MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
Clarion CMBS Value Fund, Inc.
and
Unified Fund Services, Inc.
April 25, 2001
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fees and Expenses
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MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of April 25, 2001, between Clarion
CMBS Value Fund, Inc., a Maryland corporation (the "Fund"), as defined below,
and Unified Fund Services, Inc., a Texas corporation ("Unified").
WITNESSETH:
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 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 services for the Fund, subject to the supervision of the Board of
Directors 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 and/or class established by the Fund. Each new
Portfolio and/or class 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 and/or class in writing by the Fund
and Unified at the xxx e of the addition of the new Portfolio and/or class.
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 Texas;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and ByLaws 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:
2/9/01 2
(a) the Fund is a business trust duly organized and existing under the laws
of the State of Maryland;
(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 reasonably 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 services to the Fund and approving this
Agreement;
(b) The Fund's Articles of Incoporation;
(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 Statement of Additional Information relating to all
Portfolios and all amendments and supplements thereto (such Prospectus and
Statement of Additional Information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration
2/9/01 3
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) Dividend Disbursing. Unified will serve as the Fund's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. The Fund will advise
Unified in advance of the declaration of any dividend or distribution and the
record and payable date thereof. Unified will, on or before the payment date of
any such dividend or distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or distribution payable in
cash, and on or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account. Such shareholders 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 Exhibit B 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, on behalf of each Portfolio, 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
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers
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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
Portfolio 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, on behalf of each Portfolio to promptly
reimburse Unified for any equipment and supplies specially ordered by or for the
relevant Portfolio or Portfolios through Unified and for any other expenses not
contemplated by this Agreement that Unified may incur on a Portfolio's behalf at
the Fund's request or as consented to by the Fund. Such other expenses to be
incurred in the operation of a Portfolio and to be borne by the relevant
Portfolio (or some other party other than Unified or its affiliates), 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 Portfolio's investment adviser or
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other cha rges; 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
Portfolio; 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.
(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 for each Portfolio reflecting all of the charges for
such month. Charges remaining unpaid after thirty (30) days, other than such
charges as may be disputed in good faith by the Portfolio, 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 a Portfolio 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
Portfolio), this Agreement may be terminated with respect to the Portfolio or
the Fund upon thirty (30) days' written notice to the Fund by Unified. The Fund
must notify Unified in writing of any contested amounts within thirty (30) days
of receipt of a billing for such amounts. Disputed amounts are not due and
payable while they are being investigated.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to the Fund and obtaining
approval in writing from the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the service agent may be exposed to civil
or criminal contempt proceedings
2/9/01 5
for failure to comply, when requested to divulge such information by duly
constituted authorities. Waivers of confidentiality are automatically effective
without further action by Unified with respect to Internal Revenue Service
levies, subpoenas and similar actions, or with respect to any request by the
Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
(a) In the performance of its duties hereunder, Unified shall be obligated
to exercise due care and diligence, and to act in good faith. 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 officers and
Directors, investors, agents and the Custodian or other service providers which
Unified reasonably believe 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 a Portfolio, in connection with the
matters to which this Agreement relates, except for a loss or expense caused by
or resulting from willful misfeasance, bad faith or negligence on Unified's part
in the performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement. Any person, even though also an
officer, director, partner, employee or agent of Unified, who may be or become
an officer, director, partner, employee or agent of the Fund, shall be deemed
when rendering services to the Fund or acting on any business of the Fund (other
than services or business in connection with Unified's duties hereunder) to be
rendering such services to or acting solely for relevant Portfolio and not as an
officer, director, partner, employee or agent or person under the control or
direction of Unified even though paid by Unified.
(c) Except for a loss or expense 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 relevant Portfolio
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 or a
Portfolio, and which have been prepared or maintained by the Fund or a Portfolio
or any third party on behalf of the Fund or a Portfolio;
(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 by such shareholder in a manner
consistent with applicable state and Federal laws;
(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized, or
requests of the;
(vii) any delays, inaccuracies, errors in or omissions from data provided
to Unified by data and
2/9/01 6
pricing services;
(viii) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from activities,
actions, or omissions by a Portfolio 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 or a Portfolio prior to the effective date of this Agreement;
and
(ix) the compliance by each Portfolio, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws, rules
and regulations.
Section 9. Terms. This Agreement shall become effective on the date first
herein above written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety (90)
days' prior written notice. Upon termination of this Agreement, the Fund shall
pay to Unified, on behalf of each Portfolio, 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 60 day period
immediately preceding the termination notice date. In addition, the Fund agrees,
on behalf of each Portfolio, 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 on behalf of a Portfolio 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 records and to
assist the Fund in the orderly transfer of accounts and records. Without
limiting the generality of the foregoing, Unified agrees upon termination of
this Agreement:
(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing the Fund's accounts and records together with such record
layouts and additional information as may be necessary to enable the successor
mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in the
interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder shall be
in writing and shall be
2/9/01 7
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:
Clarion CMBS Value Fund, Inc.
000 Xxxxxxx Xxxxxx, 0(xx) Xxxxx
Xxx Xxxx, Xxx Xxxx 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.
Section 14. Use of 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
sales literature or other printed material (other than the Prospectus and the
Registration Statement) 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.
2/9/01 8
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.
2/9/01 9
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.
CLARION CMBS VALUE FUND, INC.
By________________________________ Date________________
Print Name: ________________
Title_______________________
Attest______________________
UNIFIED FUND SERVICES, INC.
By________________________________ Date________________
Print Name: ________________
Title_______________________
By________________________________ Date________________
Print Name: ________________
Title_______________________
Attest______________________
2/9/01 10
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Clarion CMBS Value Fund, Inc., Class A
Clarion CMBS Value Fund, Inc., Class X
2/9/01 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 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 registration statement 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. The Fund, however will be responsible for the
collection of any aged receivables as a result of shareholder purchases.
D. Redemption Orders. Receive and stamp with the date of receipt all
requests for redemptions or repurchase of shares, and process redemptions
and repurchase requests as follows: (i) if such 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 request
for redemption or repurchase does not comply with applicable standards,
Unified shall promptly notify the investor of such fact, together with
the reason therefore, and shall effect such redemption at the Fund's
price next determined after rec eipt of documents complying with said
standards, or, at such other time as the Fund shall so direct.
2/9/01 12
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
registration statement. 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 affect a transfer of shares, Unified will register such transfer
on the Fund's shareholder records maintained by Unified pursuant to
instructions received from the transferor.
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. 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.
I. 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 by Unified and the Fund.
2/9/01 13
EXHIBIT C
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
$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 $16.00 for equity/bond
funds per active Shareholder Account per year with a minimum fee(2) per
portfolio and/or share classes per year. 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) Minimum fee based on the number of Active Shareholder Accounts:
1-5 accounts $500.00 per month
6-10 accounts $750.00 per month
11 accounts or greater $1,250.00 per month
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
2/9/01 14
-Prepare Shareholder meeting lists
-Process one proxy per year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm all transactions as provided by the terms of each Shareholder's
account
-Provide a system which will enable Fund to monitor the total number of
Shares sold in each state. System has capability to halt sales and warn of
potential oversell. (Blue Sky Reports)
-Determine/Identify lost Shareholder accounts
IV Standard Reports Available
-12b-1 Disbursement Report -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 $250 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
-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 $0.15/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $25.00 fixed charge per processing
$0.02 per proxy tabulated
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