MUTUAL FUND SERVICES AGREEMENT
Fund Accounting Services
between
DUNHILL INVESTMENT TRUST
and
UNIFIED FUND SERVICES, INC.
FEBRUARY 16, 2001
Exhibit A - Fund Listing
Exhibit B - Fund Accounting Services Description
Exhibit C - Fees and Expenses
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 1
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of February 16, 2001, between
Dunhill Investment Trust, an Ohio business trust ("Fund"), and Unified Fund
Services, Inc., a Texas 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 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 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 C 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 Fund that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Texas;
(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 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 Ohio;
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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. 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 of a Fund authorizing the appointment of Fund
to provide transfer agency services to the Fund;
(b) A Fund's Declaration of Trust;
(c) A Fund's By-Laws;
(d) A Fund's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");
(e) A Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the Securities Act of 1933 and
the 1940 Act, as filed with the SEC;
(f) Copies of the Management Agreement between a Fund and its investment
adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) A Fund's Prospectus and Statement of Additional Information 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 a Fund may enter into from time to time
including securities
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 3
lending agreements, futures and commodities account agreements, brokerage
agreements, and options agreements.
SECTION 5. SERVICES PROVIDED BY UNIFIED.
(a) Unified will provide the following services subject to the control,
direction and supervision of Fund and in compliance with the objectives,
policies and limitations set forth in a Fund's Registration Statement,
Declaration of Trust and By-Laws; applicable laws and regulations; and all
resolutions and policies communicated to Unified by Fund:
(i) Fund Accounting, as described on Exhibit B to this Agreement.
(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 Exhibit B 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 to which the records pertain,
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 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 pursuant to this Agreement,
Fund shall pay Unified monthly fees determined as set forth on Exhibit C to this
Agreement. Such fees are to be billed monthly and shall be due and payable upon
receipt of the invoice. Upon any termination of this Agreement and before the
end of any month, the fee for the part of the month before such termination
shall be equal to the fee normally due for the full monthly period and shall be
payable upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Fund's net assets, the value of the Fund's net assets shall be computed as
required by the Prospectus, generally accepted accounting principles, and
resolutions of the Board of the Fund.
(c) 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. Fund agrees to promptly reimburse Unified for any equipment and
supplies specially ordered for a Fund through Unified and for
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 4
any other expenses not contemplated by this Agreement that Unified may incur on
a Fund's behalf at Fund's request or as consented to by Fund. Such other
expenses to be incurred in the operation of Funds and to be borne by the Funds,
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 a 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; 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.
(d) Fund may request additional services, additional processing, or
special reports. Such requests may be provided by Unified at additional charges.
In this event, 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. 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.
(e) All fees, out-of-pocket expenses, or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
Unified will render, after the close of each month in which services have
been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as publicly announced
by 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 Fund to Unified.
In the event that 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 Fund),
this Agreement may be terminated upon thirty (30) days' written notice to Fund
by Unified. 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 Funds, all records and other information relative to the
Funds' prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to Fund and obtaining approval
in writing from Fund, which approval shall not be unreasonably withheld and may
not be withheld where Unified or its agents may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities. Waivers of confidentiality are
automatically effective without further action by Unified with respect to
Internal Revenue Service levies, subpoenas and similar actions, or with respect
to any request by Fund.
SECTION 8. DUTIES, RESPONSIBILITIES AND LIMITATIONS OF LIABILITY.
(a) In the performance of its duties hereunder, Unified shall be obligated
to exercise due care
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 5
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 Fund and its agents and other service providers which
Unified reasonably believes to be genuine, valid and authorized. Unified shall
also be entitled to consult with and rely on the advice and opinions of outside
legal counsel retained by 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 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. Unified shall indemnify and hold
Fund harmless from and against any and all losses, damages, costs, reasonable
attorney's fees and expenses, payments, expenses and liabilities arising our of
or attributable to willful misfeasance, bad faith or negligence of Unified or
from reckless disregard by Unified of its obligations and duties under this
Agreement
(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 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 Fund, and which have
been prepared or maintained by Fund or any third party on behalf of Fund;
(iii)Fund's refusal or failure to comply with the terms of this Agreement
or 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 Fund hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any person
acting on behalf of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(vi) any delays, inaccuracies, errors in or omissions from data provided to
Unified by data and pricing services;
(vii)the offer or sale of shares by a 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 Fund or a Fund's other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of Fund prior to the effective date of this Agreement; and
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 6
(viii) the compliance by a Fund, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws, rules
and regulations.
SECTION 9. TERMS. This Agreement shall become effective on the date first
herein above written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated with respect to one or more Funds by either
party on at least ninety (90) days' prior written notice. Upon termination of
this Agreement, Fund shall pay to Unified such compensation and any reimbursable
expenses as may be due with respect to the terminating Fund(s) under the terms
hereof as of the date of termination or the date that the provision of services
ceases, whichever is sooner.
Should Fund exercise its right to terminate this Agreement with respect to
one or more Funds, 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
with respect to the terminating Fund(s) for the 30 day period immediately
preceding the termination notice date. In addition, Fund agrees to pay for all
out-of-pocket expenses incurred by Unified in the conversion.
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 Fund. Notwithstanding the
foregoing, any amount owed by 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 this Agreement for any reason, Unified agrees to
provide Fund with complete and accurate fund accounting records and to assist
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 cooperate with the successor mutual fund service provider(s) in the
interpretation of a Fund's account and records;
(b) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and 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 Fund, to:
Xxxxxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxxxx 000
000 Xxxx Xxxx Xxx
Xxxxxxxxxx, Xxxx 00000
Attention: President
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 7
(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 Fund the right to terminate this Agreement.
SECTION 14. USE OF NAME. Fund and Unified agree not to use the other's name
nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
SECTION 15. AMENDMENTS. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought
SECTION 16. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
SECTION 17. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Indiana.
SECTION 18. EXECUTION. This Agreement may be executed by one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one in the same instrument.
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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.
DUNHILL INVESTMENT TRUST
By /s/ Xxxxx X. Xxxxxxxx Date 4-30-01
------------------------------------------- --------------
Print Name: Xxxxx X. Xxxxxxxx
----------------------------------
Title President
----------------------------------------
Attest /s/ Xxxxxx Xxxxxx
---------------------------------------
UNIFIED FUND SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxx Date 4-30-01
------------------------------------------- --------------
Print Name: Xxxxx X. Xxxxxxx
----------------------------------
Title Managing Director & C.E.O.
----------------------------------------
By /s/ Xxxxx X. Xxxxxx Date 4-30-01
------------------------------------------- --------------
Print Name: Xxxxx X. Xxxxxx
----------------------------------
Title Sr. Vice President, C.O.O.
----------------------------------------
Attest /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 9
EXHIBIT A
to
Mutual Fund Services Agreement
List of Funds
-------------
Regional Opportunity Fund, B Shares
Regional Opportunity Fund, C Shares
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 10
EXHIBIT B
to
Mutual Fund Services Agreement
Description of Fund Accounting Services
---------------------------------------
I. General Description
-------------------
Unified shall provide the following accounting services to the Fund:
A. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's Prospectus. Assist Fund
management in making final determinations of distribution amounts.
B. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Fund's status as a regulated investment company
("RIC") under Section 4982 of the Internal revenue Code of 1986, as amended
(the "Code") regarding minimum distribution requirements.
C. Assist the Fund's public accountants or other professionals in preparing
and file Fund's Federal tax return on Form 1120-RIC along with all state
and local tax returns where applicable. Also assist in Preparing and filing
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.
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 11
II. Daily Reports
-------------
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. 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)
Unified Fund Services, Inc. 2/15/01 Dunhill Investment Trust - 12
EXHIBIT C
to
MUTUAL FUND SERVICES AGREEMENT
FUND ACCOUNTING FEE SCHEDULE
STANDARD FEE
------------
0.05% for the first $50 million in average net assets per portfolio and/or share
class per year;
0.04% from $50 million to $100 million in average net assets per portfolio
and/or share class per year;
0.03% over $100 million in average net assets per portfolio and/or share class
per year.
Out of Pocket Fees: Fees charged for outside pricing services and all
accompanying administrative expenditures.
Subject to a $25,000(1) annual minimum per portfolio (one share class) plus
$7,500(1) per additional share class. Fees are billed on a monthly basis.
(1) Discount based on average net assets per portfolio and/or share
class:
$0 - 8.5 Million 30%
$8.5 - 10 Million 20%
$10 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
SYSTEMS PROGRAMMING LABOR CHARGES
---------------------------------
System Support Representatives $100.00/hour
Programmers, Consultants or
Department Heads $125.00/hour
Officers $150.00/hour
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.
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