Exhibit 22(h)
MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
XXXXX FUND, INC.
and
UNIFIED FUND SERVICES, INC.
October 18, 2004
Exhibit A Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Anti-Money Laundering Services
Exhibit D - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of October 18,
2004, between the Xxxxx Fund, Inc., a Maryland business
trust (the "Fund"), and Unified Fund Services, Inc., a
Delaware 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 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 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 Delaware;
(b) Unified is empowered under applicable laws and by its
Certificate 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 corporation duly organized and existing
under the laws of the State of Maryland;
(b) the Fund is empowered under applicable laws and
by its Articles of Incorporation and By-Laws to enter into
and perform this Agreement, and the Fund and its Board have
taken all requisite proceedings and actions 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 and Other Materials.
(a) 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 require to properly discharge its duties. Such
documents may include, but are not limited to, the
following:
(i) resolutions of the Board authorizing the
appointment of Unified to provide certain transfer agency
services to the Fund and approving this Agreement;
(ii) the Fund's Articles of Incorporation;
(iii) the Fund's By-Laws, anti-money laundering
policies;
(iv) the Fund's Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and
Exchange Commission ("SEC");
(v) 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;
(vi) copies of the Management Agreement between the
Fund and its investment advisor (the "Advisory Agreement"),
and copies of the advisor's errors and omissions and
directors' and officers' insurance policies;
(vii) opinions of counsel and auditors reports;
(viii) 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
(ix) 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, and the Fund's
errors and omissions and directors' and officers' insurance
policies.
(b) The Fund shall cause to be turned over to Unified
copies of all records of, and supporting documentation
relating to, its accounts (including account applications
and related documents, records of dividend distributions,
NAV calculations, tax reports and returns, and receivables
and payables) for all Portfolios and matters for which
Unified is responsible hereunder, together with such other
records relating to such Portfolios and matters as may be
helpful or necessary to Unified's delivery of services
hereunder, including copies of litigation, regulatory
inquiries or investigations, or other litigation involving
the Fund during the three years preceding the date of this
Agreement. Such records and documentation shall be in
electronic format to the extent practicable. The Fund also
shall cause to be delivered to Unified reconciliations (as
of the date Unified begins providing services hereunder) of
the Fund's outstanding shares, securities and cash held by
the Fund, checking accounts, outstanding redemption checks
and related accounts, tax payments and backup withholding
accounts, and any other demand deposit accounts or other
property held or owned by the Fund. The parties acknowledge
that Unified will rely on these reconciliations (and other
balances provided by Unified's predecessor) as opening
balances for the performance of its services.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services
subject to the direction and supervision of the Fund's
Board, and in compliance with the objectives, policies and
limitations set forth in the Fund's Registration Statement,
Articles of Incorporation and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by
the Board, and further subject to Unified's policies and
procedures as in effect from time to time:
(i) Transfer Agency Services, as described on
Exhibit B to this Agreement. In connection with such
services, Unified is hereby granted such power and
authority as may be necessary to establish one or more
bank accounts for the Fund as may be necessary or
appropriate from time to time in connection with the
services performed by Unified. The Fund shall be deemed
to be the customer of such bank or banks for purposes of
this Agreement. To the extent that the performance of
such service hereunder shall require Unified to disburse
amounts from such accounts in payment of dividends,
redemption proceeds or for other purposes, the Fund
shall provide such bank or banks with all instructions
and authorizations necessary, if any, for Unified to
effect such disbursements. The Fund shall cause any
predecessor banks to provide Unified with such records
as may be helpful or necessary in connection with the
services provided by Unified under this Agreement.
(ii) Unified AML Program Services, as described on
Exhibit C to this Agreement. Unified formulates,
maintains and uniformly administers policies and
procedures (as amended from time to time, the "Unified
AML Program") that are reasonably designed to ensure
compliance with the USA Patriot Act of 2002, the Bank
Secrecy Act of 1970, the Customer Identification Program
rules jointly adopted by the SEC and U.S. Treasury
Department, and other applicable regulations adopted
thereunder (collectively, the "Applicable AML Laws").
Unified has provided the Fund with a copy of the Unified
AML Program documents, and will provide the Fund with
all amendments thereto. The Fund hereby delegates to
Unified its obligation to identify and verify its
customers and its obligations to perform those anti-
money laundering and other services set forth in Exhibit
C to this Agreement, in each case with regard to those
shareholder accounts maintained by Unified pursuant to
this Agreement. Unified accepts the foregoing
delegation and agrees to perform the duties set forth on
Exhibit C in accordance with the Unified AML Program.
The Fund acknowledges and agrees that, notwithstanding
such delegation, the Fund maintains full responsibility
for ensuring its compliance with Applicable AML Laws
and, therefore, must monitor the operation and
effectiveness of the Unified AML Program.
(iii) 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 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 (or
required by policies described in) Exhibits B and C and
as Unified, in its sole discretion, 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 to
the SEC for inspection in accordance with such Section
and rules. Subject to the provisions of Section 9
hereof, Unified further agrees to surrender promptly to
the Fund upon its request 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
on a monthly basis those fees determined as set forth on
Exhibit D to this Agreement. The fees set forth on Exhibit
D may be adjusted from time to time by agreement of the
parties. 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 equal to the fee normally due for
the full monthly period and shall be payable, without
setoff, 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. Except as
otherwise expressly provided in this Agreement, 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. If any such
person or persons are employed or designated as officers by
both Unified and the Fund, Unified shall be responsible for
the compensation of such person (including travel and other
expenses) in their capacity as an employee or officer of
Unified, and the Fund shall be responsible for the
compensation of such person (including travel and other
expenses) in their capacity as an employee or officer of the
Fund. If Unified gives permission to one or more of its
employees or officers to act as an employee, officer or
other agent of the Fund, Unified shall not be responsible
for any action or omission of any such person(s) while such
person is rendering or deemed to be rendering services to
the Fund or acting on business of the Fund.
(d) Unified will bear all of its own expenses incurred by
reason of its performance of the services required under
this Agreement, except as otherwise expressly provided in
this Agreement. 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 Unified's affiliates; 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, errors
and omissions and directors and officers premiums; auditing
and legal expenses; any fund accounting and administration
related 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 costs of
shareholders' reports and proxy statements and materials;
costs and expenses 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. Additional services,
including third party services, generally will be charged at
Unified's standard rates or at such other rate as agreed by
the parties. The parties acknowledge that the Fund is under
no obligation to avail itself of third party services
through Unified, and is free to choose its own service
provider, so long as such choice does not cause additional
work on Unified's part.
(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. No
fees, out-of-pocket expenses or other charges set forth in
this Agreement shall be subject to setoff.
Unified will render, after the close of each month in
which services have been furnished, a statement reflecting
the charges for such month. Charges remaining unpaid after
thirty (30) days shall bear interest at the rate of 1.5% per
month (including specific amounts which are contested in
good faith by the Fund as provided in the next paragraph,
unless such amounts prove not to be payable), and all costs
and expenses of effecting collection of any such charges and
interest, 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 are contested in good faith by the Fund as provided
below), 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,
and the notice shall contain a description of the grounds
for the objection sufficient to permit an investigation and
determination of its accuracy. Amounts contested in good
faith in writing within such 30-day period are not due and
payable while they are being investigated; uncontested
amounts remain due and payable.
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, rights 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.
Waivers of confidentiality are not necessary (and are deemed
given) for use of such information for any purpose in the
course of performance of Unified's responsibilities, duties
and rights hereunder, when Unified may be exposed to civil
or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, with respect to Internal Revenue Service
levies, subpoenas and similar actions, and with respect to
any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of
Liability.
(a) The parties agree that this Agreement is a
contract for services, and Unified accepts the duties
imposed upon it by this Agreement. Unified shall be liable
to the Fund in accordance with the laws of the State of
Indiana for any breach by Unified of the duties imposed upon
it by this Agreement.
(b) Neither Unified nor any of its officers, directors,
partners, employees, shareholders or agents (collectively,
the "Unified Parties") shall have any duty to the Fund to
discover or attempt to discover any error or mistake
(including any continuing error) that occurred or began
prior to the date Unified commences performing services
hereunder, and Unified is entitled to rely upon, assume the
accuracy of, and maintain, continue and carry forward the
classifications, conventions, treatments, entries, balances,
practices and all other work product and other data of its
predecessor service providers; provided, however, that
Unified shall promptly notify the Fund of any errors of its
predecessors that it discovers, and the Fund and Unified
shall at that time determine how to proceed. Unified shall
be entitled to receive, and the Fund shall cause it to
receive, the work product of its predecessor service
providers.
(c) In performing its services hereunder, Unified shall
be entitled to rely on any oral or written instructions,
advice, notices or other communications, information,
records and documents (collectively, "Fund Information")
from the Fund, its custodian, officers and directors,
investors, brokers, investment advisors, agents, legal
counsel, auditor and other service providers, including
predecessor service providers (excluding in each case, the
Unified Parties) (the Fund, collectively with such persons
other than the Unified Parties, "Fund Representatives"),
which Unified reasonably believes to be genuine, valid and
authorized. Unified also shall be entitled to consult with
and rely on the advice and opinions of the Fund's auditor
and of outside legal counsel retained by the Fund, as may be
reasonably necessary or appropriate in Unified's sole
judgment, as well as other Fund Representatives, in each
case at the expense of the Fund. For all purposes of this
Agreement, any person who is an officer, director, partner,
employee or agent of a Unified Party, and who is also 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 to be acting solely in
such person's capacity as an officer, director, partner,
employee or agent of the Fund, and shall be deemed when
rendering services in fulfillment of Unified's duties
hereunder to be acting solely in such person's capacity as
an officer, director, partner, employee or agent of Unified.
(d) Notwithstanding any other provision of this
Agreement, the Fund agrees to defend, indemnify and hold
Unified and the other Unified Parties harmless from all
demands, claims, causes or other actions or proceedings of
any nature or kind whatsoever (collectively, "Claims"),
expenses, liabilities, debts, costs, losses, reasonable
attorneys' fees and expenses, payments, and damages of every
nature or kind whatsoever (collectively, "Damages") arising
directly or indirectly out of or in connection with:
(i) the reliance on or use by the Unified Parties of
Fund Information which is furnished to any of the
Unified Parties by or on behalf of any of the Fund
Representatives, including the reliance by Unified upon
the historical accounting records and other records of
the Fund;
(ii) any delays, inaccuracies, errors or omissions in
or arising out of or attributable to Fund Information
which is furnished to any of the Unified Parties by or
on behalf of any of the Fund Representatives or to the
untimely provision to Unified of such Fund Information;
(iii) the taping or other form of recording of
telephone conversations or other forms of electronic
communications with investment advisors, brokers,
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;
(iv) the reliance on or the carrying out by Unified
or its officers or agents of any instructions reasonably
believed to be duly authorized, or requests of the Fund,
or recognition by Unified of any share certificates that
are reasonably believed to bear the proper signatures of
the officers of the Fund and the proper countersignature
of any transfer agent or registrar of the Fund;
(v) any delays, inaccuracy, errors or omissions in or
arising out of or attributable to data or information
provided to Unified by data or any other third party
services, including but not limited to escheatment and
lost account services, and/or the selection of any
service provider, regardless of whether the Fund hires
such services itself or instead chooses to utilize the
service through Unified;
(vi) 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 other instrumentality, 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 or instrumentality (1) resulting from activities,
actions or omissions by Fund Representatives, or (2)
existing or arising out of activities, actions or
omissions by or on behalf of the Fund Representatives
prior to the earlier of (x) the effective date of this
Agreement and (y) the effective date of an agreement
between the parties hereto with respect to the subject
matter hereof that was in effect prior to the effective
date of this Agreement;
(vii) the noncompliance by the Fund, its
investment advisor(s) and/or its distributor with
applicable securities, tax, commodities and other laws,
rules and regulations;
(viii) any Claim asserted by any current or former
shareholder of the Fund, or on such shareholder's behalf
or derivatively by any representative, estate, heir or
legatee, agent or other person, in connection with the
holding, purchase or sale of shares of the Fund; and
(ix) with the exception of any Claim for breach of
contract arising out of this Agreement, any Claim taken
by or on behalf of the Fund against any of the Unified
Parties that arises directly or indirectly in connection
with this Agreement, or directly or indirectly out of a
Unified Party's actions (or failure to act) in
connection with this Agreement.
(e) In any case in which the Fund may be asked to
indemnify or hold any Unified Party harmless, the Unified
Party will notify the Fund promptly after identifying any
circumstance that it believes presents or appears likely to
present a demand for indemnification against the Fund and
shall keep the Fund advised with respect to all material
developments concerning such Claim; provided, however, that
the failure to do so shall not prevent recovery by the
Unified Party unless such failure causes actual material
harm to the Fund. For so long as indemnification payments
due under this subparagraph are made to the Unified Party
when due, the Unified Party will not confess, compromise or
settle any Claim as to which the Fund Party will be asked to
provide indemnification, except with the Fund's prior
written consent, which consent shall not be unreasonably
withheld; provided, however, that the Unified Party shall be
entitled to confess, compromise or settle any such Claim in
connection with which indemnification payments due under
this subparagraph have not been made to such Unified Party
when due. Any payments under this subparagraph shall be due
upon presentment of substantiation that payment is due from
the Unified Party on the item of indemnified Damage
(including attorney's fees), and shall bear interest at the
rate of 1.5% per month from the date of presentment, plus
all costs and expenses of effecting collection of any such
payment and interest, including reasonable attorney's fees.
(f) Each of the Unified Parties, on the one hand, and the
Fund, on the other hand, shall have the duty to mitigate
Damages for which the other party may become responsible at
law and/or in connection with this Agreement. This duty
shall include giving such other party every reasonable
opportunity to correct or ameliorate any error or other
circumstance that caused, resulted in or increased such
Damages, and every reasonable opportunity to assist in such
mitigation. The parties acknowledge that the proper
accounting, tax or other treatment of an event or matter can
be susceptible to differing opinions among reputable
practitioners of appropriate expertise, both as to events
and transactions that are complete and as to the most
efficient remediation of events and transactions that have
resulted or may result in Damages. It is the intention of
the parties that events and transactions be treated and
reported in a legitimate manner that gives rise to the
smallest amount of Damages, and that any remediation or
corrective action selected be that which gives rise to the
smallest amount of Damages. Accordingly and notwithstanding
any other provision of this Agreement, as to any matter
where any portion of Damages arises in connection with (or
is determined by reference to, or caused or increased by)
the accounting or tax treatment of such matter, no recovery
for any amount of Damages in connection with such matter
shall be had by any party to (or beneficiary of) this
Agreement if an alternative characterization, manner of
treatment, reporting or remediation of such item or amount
(that tends to mitigate such Damages) is or was possible and
such alternative is or was, in the written opinion of any
reputable practitioner of appropriate expertise, more likely
than not a proper alternative (such opinion to be rendered
in customary form, subject to customary assumptions and
representations); provided however, that the provisions of
this sentence shall not apply and recovery of such Damages
will not be precluded if and only if (i) the person seeking
or who may have sought to recover Damages (the "Damaged
Party") provided the party against whom recovery is or may
have been sought (the "Potentially Responsible Party")
written notice bearing the bold heading "Notice of Potential
Claim for Damages," identifying this Agreement, and
describing the nature of the potential Claim and the subject
matter of the required opinion, (ii) such notice is sent by
certified mail and actually delivered to the Potentially
Responsible Party within fourteen (14) days after the
Damaged Party first discovers the alleged error, (iii) the
Damaged Party fully and promptly cooperates in the attempts
of the Potentially Responsible Party to obtain such an
opinion, and (iv) no such opinion is obtained within sixty
(60) days after delivery of such notice; and provided
further, if such an opinion is obtained on or before the end
of the 60-day period described above, recoverable Damages
shall be limited to those that would be recoverable if such
alternative characterization, manner of treatment, reporting
or remediation were implemented. If an opinion described in
the preceding sentence is obtained by the Potentially
Responsible Party, the Damaged Party shall bear the cost of
such opinion.
(g) NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, IN NO EVENT SHALL ANY UNIFIED PARTY BE LIABLE
UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT, EACH OF WHICH DAMAGES IS
HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE. NOTWITHSTANDING ANY
OTHER PROVISION IN THIS AGREEMENT, THE CUMULATIVE LIABILITY
OF THE UNIFIED PARTIES FOR DAMAGES THAT ARISE DIRECTLY OR
INDIRECTLY IN CONNECTION WITH THIS AGREEMENT, OR THAT ARISE
DIRECTLY OR INDIRECTLY OUT OF A UNIFIED PARTY'S ACTIONS (OR
FAILURE TO ACT) IN CONNECTION WITH THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT
EXCEED THE LESSER OF (i) $1,000,000.00 AND (ii) THE FEES
EARNED BY UNIFIED DURING THE 24-MONTH PERIOD IMMEDIATELY
PRIOR TO THE DATE SUCH DAMAGES WERE INCURRED. THE FUND
UNDERSTANDS THIS LIMITATION UPON THE UNIFIED PARTIES'
DAMAGES TO BE A REASONABLE ALLOCATION OF RISKS (BOTH
INSURABLE AND OTHER RISKS), AND FUND EXPRESSLY CONSENTS TO
SUCH ALLOCATION OF RISK. THE FUND AND THE UNIFIED PARTIES
AGREE THAT DAMAGES LIMITATIONS AND INDEMNIFICATIONS SET
FORTH IN THIS SECTION 8 SHALL APPLY TO ANY ALTERNATIVE
REMEDY ORDERED BY AN ARBITRATION PANEL, COURT OR OTHER TRIER
OF FACT IN THE EVENT ANY TRIER OF FACT DETERMINES THAT THE
EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT FAILS OF ITS
ESSENTIAL PURPOSE.
(h) Except for remedies that cannot be waived as a matter
of law and injunctive relief, the remedies provided in this
Section 8 shall be the Fund's sole and exclusive remedies
for Claims and Damages that arise directly or indirectly in
connection with this Agreement, or directly or indirectly
out of a Unified Party's actions (or failure to act) in
connection with this Agreement.
Section 9. Term. 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. With
the sole exception of the 30-day termination described in
Section 6(f) the and 90-day termination provided in this
Section 9, no other event (including any purported or actual
breach) shall result in termination of this Agreement, and
the date of termination shall be the earlier of the last day
of the applicable notice period and the date of any merger,
liquidation of the Fund or other transaction of the Fund
whereunder Unified does not provide services to the
surviving entity, if any, under this Agreement. On the date
of termination, the Fund shall pay to Unified all fees,
compensation and other charges as shall be accrued or due
(or would accrue and become due) under the terms of this
Agreement through the last day of the applicable notice
period. Unified shall cease providing services upon the
date of termination, except as otherwise provided in this
Section 9.
On the date of termination,, the Fund agrees to pay
termination/conversion fees simultaneous with the transfer
of all Fund records to the Fund or to the successor mutual
fund service provider(s), 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 Fund or the successor
mutual fund service provider, the closing of Unified's
records (and/or services related to the liquidation or other
transaction), and other services related to termination of
Unified's services. Such fee shall not be subject to any
setoffs of any nature. In addition, the Fund agrees to pay
for all conversion tape set-up fees, test conversion
preparation and processing fees and final conversion fees,
none of which shall be subject to any setoff.
On the date of termination and upon payment of all
amounts due and payable under this Agreement without setoff
(excluding only those amounts not then due and payable under
Section 6(f); provided, however, that the
termination/conversion fees described in this Section 9
shall be paid without setoff notwithstanding any dispute),
Unified agrees to provide the Fund with the complete
transfer agency records in its possession and to assist the
Fund in the orderly transfer of accounts and records.
Without limiting the generality of the foregoing, subject to
the preceding sentence, Unified agrees that upon termination
of this Agreement:
(a) to deliver to the Fund or to the successor
mutual fund service provider(s), computer media containing
the Fund's accounts and records together with such record
layouts and additional information as may reasonably be
necessary to enable the successor mutual fund service
provider(s) to utilize the information therein;
(b) to reasonably 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 deemed to have
been given and effective when delivered in person or by
certified mail, return receipt requested, at the following
address (or such other address as a party may specify by
notice to the other):
(a) If to the Fund, to:
Xxxxx Fund, Inc.
c/o Xxxxx and Company, Inc.
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Notice also shall be deemed given and effective upon
receipt by any party or other person at the preceding
address (or such other address as a party may specify by
notice to the other) if sent by regular mail, private
messenger, courier service, telex, facsimile, or otherwise,
if such notice bears on its first page in 14 point (or
larger) bold type the heading "Notice Pursuant to Mutual
Fund Services Agreement."
Section 11. Assignment; Nonsolicitation; and Other
Contracts. This Agreement may not be assigned or otherwise
transferred by either party hereto, without the prior
written consent of the other party, which consent shall not
be unreasonably withheld; provided, however, that Unified
may, in its sole discretion and upon notice to the Fund,
assign all its right, title and interest in this Agreement
to an affiliate, parent or subsidiary, or to the purchaser
of substantially all of its business. Unified may, in its
sole discretion, engage subcontractors to perform any of its
duties contained in this Agreement, provided that Unified
shall remain responsible to the Fund for all such delegated
duties in accordance with the terms and conditions of this
Agreement, in the same manner and to the same extent as if
Unified were providing such services itself. During the
term of this Agreement and for a period of one (1) year
following the termination of this Agreement, the Fund shall
not, and shall not cause suffer or permit any affiliate, to
recruit, solicit, employ or engage, for the Fund or others,
any Unified Party, without Unified's written consent. The
Fund shall not require or expect Unified to enter into any
agreements for the Fund's direct or indirect benefit,
including any sales, servicing or other similar agreements,
that expose Unified to any liability that is greater than
the liability it is undertaking in this Agreement.
Section 12. Intended Beneficiaries. This Agreement
shall be binding upon the Fund, Unified and their respective
successors and assigns, and shall inure to the benefit of
the Fund, Unified, the Unified Parties, their respective
heirs, successors and assigns. Nothing herein expressed or
implied is intended to confer upon any person not named or
described in the preceding sentence any rights, remedies,
obligations or liabilities under or by reason of this
Agreement.
Section 13. Arbitration. Notwithstanding any provision
of this Agreement to the contrary, any claim or controversy
arising out of or in any manner relating to this Agreement,
or breach hereof, which cannot be resolved between the
parties themselves, shall be settled by arbitration
administered by the American Arbitration Association in
Indianapolis, Indiana in accordance with its rules
applicable to commercial disputes. The arbitration panel
shall consist of three arbitrators selected from list(s) of
candidates provided by the American Arbitration Association.
One party to the dispute shall be entitled to appoint one
arbitrator and the other party to the dispute shall be
entitled to appoint one arbitrator. The third arbitrator,
who shall be an attorney in good standing who is licensed to
practice law in the State of Indiana and devotes more than
one-half of his or her professional time to the practice of
commercial law in the area of contracts and/or commercial
transactions, shall be chosen by the two arbitrators so
appointed. If any party fails to appoint its arbitrator or
to notify the other party of such appointment within thirty
(30) days after the institution of arbitration proceedings,
such other party may request the President of the American
Arbitration Association to appoint such arbitrator on behalf
of the party who so failed. If the two arbitrators
appointed by (or on behalf of) the parties fail to appoint
such third arbitrator, or fail to notify the parties to such
proceedings of such appointment, within thirty (30) days
after the appointment of the later of such two arbitrators
to be appointed by (or on behalf of) the parties, any party
may request such President to appoint such third arbitrator.
The President of the American Arbitration Association shall
appoint such arbitrator or such third arbitrator, as the
case may be, within thirty (30) days after the making of
such request. The parties hereby agree that judgment upon
the award rendered by the arbitrator may be entered in any
court having jurisdiction. The parties acknowledge and
agree that the performance of the obligations under this
Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general
choice of law provisions in this Agreement, the parties
agree that the Federal Arbitration Act shall govern and
control with respect to the provisions of this Section 13.
Section 14. 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 15. 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 limitation, acts of
God, earthquake, fires, floods, failure or fluctuations in
electrical power, wars, acts of terrorism, acts of civil or
military authorities, governmental actions, nonperformance
by a third party or any similar cause beyond the reasonable
control of Unified, failures or fluctuations in
telecommunications or other equipment, nor shall any such
failure or delay give the Fund the right to terminate this
Agreement.
Section 16. 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 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 17. 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 18. Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law to any person
or circumstance, such provision shall be ineffective only to
the extent of such prohibition or invalidity. In the event
that any one or more of the provisions contained in this
Agreement or any application thereof shall be invalid,
illegal or unenforceable in any respect or to any extent,
the validity, legality or enforceability of the remaining
provisions of this Agreement and any other application of
such invalid provision shall not in any way be affected or
impaired thereby.
Section 19. Headings; Pronouns; Certain Phrases; Rules
of Construction. The headings in the sections and
subsections of this Agreement are inserted for convenience
only and in no way alter, amend, modify, limit or restrict
the contractual obligations of the parties. Wherever used
in this Agreement, masculine, feminine and neuter pronouns
shall be deemed to include the other genders. Singular
pronouns and nouns (including defined terms) shall be deemed
to include the plural (and vice versa) as the context may
require, but shall have no effect upon the nature of a
party's liability as joint or several. The Exhibits to this
Agreement are hereby incorporated by reference as if fully
set forth in this Agreement. Wherever used in this
Agreement, the phrase "in connection with" shall be given
the broadest possible interpretation, and shall include
matters (without limitation) that are in whole or part
caused by, relate to, arise out of, are attributable to, or
would not have occurred in the absence of circumstances
created by, the referent or object of such phrase. Each
party acknowledges that it was represented by legal counsel
in connection with the review and execution of this
Agreement, or that it had an adequate opportunity to engage
counsel for such review and chose not to do so. The sole
duties that Unified is accepting in return for the fees and
other remuneration hereunder are expressly set forth herein.
No exoneration of liability for a duty or other
indemnification or limitation shall be construed, by
negative implication or otherwise, to imply the existence of
any duty. For example and without limitation,
indemnification of Unified for a failure of an investment
advisor to timely deliver trade tickets (or failure of any
other third party to timely deliver accurate Fund
Information) shall not be construed to imply that Unified
has a duty to supervise such service provider or prevent a
recurrence of such failure.
Section 21. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall
constitute one and the same instrument.
Section 20. No Strict Construction. The language used
in this Agreement shall be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any
party.
Section 21. Entire Agreement; Survival; Governing Law.
This Agreement, the Exhibits hereto and any subsequent
amendments of the foregoing embody the entire understanding
between the parties with respect to the subject matter
hereof, and supersedes all prior negotiations and agreements
between the parties relating to the subject matter hereof;
provided, however, that if an agreement between the parties
hereto with respect to the subject matter hereof was in
effect immediately prior to the effective date of this
Agreement (the "Predecessor Agreement"), then the provisions
contained in Section 8 of the Predecessor Agreement
(relating to indemnification and other risk allocation
matters) shall, in respect of all periods prior to the
effective date of this Agreement ("Prior Periods"), survive
and remain in effect to the same extent and in the same
manner as such provisions would have applied in respect of
Prior Periods had the Predecessor Agreement not been
superseded by this Agreement. The provisions of Sections 6
through 21, inclusive, shall survive any termination of this
Agreement. This Agreement shall be governed by and
construed and interpreted according to the internal laws of
the State of Indiana, without reference to conflict of law
principles.
[Signature Page Follows]
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.
XXXXX FUND, INC.
By: /Xxxxxx X. Xxxxx/ Date
10-21-04
Print Name: Xxxxxx X. Xxxxx
Title: President
Attest: /R. Xxxxxxx Xxxxx/
UNIFIED FUND SERVICES, INC.
By: /Xxxxx X. Xxxxxx/ Date
10-18-04
Print Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
By: /W Y/ Date 10-19-04
Print Name: Xxxxxxx X. Xxxxx
Title: VP
Attest: /Xxxx X. X'Xxxx/
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Xxxxx Fund, Inc.
EXHIBIT B
to
Mutual Fund Services Agreement
General Description of Transfer Agency Services
The following is a general description of the transfer
agency services Unified shall provide to a mutual fund.
? Provide a recordkeeping system that supports front-end
load, back-end load (CDSC), no-load and redemption fee
funds.
? Provide asset allocation functionality including
rebalancing of shareholder accounts.
? Establish and maintain shareholder accounts and records,
including, but not limited to, address, dividend option,
taxpayer identification numbers and wire instructions.
? Process shareholder transactions (purchase, redemption
and exchange orders), received in good form and in
accordance with the Fund's prospectus.
? Process transfers of shares, received in good form, in
accordance with shareholder instructions.
? Execute transactions directly with broker-dealers,
investment advisers and other institutions acting on
behalf of investors as authorized by the Distributor.
? Calculate amounts due under 12b-1 and/or service plans
and provide reports.
? Issue confirmations in compliance with Rule 10b-10 under
the Securities Exchange Act of 1934, as amended (the
"1934 Act").
? Issue monthly, quarterly or annual statements as agreed
upon with the Fund.
? File IRS forms 1099, 5498, and 1042-S with shareholders
and/or the IRS. File IRS forms 1042 and 945 with the
IRS. The 1042 and 945 filings are made by Unified on
behalf of the Fund only if Unified has the authority and
means to access the Fund bank accounts to facilitate the
required payments to the IRS.
? Perform such services as are required to comply with
Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost
Shareholder Rules").
? Record the issuance of shares and maintain pursuant to
Rule 17Ad-10(e) of the 1934 Act a record of the total
number of shares of each Portfolio which are authorized,
based upon data provided to it by the Fund, and issued
and outstanding.
? Process and transmit payments for dividends and
distributions declared by each Trust for each Fund,
after deducting any amount required to be withheld by
any applicable laws, rules and regulations and in
accordance with shareholder instructions.
? Provide access to NSCC's Fund/SERV and Networking.
Additional functionality may be available and supported
as an optional service.
? Provide a Blue Sky system that will enable the Fund to
monitor the total number of shares of each Fund sold in
each state. In addition, the Fund or its agent,
including Unified, shall identify to Unified in writing
those transactions and assets to be treated as exempt
from the blue Sky reporting for each state. The
responsibility of Unified for each Fund's Blue Sky state
registration status is solely limited to the initial
compliance by the Fund for each Fund and the reporting
of such transactions to the Fund or its agent.
? Answer correspondence from shareholders, broker-dealers,
and others relating to the Funds and such other
correspondence as may from time to time be mutually
agreed upon.
? Establish procedures and controls designed to mitigate
risk to the Fund which are compliant with applicable SEC
regulations. Unified reserves the right to implement
policies not governed by SEC regulation or the Fund's
prospectus.
EXHIBIT C
to
Mutual Fund Services Agreement
General Description of the Unified AML Program Services
The following is a general description of the Unified AML
Program services Unified shall provide to the fund:
? Customer Identification. Verify shareholder identity
upon opening new accounts, consistent with the Unified
AML Program, and perform such other checks and
verifications as are specified in Unified's Customer
Identification Program (which is a component of the
Unified AML Program).
?Purchase Transactions. Unified shall reject and return
to sender any and all checks, deposits, and other
deliveries of cash or property that do not comply with
the Unified AML Program, subject to the provisions of
any additional agreement between the Fund and Unified
regarding special liability checks and other
remittances.
? Monitoring and Reporting. Monitoring shareholder
transactions and identifying and reporting suspicious
activities that are required to be so identified and
reported, including suspicious activity reports or Form
8300 reports, and provide other reports of shareholder
activity to the Securities and Exchange Commission, the
U.S. Treasury Department, the Internal Revenue Service,
and other appropriate authorities, in each case
consistent with the Unified AML Program.
? Frozen Accounts. Unified shall place holds on
transactions in shareholder accounts or freeze assets in
shareholder accounts as provided for in the Unified AML
Program.
?Maintenance of Records. Maintain all records or other
documentation related to shareholder accounts and
transactions therein that are required to be prepared
and maintained pursuant to the Unified AML Program, and
make the same available for inspection by (1) the Funds'
compliance officer, (2) any auditor of the Funds, (3)
regulatory or law enforcement authorities, and (4) those
other persons specified in the Unified AML Program.
? Other Services. Unified shall apply all other policies
and procedures of the Unified AML Program to the Fund.
?Maintenance of the Unified AML Program. Unified shall
maintain and modify the Unified AML Program from time to
time to ensure that it remains reasonably designed to
ensure compliance with the Applicable AML Laws. Upon
request by the Fund, Unified shall make available its
compliance personnel to the Fund and the Fund's counsel
to discuss amendments to the Unified AML Program that
the Fund or its counsel believes are necessary to keep
such program in compliance with Applicable AML Laws.
Changes to Unified's AML Program or special procedures
may be implemented, at Unified's sole discretion, for an
additional fee to be agreed upon. The Fund may cancel
its participation in the Unified AML Program at any
time, and no further fees to Unified in respect of such
program shall accrue after the date of cancellation.
? Annual Certification. On an annual basis during the
term of this Agreement, Unified will certify to the
Fund's Board of Trustees that it has implemented the
Unified AML Program and that it will continue to perform
the specific requirements of the Unified AML Program in
accordance with the terms of this Agreement.
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 Mutual Fund
Services Agreement.
I New Fund Start-Up/Existing Fund Conversion Fee
? New fund
establishment; manual
conversion
? Electronic conversion
- $2,500 per portfolio.
- $1.50 per shareholder
account for no-load funds or
- $3.00 per shareholder
account for load fund, CDSC
or redemption fee funds
- A load fund is defined as any fund with front-end
load, CDSC or redemption fee.
- Electronic conversions are subject to a minimum fee
which is the greater of $2,500 per fund or $5,000
per conversion.
II Standard Base Fees for Standard Base Services
Base Fees* are the greater of the annual minimum or
the per account charge as follows:
? Initial Portfolio /
Additional Portfolio
? Additional Share
Class
- $15,000 per year
- $10,000 per year
? Equity/Bond Funds
? Money Market Funds
- $16.80 per year
- $20.00 per year
*Base Fees do not include Out-Of-Pocket expenses and
include but are not limited to: form design and
printing, statement production, envelope design and
printing, postage and handling, shipping, telephone
charges, bank fees, NSCC charges, record storage, and
all other expenses incurred on behalf of the Trust.
Additional fees not contemplated in this schedule will
be negotiated on a per occurrence basis.
III NSCC Interfaces
? Fund/Serv and
Networking set-up
- $1,000 per occurrence
? Fund/Serv and
Networking
processing
- $1,000 per month per trust
? Comm/Serv processing
- $250 per month per trust
? Fund/Serv
transactions
- $0.35 per trade
IV Anti-Money Laundering - Customer Identification
Program (Patriot Act) Fees
? New Account Service
Fee
- $3.00 per account
? Research
- $5.00 per account
? Suspicious Report
Filing
- $25.00 per report
V Additional Fees for Services Outside the Standard Base
? Closed Account Fee
- $0.50 per account per month
($6.00 per year)
? Lost Account
Research
- $3.00 per search
? Statement/Check
Copies
- $5.00 per item (Billed to
shareholder account)
? XXX Account Annual
Maintenance
- $15.00 per account
V Additional Fees for Services Outside the Standard Base
(continued)
? Interactive Voice
Response System Set-
up
- $750 per trust
? Interactive Voice
Response System Fee
- $100 per month per trust
? Mailing of semi-
annual and annual
reports
- External Vendor - Pass
through
? Mailing of semi-
annual and annual
reports
- Internal Mailing - $1.00
per item
? Fulfillment (file
maintenance and
mailing)
- $1.00 per item, plus
postage
? Prospect file
maintenance
- $0.60 per item transcribed
from voicemail into
database
? 12b-1/Shareholder
Services Fee
Payments
- $0.25 per account per
processing; ($250 minimum)
? Shareholder
labels/files for
mailings
- $.05 each ($100 minimum per
run)
? Offline Shareholder
Research
- $25 per hour (1 hour
minimum, billed to
shareholder)
? AD-HOC Report
Generation
- $100 per report
? Systems Programming
or Custom Data
Extractions:
? Management
- $150 per hour
? Programmers
- $200 per hour
? Third Party Vendor
- Quoted On Per Need Basis
VI Repricing
There will be a $500.00 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.
VII Internet Services (Optional)
Using virtually any standard home or business computer
that has Internet access, shareholders will be able to
view current balances for each of their accounts.
Additionally, they will also be able to view
historical account transactions based on a user
entered data range. The system contains 128-bit
encryption technology, and other security
enhancements.
Standard Fees
Number of Fund
Accounts
Monthly Price w/o
Transactions
Monthly Price
with Transactions
0 - 1,500
$400
$500
1,501 - 3,000
$500
$625
3,001 - 5,000
$600
$750
5,001 - 10,000
$750
$937.50
10,001 - 15,000
$1000
$1,250
15,001 and up
$1000 plus $0.05
per
account over
15,000
$1,250 plus
$0.0625 per
account over
15,000
The Standard pages include the name of the Fund Family
and the Fund logo. Design of the standard page is
subject to change. Development of customized web
pages will be in addition to the above fee schedule
and will be billed at the standard hourly programming
rate applicable at the time of the programming
request. Price subject to change with 60 days
notification.
Optional Charges
? Management of a custom
"My Account" site
- $100 per month plus the
Standard Fee
? Setup fee to link
standard "My Account"
system to existing
website. Includes
adding fund logo.
- No charge
? Electronic statements
set-up fee
- Fees range from $1,500 to
$5,000 depending on the
statement layout
? Electronic statement
creation, delivery and
tracking
- $0.25 per statement
VII Internet Services (Optional) (Continued)
? Electronic delivery
and tracking of
financial statements
and prospectuses to
existing shareholders
- $500 per instance, plus
$0.25 per electronic
delivery
? Institutional/Broker-
Dealer "My Account"
system
- Standard "My Account"
systems fees plus $200
per month. This fee
includes processing and
setup of all login ID's.
? Basic Web Hosting
- $17.50 per month billed
quarterly for 10
megabytes of storage and
2 gigabytes of transfer
? Web Site Compliance
Staging
- Fees starting at $25.00
per month, plus $10 per
staging incident (This
does not include any
charges from the Fund
Administrator for
reviewing the site.
Those charges are billed
directly by the
Administrating Broker-
Dealer.
? Customized programming
- Billed at $150 per hour
Unified Fund Services, Inc., Rev. 8/03
10/15/2004 Xxxxx Fund, Inc. - 1
Unified Fund Services, Inc 10/15/2004
Xxxxx Fund, Inc. - 2
