MUTUAL FUND SERVICES AGREEMENT
Fund Administration Services Fund,4ccounting Services Transfer Agency Services
between XXXXXXXX FUNDS and UNIFIED FUND SERVICES, INC.
July 1, 2000
Exhibit A - Portfolio Listing
Exhibit B - Fund Administration Services Description Exhibit C - Fund Accounting
Services Description Exhibit D - Transfer Agency Services Description Exhibit E
- Fees and Expenses
Unified Fund Services, Inc. Xxxxxxxx Funds - I
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of July 1, 2000, between the Xxxxxxxx
Funds, an Ohio business trust (the "Fund"), and Unified Fund Services, Inc., an
Indiana corporation ("Unified").
WIT'NESSTH:
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,
fund accounting and administration 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. Apl2ointmen . The Fund hereby appoints Unified to provide transfer
agent, fund accounting and fund administration services for the Fund, subject to
the supervision of the Board of Trustees of the Fund (the "Board"), for the
period and on the terms set forth in this Agreement. Unified accepts such
appointment and agrees to fumish the services herein set forth in return for the
compensation as provided in Section 6 and Exhibit E 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 Indiana; (b) Unified is empowered under
applicable laws and by its Articles of Incorporation and By-Laws to enter into
and perform this Agreement, and all requisite corporate proceedings have been
taken by Unified to authorize Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities, personnel
and equipment required to fully perform its duties and obligations hereunder,
and Unified has been in, and shall continue to be in, substantial compliance
with all provisions of applicable securities law, including Section 17A(c) of
the Securities Exchange Act of 1934, as amended, required in connection with the
performance of its duties under this Agreement; (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. Rel2resentations and Warranties
of the Fund. The Fund represents and warrants to Unified that:
Unified Fund Services, Inc. Xxxxxxxx
Funds - 2
(a) the Fund is a business trust duly organized and existing under the laws of
the State of Ohio; (b) the Fund is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement, and
the Fund has taken all requisite proceedings to authorize the Fund to enter into
and perfon-n this Agreement; (e) 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-IA has been filed
and will be effective and will remain effective during the term of this
Agreement, and, to the best of its knowledge, all necessary filings under the
laws of the states will have been made as of the date of this Agreement by the
Fund's prior service provider; (d) no legal or administrative proceedings have
been instituted or threatened against the Fund that would impair its ability to
perform its duties and obligations under this Agreement; and (e) the Fund's
entrance into this Agreement will not cause a material breach or be in material
conflict with any other agreement or obligation of the Fund or any law or
regulation applicable to it. Section 4. Delivery of Documents. The Fund will
promptly fumish to Unified such copies, properly certified or authenticated, of
contracts, documents and other related information that Unified may request or
requires to properly discharge its duties. Such documents may include but are
not limited to the following: (a) Resolutions of the Board authorizing the
appointment of Unified to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement; (b) The Fund's
Declaration of Trust; (c) The Fund's By-Laws; (d) The Fund's Notification of
Registration on Form N-SA under the 1940 Act as filed with the
Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended, on Form
N-IA (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC; (f) Copies of the Management Agreement between the Fund and
its investment adviser (the "Advisory Agreement"); (g) Opinions of counsel and
auditors reports; (h) The Fund's 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 (i) Such other agreements
as the Fund may enter into from time to time including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements. Section 5. Services Provided by Unified. (a) Unified
will provide the following services subject to the direction and supervision of
the Board and in compliance with the objectives, policies and limitations set
forth in the Fund's Registration Statement, Declaration of Trust and By-Laws;
applicable laws and regulations; and all resolutions and policies implemented
Unified Fund Services, Inc. Xxxxxxxx Funds
- 3
by the Board:
(i) Fund Administration as described on Exhibit B to this Agreement.
@@9
(ii) Fund Accounting , as described on Exhibit C to this Agreement. (iii)
Transfer Agenqy, as described on Exhibit D to this Agreement. (iv) Dividend
Disbursin . 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 sharer by virtue
of any such distribution or dividend, appropriate credits will be made by
Unified to each shareholder's account, and each shareholder will receive a
statement 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,
for provision of the services contemplated herein; provided, however, that no
service to be provided by Unified pursuant to this Agreement may be
subcontracted or assigned to any person or entity, except any affiliate of
Unified, without the Fund's prior written consent. If Unified violates this
Section 5(b)(ii), then (A) the Fund may immediately terminate this Agreement
without penalty to the Fund, including without the payment of any
termination/conversion fee notwithstanding the provisions of Section 9 of this
Agreement and (B) Unified will bear all costs associated with the Fund's
conversion to another service provider, including those described in Section 9
of this Agreement. Subject to the prior written consent of the Fund, which
consent may be withheld for any reason, Unified may, at its expense, subcontract
with any entity or person concerning the provision of the services contemplated
hereunder; provided, however, that Unified shall not be relieved of any of its
obligations or liability under this Agreement by the appointment of such
subcontractor.
(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 Exhibits B, C and D and as
Unified may otherwise deem appropriate or advisable, all in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Unified agrees that all such records prepared or maintained by
Unified relating to the services provided hereunder are the property of the Fund
and will be preserved for the periods prescribed under Rule 3 1 a-2 under the
1940 Act, and made available in accordance with such Section and rules. Unified
further agrees to surrender promptly to the Fund upon its request and cease to
retain in its records and files those records and documents created and
maintained by Unified pursuant to this Agreement.
(c) With respect to the services Unified is obligated to provide to the Fund's
shareholders pursuant to this Section 5, Unified shall provide training to its
staff to ensure that the Fund's shareholders receive acceptable service with
respect to their mutual fund needs. Unified agrees to provide such services
pursuant to the service
Unified Fund Services, Inc. Xxxxxxxx
Funds - 4
standards that are included in Exhibit D hereto and in the time frames provided
therein. The Fund will report in writing to the Fund at least monthly on its
performance and will make its best efforts to correct any deficiencies.
Best efforts shall include, but not necessarily be limited to, the Unified's
design and implementation of a plan, satisfactory to the Fund, to reach a
standard, as promptly as possible and at Unified's sole expense. Unified may
suggest for the Fund's consideration, the amendment of any service standard or a
timetable for meeting a service standard.
If after a reasonable time as determined by the Fund and Unified, Unified does
not, or is not able to, substantially perform its duties under this Agreement as
specified herein, then (A) the Fund may immediately terminate this Agreement,
without penalty to the Fund, including without the payment of any
termination/conversion fee notwithstanding the provisions of Section 9 of this
Agreement and (B) Unified will bear all costs its associated with the Fund's
conversion to another service provider, including those described in Section 9
of 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 monthly fees determined as set forth on
Exhibit E to this Agreement. Such fees are to be billed monthly and shall be due
and payable within 30 days of receipt of the invoice. Upon any termination of
this Agreement and before the end of any month, the fee for the part of the
month before such termination shall be pro rated based upon the fee normally due
for the full monthly period and shall be payable upon the date of termination of
this Agreement. (b) For the purpose of determining fees calculated as a function
of the Fund's net assets, the value of the the Fund's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will ftom time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
or designated as officers by both Unified and the Fund. The compensation of such
person or persons for such employment shall be paid by Unified and no obligation
will be incurred by or on behalf of the Fund in such respect.
(d) Unified will bear all of its own expenses in connection with the performance
of the services under this Agreement except as otherwise expressly provided
herein. The Fund agrees 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 bome by the Fund include,
but are not limited to: taxes; interest; brokerage fees and commissions;
salaries and fees of officers and trustees who are not officers, directors,
shareholders or employees of Unified, or the Fund's investment adviser or
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; advisory fees; charges and expenses of custodians;
insurance premiums including fidelity bond premiums; auditing and legal
expenses; costs of maintenance of corporate existence; expenses of typesetting
and printing of prospectuses and for distribution to current shareholders of the
Fund; expenses of printing and production cost of shareholders' reports and
proxy statements and materials; costs and expense of Fund stationery and forms;
costs and expenses of special telephone and data lines and devices; costs
associated with corporate, shareholder, and Board meetings; and any
extraordinary and other customary Fund expenses. In addition, Unified may
utilize one or more independent pricing services, approved from time to time by
the Board, to obtain securities prices and to act as backup to the primary
pricing services, in connection with determining the net asset values of the
Fund, and the Fund will reimburse Unified for the Fund's share of the cost of
such services based upon the actual usage, or a pro- rata estimate of the use,
of the services for the benefit of the Fund.
Unified Fund Services, Inc. Xxxxxxxx Funds
- 5
(e) The Fund may request additional services, additional processing, or special
reports. Such requests may be provided by Unified at additional charges. In this
event, the Fund shall submit such requests in writing together with such
specifications as may be reasonably required by Unified, and Unified shall
respond to such requests in the form of a price quotation. The Fund's written
acceptance of the quotation must be received prior to implementation of such
request. Additional services will be charged at Unified's standard rates as
defined in Exhibit E.
(f) All fees, out-of-pocket expenses, or additional charges of Unified shall be
billed on a monthly basis and shall be due and payable upon receipt of the
invoice. Unified will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as publicly announced
by Firstar Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by 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 may be contested in good faith by the Fund),
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.
Disputed amounts are not due and payable while they are being investigated.
Section 7. Confidentiatily.
(a) Under the terms of this Agreement, Unified will receive or have access to
Confidential Information (defined below) of the Fund. Unified shall not, in any
manner or at any time, directly or indirectly, disclose any of the Fund's
Confidential Information to any person, firm, association, organization or
entity, or use, or permit or assist any person, firm, association, organization
or entity (other than the Fund and its Permitted Recipients (defined below)) to
use, any Confidential Information, excepting only (i) disclosures (A) required
by law or requested by appropriate regulatory agency, as reasonably determined
by the disclosing party or its legal counsel, or (B) made confidentially to
Unified's directors, officers, employees (limited to those who need to know such
Confidential Information in connection with this Agreement), and legal,
accounting and other professional advisors (collectively, the "Permitted
Recipients"); or (ii) the use of such Confidential Information by the Permitted
Recipients in connection with this Agreement; provided that Unified shall (iii)
make its Permitted Recipients aware of the requirements of this Section 7, (iv)
take reasonable steps to prohibit disclosure of the Confidential Information by
any Permitted Recipient to any other person or entity except another Permitted
Recipient, including without limitation at least such steps as that party
customarily takes to protect its own Confidential Information and (v) be
responsible and liable for any disclosure or use of such Confidential
Information by any of its Permitted Recipients, except disclosures or uses
permitted by this Section 7. All Confidential Information of the Fund is the
property of the Fund.
(b) For purposes of this Agreement, "Confidential Information" of the Fund shall
mean all trade secrets, proprietary data and other confidential information
relating to the Fund or its business, including without limitation financial,
tax, accounting and other information regarding business operations or
structure; shareholder names and all other shareholder-related information and
lists (including without limitation shareholder account numbers, amounts within
shareholder accounts and information provided to Unified regarding a shareholder
who subsequently ceases to be a shareholder); business plans; and any and all
other information which Unified or the Fund is bound to treat as confidential
pursuant to any law or any agreement or course of dealing by which Unified is
bound; provided that Confidential Information shall not include information
which (i) is or becomes known or available to the public and did not become so
known through the breach of this Section 7 by Unified, (ii) is lawfully acquired
from a third party without any breach of any confidentiality restriction, or
(iii) is already in the possession of Unified at the time which it is disclosed
to Unified by the Fund.
Unified Fund Services, Inc. Xxxxxxxx
Funds - 6
(c) Upon the earlier of the Fund's request or the termination of this Agreement,
Unified shall immediately return to the Fund any documents and materials
containing Confidential Information which are in Unified's possession or under
its control. In the event of the termination of this Agreement, Unified's
obligations in the preceding sentence are conditioned upon Unified's having
received all compensation due to it pursuant to Section 9 of this Agreement.
(d) Each party hereby agrees that (i) this Section 7 is fundamental for the
protection of the Fund's legitimate business interests; (ii) this Section 7 is
reasonable and appropriate in all respects and (iii) in the event Unified
breaches or threatens to breach this Section, the Fund would suffer irreparable
harm and the Fund's remedies at law would be inadequate. Accordingly, in the
event Unified breaches or threatens to breach this Section 7, the Fund shall be
entitled, in addition to any other remedies which may be available under
applicable law or otherwise, to (iv) a temporary restraining order, temporary
and permanent injunctions, specific performance and other equitable relief
without any showing of irreparable harm or damage or the posting of any bond, in
addition to any other rights or remedies which may then be available to the Fund
and (v) recovery from the Fund of its costs, expenses and reasonable attorneys'
fees (e) The provisions of this Section 7 shall survive the termination of this
Agreement. Section 8. Duties, Resl?onsibilities and Limitations of Liability.
(a) In the performance of its duties hereunder, Unified shall be obligated to
exercise due care and
diligence, and to act in good faith in performing the services provided for
under this Agreement. In performing its services hereunder, Unified shall be
entitled to rely on any oral or written instructions, notices or other
communications from the Fund and its custodian, officers and trustees,
investors, agents and other service providers which Unified reasonably believes
to be genuine, valid and authorized. Unified shall also be entitled to consult
with and rely on the advice and opinions of outside legal counsel retained by
the Fund, as necessary or appropriate.
(b) Unified shall not be liable for any error of judgment or mistake of law or
for any loss or expense suffered by the Fund, in connection with the matters to
which this Agreement relates, except for a loss or expense solely caused by or
resulting from willful misfeasance, bad faith or negligence on Unified's part in
the performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement. Any person, even though also an
officer, director, partner, employee or agent of Unified, who may be or become
an officer, trustee or employee of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund as such trustee,
employee or officer (other than services or business in connection with
Unified's duties hereunder) to be rendering such services to or acting solely
for the Fund and not as an officer, director, partner, employee or agent or
person under the control or direction of Unified even though paid by Unified.
(c) Except for a loss or expense solely caused by or resulting from willful
misfeasance, bad faith or negligence on Unified's part in the performance of its
duties or from reckless disregard by Unified of its obligations and duties under
this Agreement, Unified shall not be responsible for, and the Fund shall
indemnify and hold Unified harmless from and against, any and all losses,
damages, costs, reasonable attorneys' fees and expenses, payments, expenses and
liabilities arising out of or attributable to:
(i) all actions of Unified or its officers or agents required to be taken
pursuant to this Agreement; (ii) the reliance on or use by Unified or its
officers or agents of information, records, or documents which are received by
Unified or its officers or agents and fumished to it or them by or on behalf of
the Fund, and which have been prepared or maintained by the Fund or any third
party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with
the terms of this Agreement or the Fund's lack of good faith, or its actions, or
lack thereof involving negligence or willful misfeasance;
Unified Fund Services, Inc. Xxxxxxxx
Funds - 7
(iv) the breach of any representation or warranty of the Fund hereunder;
(v) the taping or other form of recording of telephone conversations or other
forms of electronic communications with investors and shareholders, or
reasonable '-" reliance by Unified on telephone or other electronic instructions
of any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized; (vi) the reliance
on or the carrying out by Unified or its officers or agents of any proper
instructions reasonably believed to be duly authorized by, or requests of, the
Fund; (vii) any delays, inaccuracies, errors in or omissions from data provided
to Unified by data and pricing services; (viii) the offer or sale of shares by
the Fund in violation of any requirement under the federal securities laws or
regulations or the securities laws or regulations of any state, or in violation
of any stop order or other determination or ruling by any federal agency or any
state agency with respect to the offer or sale of such shares in such state (1)
resulting from activities, actions, or omissions by the Fund or its other
service providers and agents, or (2) existing or arising out of activities,
actions or omissions by or on behalf of the Fund prior to the effective date of
this Agreement; and (ix) the compliance by the Fund, its investment adviser, and
its distributor with applicable securities, tax, commodities and other laws,
rules and regulations. Section 9. Terms. This Agreement shall become effective
on the date first herein above written and shall continue for an initial term of
two years, unless terminated earlier as provided in this Agreement,. Thereafter,
this Agreement shall continue in effect unless terminated by either party on at
least one hundred twenty (120) days' prior written notice. Upon termination of
this Agreement, the Fund shall pay to Unified such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
termination or the date that the provision of services ceases, whichever is
sooner. This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. Should the Fund exercise its right to
terminate this Agreement as provided for in this Section 9, the Fund agrees to
pay a tennination/conversion fee, simultaneous with the transfer of all Fund
records to the successor mutual fund service provider(s), in an amount equal to
the total compensation payable to Unified under this Agreement for the 30 day
period immediately preceding the termination notice date. In addition, the Fund
agrees to pay for all conversion tape set-up fees, test conversion preparation
and processing fees and final conversion fees. Such compensation to Unified
shall be for the expenses incurred in connection with the retrieval, compilation
and movement of books, records and materials relative to the deconversion or
conversion of Fund records to the successor mutual fund service provider as
directed by the Fund. Notwithstanding the foregoing, any amount owed by the Fund
to Unified prior to the ten-nination/conversion shall still be due and payable
under the terms of this Agreement. No such compensation shall be due to Unified
if Unified terminates this Agreement for reasons other than a default by the
Fund. Should Unified exercise its right to terminate this Agreement as provided
for in this Section 9, Unified agrees to pay for all of its conversion tape
set-up fees, test conversion preparation and processing fees, final conversion
fees, and the expenses incurred in connection with the movement of books,
records and materials relative to the deconversion or conversion of the Fund's
records to the successor mutual fund service provider as
directed by the Fund.
Upon the termination of the Agreement for any reason, Unified agrees to provide
the Fund with complete and accurate transfer agency, fund accounting and
administration records and to assist the Fund in the orderly
Unified Fund Services, Inc. Xxxxxxxx
Funds - 8
transfer of accounts and records. Without limiting the generality of the
foregoing, Unified agrees upon termination of this Agreement: (a) to deliver to
the successor mutual fund service provider(s), computer tapes containing the
Fund's accounts and records together with such record layouts and additional
information as may be necessary to enable the/successor mutual fund service
provider(s) to utilize the information therein; (b) to cooperate with the
successor mutual fund service provider(s) in the interpretation of the Fund's
account and records; (c) to forward all shareholder calls, mail and
correspondence to the new mutual fund service provider(s) upon de-conversion;
and (d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and the Fund.
Section 10. Notic@S-. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Rouiston Funds
0000 Xxxxxx Xxxxxx Xxxxx 0000
Xxxxxxxxx, XX 441 1 5
Attention: Secretary - Xxxxxxxx Funds
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first. Section 11.
Assignability. This Agreement shall not be transferred, assigned, sold or in any
manner hypothecated or pledged (collectively, "transferred") by a party without
the prior written consent of the other party. Any transfer of this Agreement
without the prior written consent of the other party will cause the Agreement to
immediately terminate. (As used in this Agreement, the term "assignment" shall
have the same meaning as ascribed to such term in the 1940 Act).
Section 12. Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
Section 13. Force Maieure. No party shall be responsible or liable to the other
party to this Agreement for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or
Unified Fund Services, Inc. Xxxxxxxx
Funds - 9
indirectly, by circumstances beyond its control, including without limitations,
acts of God, earthquake, fires, floods, wars, acts of civil or military
authorities, or governmental actions, nor shall any such failure or delay give
such other party the right to terminate this Agreement other than as otherwise
provided for in this Agreement.
Section 14. Use of Name. The Fund and Unified agree not to use the other's name
nor the names of such othees 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 othees
affiliates, designees, or assignees except where required by the U.S. Securities
and Exchange Commission or any state agency responsible for securities
regulation.
Section 15. Amendments. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
Section 16. Severabilitv. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
Section 17. Governing Law. This Agreement shall be governed by the laws of the
State of Indiana. Section 18. Limitation of Liability of the Trustees and
Shareholders. Rouiston Funds is a business trust organized under Chapter 1746,
Ohio Revised Code and under a Declaration of Trust, to which reference is hereby
made and a copy of which is on file at the Office of the Secretary of State of
Ohio as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "Rouiston Funds" entered into in the name or
on behalf thereof by any of the Trustees, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Fund personally,
but bind only the assets of the Fund, as set forth in Section 1746.13(A), Ohio
Revised Code, and all persons dealing with any of the Portfolios of the Fund
must took solely to the assets of the Fund belonging to such Portfolio for the
enforcement of any claims against the Fund.
Unified Fund Smices, Inc. Xxxxxxxx
Funds - 10
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.
Xxxxxxxx Funds
By:__/s/__________________ Date___3/31/00_________
Print Name:___Kenneth_J. Coleman_________
Title:___Chief Operating Officer____________________
Attest:__Colleen L. Rizzo_____________________
Unified Fund Services, Inc.
By:__/s/__________________ Date___3/30/00____
Print Name:___David A. Bogaert__________
Title:___President______________________
By:___/s/_______________________________ Date__3/30/00__
Print Name:__Linda Lawson_______________
Title:__Sr. Vice President, C.O.O.______
Attest:__Carol J. Highsmith_____________
EXHIBIT A to Mutual Fund Services Agreement
List of Portfolios
Xxxxxxxx Growth Fund
Rouiston Growth and Income Fund
Xxxxxxxx Government Securities Fund Rouiston Emerging Growth Fund
Xxxxxxxx International Equity Fund
Unified Fund Services,
Inc. Rouiston Funds - 12
EXMBIT B to Mutual Fund Services Agreement
General Description of Fund Administration Services
1. Financial and Tax Reportin
A. Prepare agreed upon management reports and Board of Trustees materials such
as unaudited financial statements, distribution summaries, expense accruals,
portfolio turnover, performance statistics, activity summaries, portfolio
compliance support documentation, and deviations of xxxx-to-market valuation and
the amortized cost for money market funds.
B. Report Fund performance to outside services as directed by Fund management.
C. Prepare and file Fund's Form N-SAR with the SEC.
D. Prepare and coordinate printing of Fund's Semiannual and Annual Reports to
Shareholders.
E. In conjunction with transfer agent, notify shareholders as to what portion,
if any, of the distributions made by the Fund's during the prior fiscal year
were exempt-interest dividends under Section 852(b)(5)(A) of the Code.
F. Provide Form 1099-MISC to persons other than corporations (i.e., Trustees)
to whom the Fund paid more than $600 during the year.
G. Provide financial information for Fund proxy statements and Prospectuses
(Expense Table). 11. Portfolio Comi2liance
A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed in the
current Prospectus and Statement of Additional Information.
B. Assist with monitoring each Portfolio's compliance with the requirements of
Section 851 of the Code for qualification as a RIC (i.e., 90% Income and
Diversification Tests of Sub Chapter M).
C. Assist with monitoring investment manager's compliance with Board directives
such as "Approved Issuers Listings for Repurchase Agreements", Rule 17a-7, and
Rule 12d-3 procedures.
Unified Fund Services, Inc. Rouiston Funds
- 13
111. Regulatory Affairs and Co!Morate Governance
A. Assist Fund counsel in the preparation and filing of post-effective
amendments to the Fund's registration statement on Form N-IA and
supplements as needed.
B. Administer shareholder meetings, and assist Fund counsel in the preparation
and filing of proxy materials.
C. Prepare and file Rule 24f-2 Notices.
D. Perform Blue Sky compliance functions: Prepare and file all state
notifications of intent to sell the Fund's securities including annual renewals,
adding new Portfolios, preparing and filing sales reports, filing copies of the
registration statement and final prospectus and statement of additional
information, and increasing registered amounts of securities in individual
states. Notify Fund of sales exceeding warning levels, recommend action and
register additional shares upon Fund approval.
E. Prepare Board materials for all Board meetings.
F. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.
G. Prepare and update documents such as charter document, By-Laws, foreign
qualification filings.
H. Assist in identifying and monitoring pertinent regulatory and legislative
developments which may affect the Fund and, in response to the results of such
monitoring, coordinate and provide support to the Fund and the Fund's investment
adviser with respect to those developments and results, including support with
respect to routine regulatory examinations or investigations of the Fund, and
with respect to such matters, to work in conjunction with outside counsel,
auditors and other professional organizations engaged by the Fund.
1. File copies of financial reports to shareholders with the SEC under Rule
3Ob2- 1.
IV. General Administration
A. For new Portfolios obtain Employer Identification Number and CUSIP numbers.
Estimate organizational costs and expenses and monitor against actual
disbursements.
B. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
Unified Fund Services, Inc. Rouiston Funds
- 14
EXHIBIT C to Mutual Fund Services Agreement
Description of Fund Accounting Services
1. General Description
Unified shall provide the following accounting services to the Fund:
A. Calculate dividend and capital gain distributions in accordance with
distribution icies detailed in the Fund's Prospectus. Assist Fund
management in making final determinations of d s ibution amounts in meeting
compliance with applicable tax provisions as directed by the Fund's account
B. Estimate and recommend year-end dividend and capital gain distributions
necessa. establish Fund's status as a regulated investment company ("RIC")
under Section 4982 of the lnte a revenue Code of 1986, as amended (the
"Code") regarding minimum distribution requirements.
C. Assist the Fund's public accountants or other professionals in preparing
and filing d's Federal tax return on Form 1120-RIC along with all state and
local tax returns where applicable. Also assist in preparing and filing
Federal Excise Tax Return (Form 8613).
D. Maintain the books and records and accounting controls for the Fund's
assets, including records of all securities transactions.
E. Calculate each Portfolio's net asset value in accordance with the
Prospectus, monitor the Fund's portfolio for corporate actions, established
variance levels, proper pricing, necessary manual pricing, and (once the
Portfolio meets eligibility requirements) transmit to NASDAQ and to such
other entities as directed by the Fund.
F. Account for dividends and interest received and distributions made by the
Fund.
G. Prepare Fund or Portfolio expense projections, establish accruals and review
on a periodic basis, including expenses based on a percentage of Fund's average
daily net assets (advisory, distribution/12bl and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.). Monitor expense limitations, if
applicable.
H. Produce transaction data, financial reports and such other periodic and
special reports as the Board may reasonably request.
1. Liaison with the Fund's independent auditors.
J. Monitor and administer arrangements with the Fund's Custodian and
depository banks.
K. A listing of reports that will be prepared, monitored for accuracy and
available to the Fund is included below.
Unified Fund Services, Inc. Rouiston
Funds - 15
11. Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
I .Portfolio Report 2. Cost Lot Report
3. Purchase Journal
4. SelYMaturity Journal
5. Amortization/Accretion Report 6. Maturity Projection Report
C. Pricing Reports
I .Pricing Report
2. Pricing Report by Market Value 3. Pricing Variance by % Change 4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual
Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report 2. Cash Availability Report 3. Settlement Journal
111. Monthly Reports
Standard Reports
I .Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
S. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet (fixed-income funds only)
IV. Other agreed upon reports not listed above.
Unified Fund Services, Inc. Xxxxxxxx Funds - 16
EXHIBIT D to Mutual Fund Services Agreement
Description of Transfer Aizency Services
The following is a general description of the transfer agency services Unified
shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund shareholder
the following: (i) name, address and tax identifying number; (ii) number of
shares of each Portfolio; (iii) historical information including, but not
limited to, dividends paid and date and price of all transactions including
individual purchases and redemptions; and (iv) any dividend reinvestment order,
application, dividend address and coffespondence relating to the current
maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the Fund in
accordance with the Fund's current registration statement. Upon receipt of any
check or other payment for purchase of shares of the Fund from an investor,
Unified will (i) stamp the envelope with the date of receipt, (ii) forthwith
process the same for collection, (iii) determine the amounts thereof due the
Fund, and notify the Fund of such determination and deposit, such notification
to be given on a daily basis of the total amounts determined and deposited to
the Fund's custodian bank account during such day. Unified shall then credit the
share account of the investor with the number of Portfolio shares to be
purchased made on the date such payment is received by Unified, as set forth in
the Fund's current prospectus and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions which the Fund may
give to Unified with respect to the timing or manner of acceptance of orders for
shares relating to payments so received by it.
D. Redeml2tion Orders. Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or non-certificate
form, and process redemptions and repurchase requests as follows: (i) if such
certificate or redemption request complies with the applicable standards
approved by the Fund, Unified shall on each business day notify the Fund of the
total number of shares presented and covered by such requests received by
Unified on such day; (ii) on or prior to the seventh calendar day succeeding any
such requests received by Unified, Unified shall notify the Custodian, subject
to instructions from the Fund, to transfer monies to such account as designated
by Unified for such payment to the redeeming shareholder of the applicable
redemption or repurchase price; (iii) if any such certificate or request for
redemption or repurchase does not comply with applicable standards, Unified
shall promptly notify the investor of such fact, together with the reason
therefor, and shall effect such redemption at the Fund's price next determined
after receipt of documents complying with said standards, or, at such other time
as the Fund shall so direct.
E. Telel2hone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current Prospectus. Unified shall be
permitted to redeem, exchange and/or transfer Fund shares from any account for
which such services have been authorized.
F. Transfer of Shares. Upon receipt by Unified of documentation in proper form
to effect a transfer of shares, including in the case of shares for which
certificates have been issued the share certificates in proper form for
transfer, Unified will register such transfer on the Fund's shareholder
records maintained by Unified
Unified Fund Services, Inc. Xxxxxxxx Funds
- 17
pursuant to instructions received from the transferor, cancel the certificates
representing such shares, if any, and if so requested, countersign, register,
issue and mail by first class mail new certificates for the same or a smaller
whole number of shares.
G. Shareholder Communications and Meetings. Address and mail all communications
by the Fund to its shareholders promptly following the delivery by the Fund of
the material to be mailed. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render periodic
reports to the Fund on the progress of such tabulation, and provide the Fund
with inspectors of election at any meeting of shareholders.
H. Share Certificates. If the Fund issues certificates, and if a shareholder of
the Fund requests a certificate representing his shares, Unified as Transfer
Agent, will countersign and mail by first class mail with receipt confirmed, a
share certificate to the investor at his/her address as it appears on the Fund's
transfer books. Unified shall supply, at the expense of the Fund, a supply of
blank share certificates. The certificates shall be properly signed, manually or
by facsimile, as authorized by the Fund, and shall bear' the Fund's seal or
facsimile; and notwithstanding the death, resignation or removal of any officers
of the Fund authorized to sign certificates, Unified may, until otherwise
directed by the Fund, continue to countersign certificates which bear the manual
or facsimile signature of such officer.
1. Returned checks. In the event that any check or other order for the payment
of money is returned unpaid for any reason, Unified will take such steps,
including redepositing the check for collection or returning the check to the
investor, as Unified may, at its discretion, deem appropriate and notify the
Fund of such action, or as the Fund may instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
Unified Fund Services, Inc. Rouiston
Funds - 18
EXHIBIT E to MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE The prices contained herein are effective for
twelve months ftom the execution date of the Transfer Agency contract. I
Conversion Fee: Manual conversion/new fund establishment - fee not to exceed S
1,500 per portfolio. Electronic conversions - S 1.50 per shareholder account
with a $5,000 minimum fee. 11 Standard Base Fee for Standard Base Services Base
Fee With Shareholder Services The Base Fee' is $17.00 for money market funds and
$15.00 for equity/bond funds per active Shareholder Account per year with a
minimum fee of $12,000' per initial Fund and/or share classes per year plus
$9,000' per year for each additional Fund/share class. An Active Shareholder
Account is any Shareholder Account existing on Transfer Agent's computerized
files with a non-zero Share balance. There is a $.50 per account charge for any
account with a zero share balance for the current month, as deten-nined on the
last day of each month. The base fee will be billed on a monthly basis.
Base Fee Without Shareholder Services
The Base Fee' is $17.00 for money market funds and $15.00 for equity/bond funds
per active Shareholder Account per year with a minimum fee of $10,000' per
initial Fund and/or share classes per year plus $7,200' per year for each
additional Fund/share class. An Active Shareholder Account is any Shareholder
Account existing on Transfer Agent's computerized files with a non-zero Share
balance. There is a $.50 per account charge for any account with a zero share
balance for the current month, as determined on the last day of each month. The
base fee will be billed on a monthly basis. The annual minimums will not apply
to the Unified Taxable Money Market Fund, if it is used as the money market
portfolio.
'The Base Fee does not include: forms design and printing, statement production,
envelope design and printing, postage and handling, shipping, statement
microfiche copies and 800 number access to Unified's shareholder services group.
'Discount based on assets per portfolio and/or share class:
$0 - 2 Million 50% $2 - 5 Million 25% $5 Plus Million 0%
Unified supports for an additional monthly fee of $0.05 per Active Shareholder
account per service: receivables accounting, 12b- I fund reporting, back-end
sales load recapture accounting, and/or detailed dealer and representative load
commission accounting and reporting. Funds paying dividends more frequently than
once per quarter (generally, money market funds) are charged an additional $0.30
per month per [Active Shareholder] account.
Unified will provide lost account search services in connection of SEC Rules
17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These "Electronic
Data Search Services" will be performed on a semi-annual basis. This service
will apply to only Active Shareholder Accounts maintained on the transfer agency
system coded as RPO accounts.
In addition to the above fees, there will be a $200.00 per day minimum fee/rerun
charge when the nightly processing has be repeated due to incorrect NAV or
dividend information received from the Portfolio Pricing Agent due incorrect or
untimely information provided by an Advisor or its Agent
III Standard Services Provided
Unified Fund Services, Inc.
Xxxxxxxx Funds - 19
-Open new accounts
-Maintain Shareholder accounts Including:
-Maintain certificate records
-Change addresses (provide written confirmation to shareholders) -Prepare daily
reports on number of Shares, accounts -Prepare Shareholder federal tax
information -Withhold taxes on U.S. resident and non-resident alien accounts and
handle solicitation of W-9's and W-S's annually- -Reply to Shareholder calls and
correspondence other than that for Fund information and related inquiries
-Process purchase of Shares (including Automatic Investment Plans) -Issue/Cancel
certificates (Excessive use may be subject to additional charges) -Process
partial and complete redemptions (including systematic withdrawals) -Process
regular and legal transfer of accounts -Mail semi-annual and annual reports
-Process dividends and distributions -Prepare Shareholder meeting lists -Process
one proxy per year per fund. Tabulation is limited to three. -Receive and
tabulate proxies -Confirm all transactions as provided by the terms of each
Shareholder's account -Provide a system which will enable Fund to monitor the
total number of Shares sold in each state. System has capability to halt sales
and wam of potential oversell. (Blue Sky Reports) -Determine/identify lost
Shareholder accounts -Produce and mail shareholder statements, confirms and tax
forms including linkage of related accounts to statements. -Monitor shareholder
calls via tape and report monthly phone statistics (i.e. volume, average answer
speed, abandon rates, as well as automated voice response system usage volume).
-Report QC statistics monthly to management -Process transactions via check, Fed
wire or ACH -Monitor timely settlement and cash movement for all activity,
including NSCC. -Process shareholder account maintenance and transaction
adjustments -Maintain DDA accounts and handle Cash Management -Handle XXX
processing activity including: Rollover, Transfers, Distributions, Custodian
Acceptance, 70 V2 Requirement notifications, RMD calculations, beneficiary and
birth date information. -Prepare and oversee the microfiche (or other medium
exactable to the SEC) for year-end statements and tax forms and maintain a
system to access and store historical fiche for copies in research -Handle any
other mutually agreed to services not listed here.
IV Standard Reports Available
- 12b- I Disbursement Report -Holdings by Account Type - 12b- I
Disbursement Summary -Posting Details
-Dealer Commission Report -Posting Summary
-Dealer Commission Summary Report -Settlement Summary -Exchange Activity
Report -Tax Register
-Fees Paid Summary Report -Transactions Journal
-Fund Accrual Details -Other agreed upon reports not listed here
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $ 1 00 per month -Networking
processing $150 per month -Fund/Serv
transactions $0.35 per trade -Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
Unified Fund Services, Inc.
Rouiston Funds - 20
VI Additional Fees for Services Outside the Standard Base
-interactive Voice Response System Set-up and maintenance Pass through
-Archiving of old records/storage of aged records Pass through -Off-line
Shareholder research $25/hour (Billed to customer account) -Check copies $3/cach
(Billed to customer account) -Statement copies $5/each (Billed to customer
account) -Mutual Fund fulfiUment/prospect file maintenance $ 1.00/item
-Shareholder communications charges (Faxes) Pass through -Leased Me/equipment on
TA's computer system Pass through -Dial-up access to TA's computer system Pass
through -Labels (including householdinp, labels) $.05 ea/$100 minimum
-Electronic filings of approved forms $75/transmission -Monthly Director's
Reports $25/mo/portfolio -AD-HOC REPORTWRITER Report Generation $50.00 per
report -Bank Reconciliation Service $50.00 monthly maintenance fee per bank
account $1.50 per bank item -Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour -Additional Proxy Processing:
Each processing $225.00 fixed charge per processing Preparation and
Tabulation $0.145/proxy issued (includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $23.00 fixed charge per processing $0.02 per proxy
tabulated
-XXX custody services through Unified Management
Corp $15.00 per tax I.D. per XXX account type
Unified Fund Services, Inc. 3/30/00
Xxxxxxxx Funds - 21
FUND ACCOUNTING FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of the Fund Accounting contract. Standard Fee 0.05% for the first $50
million in average net assets per portfolio per year; 0.04% from $50 million to
$I 00 million in average net assets per portfolio per year; 0.03% from $100
million to $350 million in average net assets per portfolio per year; and 0.02%
over $350 million in average net assets per portfolio per year.
Out of Pocket Fees: Fees charged for outside pricing services and all
accompanying administrative expenditures. Subject to a $1 8,000' annual minimum
per portfolio (one share class) plus $7,200' per additional share class for U.S.
Domestic funds and $20,000 plus $9,000 for Intemational/Global funds. Fees are
billed on a monthly basis. The annual fees will not apply to the Unified Taxable
Money Market Fund, if it is used as the money market portfolio.
'Discount based on total fund assets:
$0 - 2 Million 50% $2 - 5 Million 25% $5 Million Plus 0%
Standard Services Provided
-Daily processing of Fund transactions
-Ability to specify and execute partial sales on FIFO, LIFO, high cost, low cost
and specifically identified lots -"As-of' reporting, as far back as transactions
are maintained -Monitoring and communication to management and adviser(s) on
cash activity -General ledger processing -Calculations of Net Asset Value
-Calculations of Money Market Daily Dividend Factor -Reporting of NAV to NASDAQ
and Fund management -Reporting of NAV to principal reporting services (Lipper,
etc.) -Daily portfolio valuation -Estimation of semi-annual income and capital
gain distributions -Provide information to complete semi-annual and annual
financial statements and Director's reports -Coordination with auditors
-Coordination and communication with investment advisers -Payables processing
-Full bond accrual, accretion, amortization, including variable rates -Daily
accrual and amortization of income and expense -Full accounting for all
securities transactions -Complete audit trail -Automated securities and income
records -Fiscal year-end processing -Load funds processing -All other services
listed under Exhibit C to the Mutual Fund Services Agreement and any mutually
agreed to services not listed above.
Unified Fund Services, Inc. 3/30/00 Xxxxxxxx
Funds - 22
Standard Rei3orts Provided
-Daily cash reports
-Daily portfolio valuations -Daily Pricing Sheets
-Weekly accruals transactions listing -Standard monthly Closing Packages
-Monthly general ledger activity report as requested
- Reports to assist in the preparation of semi-annual and annual financial
statements -Dividend estimations worksheet -Pre-approved audit schedules -Broker
commissions report for N-SAR filings -Financial schedules for proxy statements
and prospectuses *Requests for Unified to provide standard reports with
increased frequency may be subject to additional service fees.
Optional Services Available - Initial (for desired services)
-Additional portfolio sub-adviser fee $10,000/portfolio
-Multiple custodian fee $5,000/fund group
-GNMA securities fee $2,500/portfolio -Quarterly financial
statement preparation fee $5,000/portfolio
-Creation of semi-annual and annual reports $3,000/fund group -Statistical
reporting fee (ICI, Lipper, Donoghue, etc.) $ 1 00/report
-S.E.C. audit requirements pass through
-Processing of backup withholding $1,500/portfolio
Special Report Generation Fees
AD-HOC Report Generation $75.00 per report
Reruns $75.00 per run Extract
Tapes $1 1 0.00 plus
SVstems Programmin2 Labor Charges
System Support Repesentatives $ 1 00.00/hour Programmers,Consultants or
Department Heads $125.00/hour Officers $150.00/hour Rei3ricinf! Charizes For
incorrect or untimely information provided by an Advisor or its Agent, Unified
will charge $200.00 per day for each day that a portfolio is repriced.
De-Conversion Fees
De-Conversion fees will be subject to additional charges commensurate with
particular circumstances and dependent upon scope of problems.
Unified Fund Services, Inc. 3/30/00
Xxxxxxxx Funds - 23
ADMINISTRATWE SERVICES FEE SCHEDULE Standard Fee
0.07% for the first $100 million in average net assets of the portfolio per
year; 0.05% ftom $I 00 million to $250 million in average net assets of the
portfolio per year; 0.03% from $250 million to $500 million in average net
assets of the portfolio per year; and 0.02% over $500 million in average net
assets of the portfolio per year.
Subject to a $15,000' annual minimum per portfolio (one share class) plus
$5,000' per additional share class. Fees are billed on a monthly basis.
'Discount based on total fund assets:
$0 - 2 Million 50% $2 - 5 Million 25% $5 Million Plus 0%
Standard Services
1. Assist in the development of and monitoring of compliance procedures for the
Fund. Monitoring is limited to supervision of activities for which Unified or
one of its affiliates prepares and maintains books and records. 2. Determine,
together with the Fund's Board of Trustees, the jurisdictions in which the
Fund's Shares are to be registered or qualified for sale.
3. Assist in the preparation of the Fund's Registration Statement on Form N I
-A or any replacement thereof. Limited to one filing per the Fund's fiscal
year.
4. Assist in the preparation of the Fund's prospectus and statement of
additional information. Limited to one filing per the Fund's fiscal year.
5. Assist in the preparation of supplements to the prospectus and statement of
additional information. Limited to one filing per six months.
6. Maintenance of the registrations or qualifications of Shares for sale under
the securities laws of the states.
7. Assist in preparation, filing and mailing of Proxy Statement for Annual
Shareholders Meeting. (Assistance with Special Shareholders Meetings, i.e.
involving fund mergers subject to separate charge.)
8. Assist in the review of sales literature (advertisements, brochures and
Shareholder communications) for the Fund, including filing with the
National Association of Securities Dealers and state securities regulatory
agencies. Cost of the filing is to be paid by the Fund. Limited to ten
pieces of sales literature per month.
9. Assist in the monitoring of regulatory and legislative developments.
IO. Assist the Fund in routine regulatory examinations or investigations of the
Fund. (Costs of preparing specially tailored reports and/or special computer
programming to meet Fund's request will be subject to separate charge.) I 1. All
of the services listed on Exhibit B to the Mutual Fund Services Agreement and
any other mutually agreed to services not listed above.
Unified Fund Services, Inc. 3/30/00
Xxxxxxxx Funds - 24
Additional Services and Fees
1. Assistance in preparation and filing for an exemptive order
or no action letter ftom the Securities and Exchange Commission $1,500 minimum
2. Assist in the preparation of additional Fund's Registration
Statement on Form N I -A or any replacement thereof $500 minimum
3. Assistance in preparation, filing and vote compilation of
Proxy Statement for Special Shareholders Meeting. $10,000 minimum per
Special Meeting
4. Assistance in Dissolution and Deregistration of the Trust
(including related Proxy Statement) $15,000 minimum
5. Reorganization/N4erger of the Trust or portfolios (including
proxy statement and excluding tax opinion) $17,000 minimum
6. Assist in the review of sales literature. $35 per piece minimum 7.
State Blue Sky Registration $25 per state fimg 8. Such
other duties related to the administration of the
Trust as agreed to by Unified Fund Services. Negotiable
Unified Fund Services, Inc.
3/30/00 Xxxxxxxx Funds - 25
