MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
and
Fund Accounting Services
between
TRUST FOR INVESTMENT MANAGERS
and
UNIFIED FUND SERVICES, INC.
DATED: _______________________
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fund Accounting Services Description
Exhibit D - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of __________________, between the
Xxxxxxxxxxx.xxx, Trust a Massachusetts 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 Massachusetts;
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(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.
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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) TRANSFER AGENCY, as described on Exhibit B to this Agreement.
(ii) FUND ACCOUNTING, 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
dividend income and distribute 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
before the end of any month, the fee for the part of the month before such
termination shall be prorated with respect 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
4
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. Except
as set forth in the next paragraph, 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 Firstar 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
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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, valid subpoenas, Securities and
Exchange Commission requests for information 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 in good faith 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 or employee of Unified, who may be or become an
officer, trustee, partner or employee 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 or employee 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 actions 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, in good faith
reasonably believed to be genuinewhich 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;
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(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions in good faith reasonably believed to be duly
authorized, or requests of the;
(vii) any delays, inaccuracies, errors in or omissions from data provided
to Unified by data and pricing services approved by the trustees of the Fund or
retained with reasonable care by Unified and believed to be accurate;
(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 written agreement between the parties hereto. 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. This Agreement shall continue in
effect from year to year, subject to the termination provisions and all other
terms and conditions thereof, so long as such continuation shall be specifically
approved at least annually by (i) the Board of Trustees or by vote of a majority
of the outstanding voting securities of each series of the Fund and, (ii) by the
vote, cast in person at a meeting called for the purpose of voting on such
approval of a majority of the Trustees of the Fund who are not parties to this
Agreement or interested persons of any such part, 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 30 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;
7
(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:
Trust for Investment Managers
0000 X. Xxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Attention: 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.
Unified will maintain adequate back-up facilities and will give the Fund access
to these facilities comparable to that provided to other Unified clients. If
Unified is unable to perform its services for a reasonable time not to exceed
(7) days, the Fund may terminate this Agreement not withstanding the provisions
of Section 9.
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.
8
SECTION 15. Definition of Terms. 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 interpretation 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 validly issued pursuant to the
1940 Act. Specifically, the terms by a vote of a majority of the outstanding
voting securities, interested persons, assignment, and affiliated person, shall
have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
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.
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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.
TRUST FOR INVESTMENT MANAGERS
By Date
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Print Name:
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Title
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Attest
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UNIFIED FUND SERVICES, INC.
By Date
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Print Name:
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Title
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Attest
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By Date
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Print Name:
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Title
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Attest
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10
EXHIBIT A
to
Mutual Fund Services Agreement
LIST OF PORTFOLIOS
Community Intelligence Fund
Market Leaders Fund
Pure Play Internet Fund
11
EXHIBIT B
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, email (when applicable),
phone number (if provided) 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 Internet or wire 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
12
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 books. 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.
K. Support any automatic purchase or withdrawal plans, as described in the
Fund's registration statement.
L. Effect any transfers required by state laws of escheatment.
13
EXHIBIT C
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
14
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)
15
EXHIBIT D
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of the Transfer Agency contract.
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 Fee(1) is $18.00 for money market funds and $15.00 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 $9,000(2)
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 $.50 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.
(1) The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling,
shipping, statement microfiche copies and 800 number access to
Unified's shareholder services group.
(2) Discount based on total fund assets:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
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 $200.00 per day minimum
fee/rerun charge when the nightly processing has to be repeated due to
incorrect NAV or dividend information received from the Portfolio Pricing
Agent due to incorrect or untimely information provided by an Advisor or
its 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.
16
-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 -Holdings by Account Type
-12b-1 Disbursement Summary -Posting Details
-Dealer Commission Report -Posting Summary
-Dealer Commission Summary Report -Settlement Summary
-Exchange Activity Report -Tax Register
-Fees Paid Summary Report -Transactions Journal
-Fund Accrual Details
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
-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
17
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% from $100 million to $300 million in total fund assets;
0.01% over $300 million in total fund assets.
Out of Pocket Fees: Fees charged for outside pricing services and all
accompanying administrative expenditures.
Subject to a $18,000(1) annual minimum per fund (one portfolio/one share
class) plus $7,500(1) 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 group
---------------
-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
REPRICING CHARGES
For incorrect or untimely information provided by an Advisor or its Agent,
Unified will charge $200.00 per day for each day that a portfolio is
repriced.
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.
