including losses to the Trust resulting from the
returned check.
Uncashed Checks
For shareholders who select to receive distributions or redemptions in
cash and the U.S. Postal Service cannot deliver their checks or if their checks
remain uncashed for 90 days, Integrated will reinvest the amount uncashed check
into their account at the then current NAV and their account will be converted
to the reinvest option. No interest will accrue on an amount represented by
uncashed distribution checks. Integrated will make commercially reasonable
attempts to contact the shareholder prior to taking the action described above.
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Lost or Stolen Certificates
Integrated shall place a stop notice against any certificate reported to
be lost or stolen and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. New certificates shall not
be issued. Replacement shares will be issued in book form only upon:
(i) The shareholder's pledge of a lost instrument bond or such
other appropriate indemnity bond issued by a surety company approved by
Integrated; and
(ii) Completion of a release and indemnification agreement signed
by the shareholder to protect Integrated and its affiliates.
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Schedule C
August 1, 2003
SPECIAL SERVICES AND REPORTS
CUSTOMIZED REPORTS
Reports are created based on the client's design specification and are scheduled
to be created on a set schedule such as daily, weekly, every 2 weeks, monthly,
quarterly or annually. Programming for requests is $75.00 an hour and there is a
one-time set-up fee of $75.00.
Fee Schedule
FREQUENCY CHARGE
--------- ------
Daily $125.00/Per Month
Weekly $70.00/Per Month
Every 2 Weeks $45.00/Per Month
Monthly $25.00/Per Month
Quarterly $25.00/Per Quarter
Annually $25.00/Annually
ON DEMAND REPORTS
Reports requested with the client's specifications one time and not on a set
schedule. The charge is $90.00 per request. If an on demand report were
requested with the same criteria as a previous request the charge would be
$45.00. If programming time exceeds 2 hours, a $75 per hour charge will apply.
EARLY CASH REPORTING
Early Cash Reporting provides Investment Advisors preliminary cash estimates for
shareholder activity daily by 7:30 a.m. EST for fluctuating NAV Funds. The
reporting is a useful tool that allows for Investment Advisors to forecast
future cash inflows and outflows from shareholder activity prior to the FINAL
cash figures being available from Fund Accounting at 9:30 a.m. EST. THE
PRELIMINARY CASH ESTIMATES ARE SUBJECT TO CHANGE. The information is available
via a Secured Internet Site.
Fee Schedule
One-time set-up fee $200
Monthly fee $250
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Schedule D
August 1, 2003
THE NAVELLIER FUNDS
COMPENSATION FOR FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES
Each Fund will pay Integrated, on the first business day following the end
of each month, a fee based on its average daily net assets during such month as
follows:
Percentage Rate* Average Daily Net Assets
--------------- ------------------------
0.150% First $ 500,000,000
0.100% Next 500,000,000
0.075% Over 1,000,000,000
Except for the Navellier Variable Insurance Series Fund, Inc. the annual
minimum fee per Fund is $70,000. Each additional class of shares is subject to
an annual minimum fee of $10,000. The annual minimum fee per Fund in the
Navellier Variable Insurance Series Fund, Inc. is $50,000.
* Plus an additional fee at the rate of 0.001% per annum of each Fund's average
net assets in excess of $300,000,000. This fee represents the asset-based fee
Integrated is charged by SunGard.
Integrated will also include the electronic delivery of accounting via the
Apollo software and reduce the annual expense of full internet functionality
from $25,000 to $10,000 with an additional monthly license fee of $125 per user.
COMPENSATION FOR TRANSFER AGENCY AND SHAREHOLDER SERVICES
Each Fund will pay Integrated, on the first business day following the end
of each month, an annual per account charge of $25 for each open shareholder
account up to 20,000 accounts. The Fund will pay Integrated, on the first
business day following the end of each month, an annual per account charge of
$20 for each open shareholder account for accounts in excess of 20,000. Each
Fund will pay Integrated, on the first business day following the end of each
month, an annual per account charge of $7 for each closed shareholder account.
Except for the Navellier Variable Insurance Series Fund, Inc. the annual minimum
fee is $30,000 for each Fund. The annual minimum fee per Fund in the Navellier
Variable Insurance Series Fund, Inc. is $20,000.
Integrated will charge each XXX shareholder account an annual fee of
$10.00 per account for the additional servicing work for XXX accounts.
Each Fund will reimburse Integrated for out-of-pocket expenses incurred in
the performance of its financial administration, accounting, transfer agency and
shareholder services under this Agreement.
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Schedule E
Anti-Money Laundering Program Service
Service Description Document
Integrated as Transfer Agent for the Trust agrees to perform the procedures as
described below as required by the USA PATRIOT Act of 2001 (the "Act") and
applicable sections of the Bank Secrecy Act and the Internal Revenue Service
Code.
1) Integrated will perform the AML procedures described below in accordance
with the Trust's written AML Program. Integrated will:
a) Develop and implement an anti-money laundering program reasonably
designed to detect activities indicative of money laundering and
achieve compliance with such regulatory requirements applicable to
money laundering;
b) Provide the Trust's AML Compliance Officer with a copy of
Integrated's AML Program;
c) Monitor the mutual fund accounts of Trust's shareholders for
suspicious activity;
d) Apply "Red Flag" monitoring of fund direct account activity to
detect potential suspicious activity;
e) Investigate potential suspicious activity using commercially
reasonable means and provide the Trust's AML Compliance Officer with
investigation results for review and action;
f) Implement training programs to educate Integrated's officers and
employees regarding its anti-money laundering policies and
procedures;
g) Designate a compliance officer with sufficient authority to oversee
Integrated's anti-money laundering policies and procedures and to
interact with the Trust's AML Compliance Officer; and
h) Conduct an independent audit of Integrated's anti-money laundering
policies and procedures on an periodic basis as required by law;
i) Provide the Trust's AML Compliance Officer with a report of the
independent audit findings;
j) Provide the Trust's AML Compliance Officer with periodic reports
regarding the administration of Integrated's AML Program;
k) Search the Trust's shareholder files that are maintained by
Integrated as requested by the Federal Crimes Enforcement Center
(FinCEN);
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l) Provide appropriate Federal agencies with information and records
relating to Integrated's anti-money laundering program including
results of inspections related to its anti-money laundering program;
m) File IRS Form 8300 reports as required;
n) Check shareholder names against lists of known or suspected
terrorists or terrorist organizations such as those persons and
organizations listed on Treasury's Office of Foreign Assets Control
(OFAC) or other lists as designated by the government using
commercially available or proprietary databases;
o) Retain records on behalf of the Trust as required by the Act;
2) Integrated will perform the following procedures pursuant to the
requirements of the Customer Identification Program in accordance with
Section 326 of the USA PATRIOT ACT and consistent with the Trust's AML
Program policies and procedures and Section IX above. Specifically:
a) The Trust authorizes Integrated to accept only those new accounts
for which the elements required by law are presented;
b) In the event the required elements (above) are not provided,
Integrated shall make reasonable efforts to obtain the missing
information within one business day of receipt of the new account
application. Integrated will not open any account without the
required elements;
c) The Trust authorizes Integrated to refuse to open any account whose
owner's identity it is unable to verify to its satisfaction without
consultation with the Trust and in accordance with the Trust's AML
Program policies and procedures and Section IX of this Addendum;
d) The Trust authorizes Integrated to employ commercially available or
proprietary databases to verify the identity of shareholders as
described by Integrated's AML Program and as required by law;
e) In the event that a discrepancy arises related to the verification
of a shareholder's identity, Integrated will make commercially
reasonable efforts to resolve the discrepancy to verify the identity
of the shareholder to its satisfaction and without consultation with
the Trust and in accordance with the Trust's AML program policies
and procedures and Section IX of this Addendum;
f) The Trust authorizes Integrated to open accounts for non-US persons
only if:
i) The account is opened through a broker-dealer with whom the
Fund or its Distributor has an established dealer agreement;
and
ii) The broker-dealer is a U.S.-registered firm;
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iii) The broker-dealer through which the account is established has
provided the necessary certifications to the Fund or its
Distributor regarding its anti-money laundering program; or
iv) The Trust specifically directs Integrated in writing to accept
the account and certifies to Integrated that it has verified
the identity of the shareholder.
g) The Trust delegates to and authorizes Integrated to request and
obtain AML program certifications as may be required from qualified
financial institutions for the purposes of selling shares of the
Trust through the qualified financial institution and, in the
absence of such certification, Integrated shall not accept orders
from an uncertified financial institution except as specifically
directed by the Trust in writing and in accordance with Section IX
of this agreement.
3) The Trust agrees to pay Integrated fees listed in the attached fee
schedule for performing the services described in this section.
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Attachment B
Anti-Money Laundering
Program Services
Fee Schedule
The following fee schedule shall be effective upon execution of this Addendum.
The Trust will be assessed fees for all qualified new accounts as identified in
the Trust's AML Program policies and procedures.
AML Program Set-up Fee.....................$250 one-time
AML Program Administration Fee.............$250 per month, per service agreement
Verification of customer identity..........$2.50 per new account opened*
Government list searches...................included
*File transmission fees may apply
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ADDENDUM 1
i-online PORTFOLIO ACCOUNTING
SERVICE DESCRIPTION DOCUMENT
I. INTRODUCTION
This document is a Service Description regarding Client's use of the
i-online Portfolio Accounting ("i-online"). This document describes the
services and responsibilities, as agreed between Client and Integrated.
A. SERVICE DESCRIPTION
i-online portfolio accounting is a browser-based system, which
allows electronic distribution of portfolio information and reports
to clients. Reports are available via browser access and can be
viewed or downloaded. Investment Advisors have real time access to
portfolio and fund information. The user has access to standard
reports and financial statements.
B. SOFTWARE REQUIREMENTS
i-online supports Internet Explorer version 5.5 and above, and
Netscape Navigator version 6.0 and above.
C. BENEFITS/FEATURES/CAPABILITIES
- Real time access to data
- Browser Access
- Client can download or view data throughout the day
- Drill down detail on highlighted information
- All standard reports included in addition to financial
statement information
- Integrated technical support
- Customized reports can be created and put on user menu
II. SERVICE DEFINITION
A. SERVICE FUNCTIONS AND DELIVERABLES
The functions and deliverables described below comprise Integrated's
current support of the i-online service.
B. SERVICE INITIATION AND ACCEPTANCE
Upon receipt of authorization by Client for i-online service,
Integrated and the Client will determine detailed business
requirements and agree to a service
25
implementation schedule that includes the service initiation,
installation and acceptance testing.
C. PROFESSIONAL SERVICES AND SUPPORT
Integrated shall provide to Client, during Integrated's normal
business hours, telephone support regarding Client's proper and
authorized use of the latest release of the i-online service that is
generally available to Integrated's i-online Customer base ("Latest
Release"). For any non-support-related assistance or consulting,
Client may contract with Integrated for additional Professional
Services in accordance with the Service Agreement.
i-online PORTFOLIO ACCOUNTING
ASSOCIATED FEES AND EXPENSES
I. SERVICE INITIATION FEE
Client agrees to pay fees as described below for Integrated's i-online
services that will include the following:
1. Basic Product Training up to 16 hours of training
Integrated will provide additional support hours as required at the
Professional Services Rate of $150 per hour. Any necessary additional
support hours must be authorized by the Client in writing prior to
Integrated performing any work. Client shall pay any and all reasonable
travel, lodging, and out-of-pocket expenses incurred by Integrated in
connection with i-online support and training.
II. SERVICE FEES
The following fee tables apply to Integrated's i-online Portfolio Accounting.
SERVICE PRICING
Annual Maintenance including up to 7 $10,000 per year, billed monthly.
customized reports per year
User License $125 per user license per month, billed
monthly.
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III. PROFESSIONAL SERVICES
At Client's request, Integrated will provide to Client consulting
services, custom modification programming, and general support services
relating to i-online Service at the Professional Services hourly rate
provided in this agreement.
IV. ADDITIONAL SERVICES AND CHARGES
Integrated reserves the right to charge for services outside of the range
of normal support services. These services will not be performed until the
Client has provided written authorization to proceed. Such services
considered outside the range of normal support services are: (a)updating
the Client's existing website with i-online hyperlinks, (c) other cases
where it is demonstrated that the problem is not the responsibility of
Integrated.
V. INVOICING
Service fees shall be invoiced effective on the Software Acceptance Date
described in this agreement. Further, payment thereof shall be governed by
the Services Agreement.
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ADDENDUM 2
i-online SHAREHOLDER ACCOUNTING
SERVICE DESCRIPTION DOCUMENT
I. INTRODUCTION
This document is a Service Description regarding Client's use of the
i-online Shareholder Accounting ("i-online"). This document describes the
services and responsibilities, as agreed between Client and Integrated.
A. SERVICE DESCRIPTION
The i-online service provides clients, shareholders, investment
representatives and other authorized users Internet access to
Shareholder Account Information stored on Integrated's Shareholder
Information Database.
B. i-online CUSTOMIZATION
1. At the Client's option, Integrated will use i-online's
Branding Engine to customize the Client's i-online site
according to standard customization options:
a. "LOOK & FEEL" OPTIONS
i. Client Logo
ii. Main Background Colors
iii. Tab Colors
iv. Text Colors
v. Table Colors
b. EMAIL TEXT OPTIONS - i-online allows the Client to
specify the text used for the following systematic
emails:
i. `Forgot Password'
ii. `Registration Confirmation'
iii. `New Statement Notification'
c. LINKS & URL'S - i-online pages will provide hyperlinks
to external web-pages specified by the Client,
including:
i. Fund Home Page
ii. Fund Literature
iii. Technical Support
iv. Customer Support
v. Others as required
d. LEGAL DOCUMENTS & DISCLAIMERS - Integrated has standard
Legal Disclaimers approved by our Legal Department,
however, the Client can choose to use their own language
if desired
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C. USER ROLES
i-online supports various `User Roles' which govern the level of
access given to a particular user.
1. SHAREHOLDER: Shareholders and other Interested Parties. Access
granted to only the accounts they are authorized to view.
Presented to the user with the Client's Custom Branding
scheme.
2. CLIENT: High level access to all accounts within the Client's
Management Company. Presented to the user with Integrated
Branding scheme.
3. CSR (CUSTOMER SERVICE REPRESENTATIVE): Access level designed
for reps to move through the system will no restrictions, and
to emulate a shareholder session in order to provide support.
Presented to the user with the Client's Custom Branding
scheme.
4. DEALER/INVESTMENT PROFESSIONAL: Form Dealer, Branch,
Representative, and other professional intermediaries.
Provides access to shareholder accounts under their particular
jurisdiction. User ID must be confirmed and approved by an
Integrated Administrator.
D. SOFTWARE REQUIREMENTS
i-online supports Internet Explorer version 5.5 and above, and
Netscape Navigator version 6.0 and above.
E. BENEFITS/FEATURES/CAPABILITIES
1. Offers a comprehensive menu of functions, easy access, and an
intuitive graphical interface.
2. Enables users to have access to shareholder information, such
as account profiles, balances, taxes paid, transaction
history, account options, dividend & capital gain information
3. Presentation of Electronic Statements, with the ability to
`opt out' of paper statement delivery and receive electronic
notification of newly available statements
SERVICE DEFINITION
A. SERVICE FUNCTIONS AND DELIVERABLES
The functions and deliverables described below comprise Integrated's
current support of the i-online service.
29
B. SERVICE INITIATION AND ACCEPTANCE
Upon receipt of authorization by Client for i-online service,
Integrated and the Client will determine detailed business
requirements and agree to a service implementation schedule that
includes the service initiation, installation and acceptance
testing.
C. PROFESSIONAL SERVICES AND SUPPORT
Integrated shall provide to Client, during Integrated's normal
business hours, telephone support regarding Client's proper and
authorized use of the latest release of the i-online service that is
generally available to Integrated's i-online Customer base ("Latest
Release"). For any non-support-related assistance or consulting,
Client may contract with Integrated for additional Professional
Services in accordance with the Service Agreement.
i-online SHAREHOLDER ACCOUNTING
ASSOCIATED FEES AND EXPENSES
I. SERVICE INITIATION FEE
Client agrees to pay fees as described below for Integrated's i-online
services that will include the following:
1. Basic Product Training up to 8 hours
Integrated will provide additional support hours as required at the
Professional Services Rate of $150 per hour. Any necessary additional
support hours must be authorized by the Client in writing prior to
Integrated performing any work. Client shall pay any and all reasonable
travel, lodging, and out-of-pocket expenses incurred by Integrated in
connection with i-online support and training.
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II. SERVICE FEES
The following fee tables apply to Integrated's i-online shareholder suite.
PRICING
ELECTRONIC INITIAL ANNUAL CHARGE -
i-online SERVICE DESCRIPTION STATEMENTS BRAND SET-UP BILLED QUARTERLY
---------------- ----------- ---------- ----- ------ ----------------
Client Access Limited Client Access No Integrated $400 $4,000
ELECTRONIC INITIAL ANNUAL CHARGE -
i-online SERVICE DESCRIPTION STATEMENTS BRAND SET-UP BILLED QUARTERLY
---------------- ----------- ---------- ----- ------ ----------------
Inquiry Access for
Investment Investment
Professional Professionals to
Access their customer's Yes Integrated $800 $8,000
accounts.
Yes Client ** $12,000
(Includes "Client Access")
ELECTRONIC INITIAL
i-online SERVICE DESCRIPTION STATEMENTS BRAND SET-UP COST PER ACCOUNT/YEAR
---------------- ----------- ---------- ----- ------ ---------------------
Inquiry Access for
Shareholder Shareholders to
Inquiry their accounts Yes Client **
# TOTAL ACCOUNTS ON RECORD KEEPING SYSTEM
Up to 40,000 ($25,000 minimum) $1.00
Next 40,000 to 80,000 $0.75
Next 80,000 to 160,000 $0.50
(Includes "Investment Professional Access" and "Client Access")
ELECTRONIC INITIAL
i-online SERVICE DESCRIPTION STATEMENTS BRAND SET-UP COST PER ACCOUNT/YEAR
---------------- ----------- ---------- ----- ------ ---------------------
Shareholder
Inquiry & Trade Inquiry Access &
Processing Trade Submission Yes Client **
# TOTAL ACCOUNTS ON RECORD KEEPING SYSTEM
Up to 40,000 ($30,000 minimum) $1.25
Next 40,000 to 80,000 $1.00
Next 80,000 to 160,000 $0.75
** - Integrated will provide pricing for customized site branding upon
Client Request
III. PROFESSIONAL SERVICES
At Client's request, Integrated will provide to Client consulting
services, custom modification programming, and general support services
relating to i-online Service at the Professional Services hourly rate
provided in this agreement.
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IV. ADDITIONAL SERVICES AND CHARGES
Integrated reserves the right to charge for services outside of the range
of normal support services. These services will not be performed until the
Client has provided written authorization to proceed. Such services
considered outside the range of normal support services are: (a) updating
the Client's existing website with i-online hyperlinks, and (b) other
cases where it is demonstrated that the problem is not the responsibility
of Integrated.
V. INVOICING
Service fees shall be invoiced effective on the Software Acceptance Date
described in this agreement. Further, payment thereof shall be governed by the
Services Agreement
32