UNIFIED FUND SERVICES, INC.
000 XXXXX XXXXXXXXXXXX XXXXXX
XXXXXXXXXXXX, XXXXXXX 00000
000-000-0000
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the broker/dealer or other financial
institution executing this Agreement ("Provider") and Unified Fund Services,
Inc. ("Unified") on behalf of The Unified Funds (the "Funds"), for which Unified
administers a Shareholder Services Plan ("the Plan") and which have approved
this form of Agreement. In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
Section 1. Unified hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or the maintenance
of accounts of shareholders of the Funds ("Services"). Provider agrees to
provide Services which, in its best judgment, are necessary or desirable for its
customers who are investors in the Funds. Provider further agrees to provide
Unified, upon request, a written description of the Services which Provider is
providing hereunder.
Section 2. During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to the Provider
pursuant to this Agreement. The fee schedule for Provider may be changed by
Unified sending a new fee schedule to Provider pursuant to Section 9 of this
Agreement. For the payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the fee on the basis of
the number of days that this Agreement is in effect during the quarter. Provider
represents that the fees received pursuant to this Agreement will be disclosed
to its customers, will be authorized by its customers, and will not result in an
excessive fee to the Provider. Under no circumstances shall the fees to the
Provider exceed the fees received by Unified from the Funds under the Plan.
Section 3. The Provider understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from receiving
shareholder service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested. To date, the Department of
Labor has not issued any exemptive order or advisory opinion that would exempt
fiduciaries from this interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing discretionary
assets in any fund pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and conflict of interest
and could subject the fiduciary to substantial penalties.
Section 4. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management of the
Fund, unless a court of competent jurisdiction shall have determined that the
conduct of a majority of the Board of Trustees of the Trust constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties.
This Section 4 will survive the term of this Agreement.
Section 5. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one year if
the form of this Agreement is approved at least annually by the Board of
Trustees of the Trust, including a majority of the members of the Board of
Trustees who are not "interest persons" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of the Trust and have no direct or
indirect financial interest in the operation of the Plan or in any related
documents to the Plan ("Qualified Trustees"), cast in person at a meeting called
for that purpose.
Section 6. Notwithstanding Section 5 above, this Agreement may be
terminated with respect to any Fund as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Qualified Trustees or by a vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act of 1940, the "Act")
of such Fund on not more than 60 days' written notice to the parties to this
Agreement; (b) automatically in the event of the Agreement's assignment (as
defined in the Act); or (c) by either party to the Agreement without cause by
giving the other party at least 60 days' written notice of its intention to
terminate.
Section 7. The Provider agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of the
Internal Revenue Code of 1986, as amended, and any applicable Treasury
regulations, and to provide the Trust or its designee with timely written notice
of any failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
Section 8. This Agreement supersedes any prior service agreements
between the parties with respect to the Fund.
Section 9. This Agreement may be amended by Unified from time to time
by the following procedure. Unified will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not object to the
amendment within 30 days after its receipt, the amendment will become part of
the Agreement. The Provider's objection must be in writing and be received by
Unified within such 30-day period.
Section 10. The Provider acknowledges and agrees that Unified has
entered into this Agreement solely in the capacity of agent for the Funds and
administrator of the Plan. The Provider agrees not to claim that Unified is
liable for any responsibilities or amounts due by the Funds hereunder.
Section 11. This Agreement shall be construed in accordance with the
laws of the State of Indiana, without regard to the conflicts of laws principles
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized signatories designated below as of the date
set forth below.
Provider: ______________________________________________
Broker Dealer Tax I.D. #: _________________________________
Address: ______________________________________________
City: _________________________________________________
State: _______________________ Zip Code: _______________
Dated:_______________________
By:
---------------------------------------------------
Authorized Signatory
Name: ________________________________________________
Printed
Title: ________________________________________________
UNIFIED FUND SERVICES, INC.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
By: __________________________________________________
Name: ________________________________________________
Title: _________________________________________________
Date:
By: __________________________________________________
Name: ________________________________________________
Title: _________________________________________________
Date:
EXHIBIT A
to
Shareholder Services Agreement
Funds covered by this Agreement:
The Starwood Strategic Fund
The Xxxxxxx Fund
The First Lexington Balanced Fund
The Taxable Money Market Fund
Shareholder Service Fees:
1. During the term of this Agreement, the Funds will pay Provider a
monthly fee. This fee will be computed at the annual rate of 0.15% of the
average net asset value of shares of the Funds held during the month in accounts
for which the Provider provides Services under this Agreement, so long as the
average net asset value of shares in the Funds during the month equals or
exceeds such minimum amount as the Funds shall from time to time determine and
communicate in writing to the Provider.
2. For the monthly period in which the Shareholder Services Agreement
becomes effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in effect
during the month.
