Exhibit.23h(2)Transfer Agent Agreement
FORM OF
FUND SERVICES, INC.
TRANSFER AGENT AGREEMENT
THIS AGREEMENT, dated September 28, 2001 between Dominion Funds, Inc., (the
"Fund"), a Texas Corporation operating as an open-end investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), duly organized
and existing under the laws of the State of Texas, and FUND SERVICES, INC., a
corporation organized under the laws of the State of Virginia ("FSI"), provides
as follows:
WHEREAS, FSI has agreed to act as transfer agent for the purpose of
recording the transfer, issuance and redemption of Shares of the Fund,
transferring the Shares of the Fund, disbursing dividends and other
distributions to Shareholders, filing various tax forms, mailing shareholder
information and receiving and responding to various shareholder inquiries;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Fund hereby appoints FSI as its transfer agent and FSI
agrees to act in such capacity upon the terms set forth in this Agreement.
SECTION 2. The Fund shall furnish to FSI a supply of blank Share
Certificates and, from time to time, will renew such supply upon FSI's request.
Blank Share Certificates shall be signed manually or by facsimile signatures of
officers of the Fund and, if required by FSI, shall bear the Fund's seal or a
facsimile thereof.
SECTION 3. FSI shall make original issues of Shares of the Fund in
accordance with SECTIONS 13 and 14 below and the Fund's then current prospectus,
upon receipt of (i) Written Instructions requesting the issuance, (ii) a
certified copy of a resolution of the Fund's Board of Directors authorizing the
issuance, (iii) necessary funds for the payment of any original issue tax
applicable to such additional Shares, (iv) an opinion of the Fund's counsel as
to the legality and validity of the issuance,
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which opinion may provide that it is contingent upon the filing by the Fund of
an appropriate notice with the Securities and Exchange Commission, as required
by Rule 24f-2 of the 1940 Act, as amended from time to time. If the opinion
described in (iv) above is contingent upon a filing under such rule, the Fund
shall fully indemnify FSI for any liability arising from the failure of the Fund
to comply with such rule.
SECTION 4. Transfers of Shares of the Fund shall be registered and, subject
to the provisions of SECTION 10, new Share Certificates shall be issued by FSI
upon surrender of outstanding Share Certificates in the form deemed by FSI to be
properly endorsed for transfer, which form shall include (i) all necessary
endorsers' signatures guaranteed by a member firm of a national securities
exchange or a domestic commercial bank, (ii) such assurances as FSI may deem
necessary to evidence the genuineness and effectiveness of each endorsement and
(iii) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes. FSI shall take reasonable measures as
instructed by the Fund and agreed upon by FSI to enable the Fund to identify
proposed transfers that, if effected, will likely cause the Fund to fall within
the Internal Revenue Code definitions of a personal holding company and shall
not make such transfers contrary to the Fund's instructions without the prior
written approval of the Fund and its counsel.
SECTION 5. FSI shall forward Share Certificates in "non-negotiable" form by
first-class or registered mail, or by whatever means FSI deems equally reliable
and expeditious. While in transit to the addressee, all deliveries of Share
Certificates shall be insured by FSI as it deems appropriate. FSI shall not mail
Share Certificates in "negotiable" form, unless requested in writing by the Fund
and fully indemnified by the Fund to FSI's satisfaction.
SECTION 6. In registering transfers of Shares the Fund, FSI may rely upon
the Uniform Commercial Code or any other statutes that, in the opinion of FSI's
counsel,
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protect FSI and the Fund from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry, or (iv) refusing
registration whenever an adverse claim requires such refusal.
SECTION 7. FSI may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to FSI and may issue
new Share Certificates in exchange for, and upon surrender of, mutilated Share
Certificates as FSI deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, FSI may issue or register
Share Certificates reflecting the signature, or facsimile thereof, of an officer
who has died, resigned or been removed by the Fund. The Fund shall file promptly
with FSI any approvals, adoptions, or ratifications of such actions as may be
required by law or FSI.
SECTION 9. FSI shall maintain customary stock registry records for the
Fund, noting the issuance, transfer or redemption of Shares and the issuance and
transfer of Share Certificates. FSI may also maintain for the Fund an account
entitled "Unissued Certificate Account," in which it will record the Shares, and
fractions thereof, issued and outstanding from time to time for which issuance
of Share Certificates has not been requested. FSI is authorized to keep records
for the Fund, containing the names and last known addresses of Shareholders and
Planholders, and the number of Shares, and fractions thereof, from time to time
owned by them for which no Share Certificates are outstanding. Each Shareholder
or Planholder will be assigned a single account number for the Fund, even though
Shares held under each Plan and Shares for which Certificates have been issued
will be accounted for separately. Whenever a Shareholder deposits Shares
represented by Share Certificates in a Plan that permits the deposit of Shares
thereunder, FSI upon receipt of the Share Certificates registered in the name of
the Shareholder (or if not registered, in proper form for transfer), shall
cancel such Share Certificates, debit the Shareholder's individual account,
credit the
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Shares to the Unissued Share Certificate Account pursuant to SECTION 10 below
and credit the deposited Shares to the proper Plan account.
SECTION 10. FSI shall issue Share Certificates for Shares of the Fund only
upon receipt of a written request from a Shareholder. If Shares are purchased
without such request, FSI shall merely note on its stock registry records the
issuance of the Shares and fractions thereof and credit the Unissued Certificate
Account and the respective Shareholders' accounts with the Shares. Whenever
Shares, and fractions thereof, owned by Shareholders are surrendered for
redemption, FSI may process the transactions by making appropriate entries in
the stock transfer records, and debiting the Unissued Certificate Account and
the record of issued Shares outstanding; it shall be unnecessary for FSI to
reissue Share Certificates in the name of the Fund.
SECTION 11. FSI shall also perform the usual duties and functions required
of a stock transfer agent for a corporation, including but not limited to (i)
issuing Share Certificates as Treasury Shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. FSI may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization, Share
Certificate or other instrument or paper reasonably believed by it in good faith
to be genuine and unaltered, and to have been signed, countersigned or executed
or authorized by a duly-authorized person or persons, or by the Fund, upon the
advice of counsel for the Fund or for FSI, or upon the net asset value quotation
of the Service Agent, as hereinafter defined. FSI may record any transfer of
Share Certificates which it reasonably believes in good faith to have been
duly-authorized, or may refuse to record any transfer of Share Certificates if,
in good faith, it deems such refusal necessary in order to avoid any liability
on the part of either the Fund or FSI. The Fund agrees to indemnify and hold
harmless FSI from and against any and all losses, costs, claims, and liability
that it may suffer or
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incur by reason of such good faith reliance, action or failure to act.
SECTION 12. FSI shall notify the Fund of any request or demand for the
inspection of the Fund's share records. FSI shall abide by the Fund's
instructions for granting or denying the inspection; provided, however, FSI may
grant the inspection without such instructions if it is advised by its counsel
that failure to do so will result in liability to FSI.
SECTION 13. For purposes of this Section, the Fund hereby instructs FSI to
consider Shareholder and Planholder payments as federal funds on the day
indicated below:
(a) for a wire received prior to 12:00 noon Eastern time, on the same day;
(b) for a wire received on or after 12:00 noon Eastern time, on the next
business day;
(c) for a check received prior to 12:00 noon Eastern time, on the second
business day following receipt; and
(d) for a check received on or after 12:00 noon Eastern time, on the third
business day following receipt.
Immediately after 4:00 p.m. Eastern time or such other time as the Fund may
reasonably specify (the "Valuation Time") on each day that the Fund and FSI are
open for business, FSI shall obtain from the Fund's service agent, as specified
by the Fund in writing to FSI, a quotation (on which it may conclusively rely)
of the net asset value, determined as of the Valuation Time on that day. On each
day FSI is open for business, it shall use the net asset value determined by the
Service Agent to compute the number of Shares and fractional Shares to be
purchased and the aggregate purchase proceeds to be deposited with the
Custodian. As necessary but no more frequently than daily (unless a more
frequent basis is agreed to by FSI), FSI shall place a purchase order with the
Custodian for the proper number of Shares and fractional Shares to be purchased
and promptly thereafter shall send written confirmation of
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such purchase to the Custodian and the Fund.
SECTION 14. Having made the calculations required by SECTION 13, FSI shall
thereupon pay the Custodian the aggregate net asset value of Shares of the Fund
purchased. The aggregate number of Shares and fractional Shares purchased shall
then be issued daily and credited by FSI to the Unissued Certificate Account.
FSI shall also credit each Shareholder's separate account with the number of
shares purchased by such Shareholder. FSI shall promptly thereafter mail written
confirmation of the purchase to each Shareholder or Planholder, and if
requested, to a specified broker-dealer and the Fund. Each confirmation shall
indicate the prior Share balance, the new Share balance, the Shares held under a
Plan (if any), the Shares for which Share Certificates are outstanding (if any),
the amount invested and the price paid for the newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each business day, as specified
in accordance with SECTION 13 above, FSI shall process all requests to redeem
Shares of the Fund and advise the Custodian of (i) the total number of Shares of
the Fund available for redemption and (ii) the number of Shares and fractional
Shares of the Fund requested to be redeemed. Upon confirmation of the net asset
value, FSI shall notify the Fund and the Custodian of the redemption, apply the
redemption proceeds in accordance with SECTION 16 and the Fund's prospectus,
record the redemption in the stock registry books, and debit the redeemed Shares
from the Unissued Certificate Account and the individual account of the
Shareholder or Planholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, FSI may, at the request of the Fund, sell Shares of the
Fund to the Fund as repurchases from Shareholders and/or Planholders, provided
that the sales price is not less than the applicable redemption price. The
redemption procedures shall then be appropriately modified.
SECTION 16. The proceeds of redemption shall be remitted by FSI in
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accordance with the Fund's then current prospectus as follows:
(a) By check mailed to the Shareholder or Planholder at his last known
address. The request and stock certificates, if any, for Shares being redeemed
must reflect a guarantee of the owner's signature by a domestic commercial bank
or trust company or a member firm of a national securities exchange. If Share
Certificates have not been issued to the redeeming Shareholder or Planholder,
the signature of the Shareholder or Planholder on the redemption request must be
similarly guaranteed. The Fund may authorize FSI in writing to waive the
signature guarantee for any specific transaction or classes of transactions;
(b) By wire to a designated bank or broker upon telephone request, without
signature guarantee, if such redemption procedure has been elected on the
Shareholder's or Planholder's account information form. Any change in the
designated bank or broker account will be acted upon by FSI only if made in
writing by the Planholder or Shareholder, with signature guaranteed as required
by paragraph (a) above;
(c) In case of an expedited telephone redemption, by check payable to the
Shareholder or Planholder of record and mailed for deposit to the bank account
designated in the Shareholder account information form;
(d) By other procedures commonly followed by mutual funds, as set forth in
Written Instructions from the Fund and mutually agreed upon by the Fund and FSI.
For purposes of redemption of shares of the Fund that have been purchased
by check within fifteen (15) days prior to receipt of the redemption request,
the Fund shall provide FSI with Written Instructions concerning the time within
which such requests may be honored.
The authority of FSI to perform its responsibilities under SECTIONS 15 and
16 shall be suspended if FSI receives notice of the suspension of the
determination of the Fund's net asset value.
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SECTION 17. Upon the declaration of each dividend and each capital gains
distribution by the Fund's Board of Directors, the Fund shall notify FSI of the
date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment and the
reinvestment date price.
SECTION 18. On or before each payment date the Fund will transfer, or cause
the Custodian to transfer, to FSI the total amount of the dividend or
distribution currently payable. FSI will, on the designated payment date,
reinvest all dividends in additional shares and shall thereupon pay the
Custodian the aggregate net asset value of the additional shares and shall
promptly mail to each Shareholder or Planholder at his last known address, a
statement showing the number of full and fractional shares (rounded to three
decimal places) then owned by the Shareholder or Planholder and the net asset
value of such shares; provided, however, that if a Shareholder or Planholder
elects to receive dividends in cash, FSI shall prepare a check in the
appropriate amount and mail it to him at his last known address within five (5)
business days after the designated payment date.
SECTION 19. FSI shall maintain records regarding the issuance and
redemption of Shares of the Fund and dividend reinvestments. Such records will
list the transactions effected for each Shareholder and Planholder and the
number of Shares and fractional Shares owned by each for which no Share
Certificates are outstanding. FSI agrees to make available upon request and to
preserve for the periods prescribed in Rule 31a-2 of the 1940 Act any records
related to services provided under this Agreement and required to be maintained
by Rule 31a-1 of such Act.
SECTION 20. FSI shall maintain those records necessary to enable the Fund
to file, in a timely manner, Form N-SAR (Semi-annual report) or any successor
monthly, quarterly or annual report required by the 1940 Act, or rules and
regulations thereunder.
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SECTION 21. FSI shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 22. In addition to the services described above, FSI will perform
other services for the Fund as mutually agreed upon in writing from time to
time, including but not limited to preparing and filing federal tax forms with
the Internal Revenue Service, mailing federal tax information to Shareholders,
mailing semi-annual Shareholder reports, preparing the annual list of
Shareholders and mailing notices of Shareholders' meetings, proxies and proxy
statements. FSI shall answer Shareholder inquiries related to their share
accounts and other correspondence requiring an answer from the Fund. FSI shall
maintain dated copies of written communications from Shareholders, and replies
thereto.
SECTION 23. Nothing contained in this Agreement is intended to or shall
require FSI, in any capacity hereunder, to perform any functions or duties on
any holiday, weekend or weekday on which day FSI or the New York Stock Exchange
is closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and FSI are open, unless otherwise required by law;
provided, however, that all purchase or redemption requests received by the Fund
for a date on which the Exchange is open but FSI is not shall be priced and
executed "as of" such date on the next business day FSI is open, unless
otherwise required by law.
SECTION 24. The Fund agrees to pay FSI compensation for its services as set
forth in Schedule A attached hereto, or as shall be set forth in written
amendments to such Schedule approved by the Fund and FSI from time to time.
SECTION 25. FSI shall not be liable for any taxes, assessments or
governmental charges that my be levied or assessed on any basis whatsoever in
connection with the Fund, or any Plan thereof, Shareholder or Planholder,
excluding taxes assessed against
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FSI for compensation received by it hereunder.
SECTION 26. FSI shall not be liable for any non-negligent action taken in
good faith and reasonably believed by FSI to be within the powers conferred upon
it by this Agreement. The Fund shall indemnify FSI and hold it harmless from and
against any and all losses, claims, damages, liabilities or expenses (including
reasonable expenses for legal counsel) arising directly or indirectly out of or
in connection with this Agreement; provided such loss, claim, damage, liability
or expense is not the direct result of FSI's negligence or willful misconduct,
and provided further that FSI shall give the Fund notice and reasonable
opportunity to defend any such loss, claim, etc. in the name of the Fund or FSI,
or both. Without limiting the foregoing:
(a) FSI may rely upon the advice of the Fund or counsel to the Fund or FSI,
and upon statements of accountants, brokers and other persons believed by FSI in
good faith to be experts in the matters upon which they are consulted. FSI shall
not be liable for any action taken in good faith reliance upon such advice or
statements;
(b) FSI shall not be liable for any action reasonably taken in good faith
reliance upon any Written Instructions, Oral Instructions, including the Service
Agent's net asset value quotation, or certified copy of any resolution of the
Fund's Board of Directors; provided, however, that upon receipt of a Written
Instruction countermanding a prior Written or Oral Instruction that has not been
fully executed by FSI, FSI shall verify the content of the second Written
Instruction and honor it, to the extent possible. FSI may rely upon the
genuineness of any such document, or copy thereof, reasonably believed by FSI in
good faith to have been validly executed; and
(c) FSI may rely, and shall be protected by the Fund in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
or document reasonably believed by it in good faith to be genuine and to have
been signed or presented by the purchaser, Fund or other proper party or
parties.
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(d) The Fund shall, as soon as possible, amend its prospectus to conform
with the provisions of this Agreement and make all necessary filings of the
amended prospectus, and shall indemnify FSI for any loss, claim or expense
resulting from FSI's reliance upon the Fund's representations in this Agreement,
notwithstanding a contrary representation in its prospectus.
SECTION 27. Upon receipt of Written Instructions, FSI is authorized to make
payment upon redemption of Shares without a signature guarantee. The Fund hereby
agrees to indemnify and hold FSI harmless from any and all expenses, damages,
claims, suits, liabilities, action, demands or losses whatsoever arising out of
or in connection with a payment by FSI for redemption of Shares without a
signature guarantee. Upon the request of FSI, the Fund shall assume the entire
defense of any such action, suit or claim. FSI shall notify the Fund in a timely
manner of any such action, suit or claim.
SECTION 28. The Fund shall deliver or cause to be delivered over to FSI (i)
an accurate list of Shareholders of the Fund, showing each Shareholder's last
known address, number of Shares owned and whether such shares are represented by
outstanding Share Certificates or by non-certificated share accounts, (ii) all
records relating to Plans of the Fund, including original applications signed by
the Planholders and original plan accounts recording payment, deductions,
reinvestments, withdrawals and liquidations and (iii) all shareholder records,
files, and other materials necessary or appropriate for proper performance of
the functions assumed by FSI under this Agreement (collectively referred to as
the "Materials"). The Fund shall indemnify and hold FSI harmless from any and
all expenses, damages, claims, suits, liabilities, actions, demands and losses
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such Materials, or out of the failure of the Fund to provide any
portion of the Materials or to provide any information needed by FSI to
knowledgeably perform its functions.
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SECTION 29. FSI shall, at all times, act in good faith and shall use
whatever methods it deems appropriate to ensure the accuracy of all services
performed under this Agreement. FSI shall be liable only for loss or damage due
to errors caused by FSI's negligence, bad faith or willful misconduct or that of
its employees.
SECTION 30. This Agreement may be amended from time to time by a written
supplemental agreement executed by the Fund and FSI and without notice to or
approval of the Shareholders or Planholders; provided the intent and purposes of
any Plan, as stated from time to time in the Fund's prospectus, are observed.
The parties hereto may adopt procedures as may be appropriate or practical under
the circumstances, and FSI may conclusively rely on the determination of the
Fund that any procedure that has been approved by the Fund does not conflict
with or violate any requirement of its Articles of Incorporation, By-Laws or
prospectus, or any rule, regulation or requirement of any regulatory body.
SECTION 31. The Fund shall file with FSI a certified copy of the operative
resolution of its Board of Directors authorizing the execution of Written
Instructions or the transmittal of Oral Instructions.
SECTION 32. The terms, as defined in this Section, whenever used in this
Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow:
(a) The Fund: The term Fund shall mean Dominion Fund, Inc.
(b) Custodian: The term Custodian shall mean Rushmore Securities.
(c) Series: The term Series shall mean Dominion Insight Growth Fund
portfolio and any series portfolio that the Fund shall subsequently establish.
(d) Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and investments
from time to time owned by the Fund.
(e) Share Certificates: The term Share Certificates shall mean the stock
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certificates for the Shares of the Fund.
(f) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares of the Fund, as reflected on the stock registry
records of the Fund.
(g) Shares: The term Shares shall mean the issued and outstanding shares
of common stock of the Fund.
(h) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FSI in person or by telephone, vocal telegram or other
electronic means, by a person or person reasonably believed in good faith by FSI
to be a person or person authorized by a resolution of the Board of Directors of
the Fund to give Oral Instructions on behalf of the Fund.
(i) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FSI in original writing containing original signatures, or a
copy of such document transmitted by telecopy, including transmission of such
signature, or other mechanical or documentary means, at the request of a person
or persons reasonably believed in good faith by FSI to be a person or persons
authorized by a resolution of the Board of Directors of the Fund to give Written
Instructions on behalf of the Fund.
(j) Plan: The term Plan shall include such investment plan, dividends or
capital gains reinvestment plans, systematic withdrawal plans or other types of
plans set forth in the then current prospectus of the Fund (excluding any
qualified retirement plan that is a Shareholder of the Fund) in form acceptable
to FSI, adopted by the Fund from time to time and made available to its
Shareholders, including plans or accounts by self-employed individuals or
partnerships.
(k) Planholder: The term Planholder shall mean a Shareholder who, at the
time of reference, is participating in a Plan, including any underwriter,
representative or broker-dealer.
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SECTION 33. In the event that any check or other order for the payment of
money is returned unpaid for any reason, FSI shall promptly notify the Fund of
the non-payment.
SECTION 34. Either party may give sixty (60) days written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice.
SECTION 35. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail, postage prepaid, to the
respective parties.
Notice to the Fund shall be given as follows until further notice:
Xxxx Xxxxxxxx
Foundation Management, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000 0000 main
000-000 0000 fax
xxxxxxxx@xxxxxxxxx.xxx
Notice to FSI shall be given as follows until further notice:
FUND SERVICES, INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxxx, Xx., President
SECTION 36. The Fund represents and warrants to FSI that the execution and
delivery of this Transfer Agent Agreement by the undersigned officer of the Fund
has been duly and validly authorized by resolution of the Fund's Board of
Directors. FSI represents and warrants to the Fund that the execution and
delivery of this Agreement by the undersigned officer of FSI has also been duly
and validly authorized.
SECTION 37. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original.
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SECTION 38. This Agreement shall extend to and shall bind the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the written consent of FSI
or by FSI without the written consent of the Fund, authorized or approved by a
resolution of the Fund's Board of Directors.
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SECTION 39. This Agreement shall be governed by the laws of the State of
Virginia. WITNESS the following signatures:
Dominion Funds, Inc.
By:
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
FUND SERVICES, INC.
By:
-------------------------------
Title:
----------------------------
Date:
-----------------------------
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ATTACHMENT A
FEE SCHEDULE
Fees for Transfer Agent services are as shown below:
10 Basis points of Average Daily Net Assets on the first $50,000,000.00
8 Basis points of Average Daily Net Assets on the next $50,000,000.00
6 Basis points of Average Daily Net Assets on assets over $100,000,000.00
Minimum annual fee is $12,000.00.
Fees are payable monthly at 1/12 the annual rate.
Voice Response Unit (VRU) Fees:
Set up fee: $1,000.00
Monthly Maintenance Fee: $ 500.00/month
Per call fees: $ 0.15/call
Internet Access (look-up only):
Set up fee: $1,500.00
Monthly Maintenance Fee: $1,000.00/month
Out of pocket expenses are in addition to the above rates and will be billed
monthly, as incurred, with no xxxx-up or set-off. Out of pocket expense items
include, but are not limited to: fund documents (shareholder transaction or
periodic statements, tax forms, check stock, proxy statements, envelopes, etc.),
postage, telephone expense (800 numbers, fund-related long distance charges,
facsimile telephone expense), outside mailing services (when necessary),
printing/duplicating costs, etc.
The one-time set-up fee of $1,000.00 is waived for the Dominion Funds, Inc.
The charge for conversion of data files from the current Transfer Agent system
to FSI's system will be $2.50/account plus out of pocket expenses. The cost of
any special programming or systems development required will be included in the
out of pocket expenses.
A. For the creation of a Separate Share Class to the Fund, FSI shall be paid a
fee at the rate of 0.10% per annum of the average daily net assets (with a
minimum fee of $12,000 per annum). FSI agrees to accrue the difference
between the 0.10% fee paid and the $12,000 per annum minimum payment, until
the Separate Share Class 0.10% fee exceeds $12,000 per annum. Once the
Separate Share Class' 0.10% fee exceeds the $12,000 per annum minimum
payment, the accrued difference between the 0.10% fee paid and the $12,000
per annum minimum payment, will be billed to the Fund and payable in 12
monthly payments.
A-1
