MUTUAL FUND SERVICES AGREEMENT
Fund Administration Services
Fund Accounting Services
Transfer Agency Services
between
THE UNIFIED FUNDS
and
UNIFIED FUND SERVICES, INC.
January 30, 1998
Exhibit A - List of Portfolios
Exhibit B - Fund Administration Services Description
Exhibit C - Fund Accounting Services Description
Exhibit D - Transfer Agency Services Description
Exhibit E - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of January 30, 1998, between The
Unified Funds, an Ohio business trust (the "Fund"), and Unified Fund Services
Inc., an Indiana corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent, 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. Appointment. 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 furnish the services herein set forth in return
for the compensation as provided in Section 6 and Exhibit A to this Agreement.
The Fund will initially consist of the portfolios, funds and/or classes of
shares (each an "Portfolio"; collectively the "Portfolios") listed on Exhibit A,
attached hereto. 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;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund
represents and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the
laws of the State of Indiana;
(b) the Fund is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this Agreement, and the Fund has
taken all requisite proceedings to authorize the Fund to enter into and perform
this Agreement;
(c) the Fund is an investment company properly registered under the
1940 Act; a registration statement under the Securities Act of 1933, as amended
("1933 Act") and the 1940 Act on Form N-lA has been filed and will be effective
and will remain effective during the term of this Agreement, and all necessary
filings under the laws of the states will have been made and will be current
during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly furnish to
Unified such copies, properly certified or authenticated, of contracts,
documents and other related information that Unified may 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-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(f) Copies of the Investment Advisory 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 control, 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 by
the Board:
(i) Fund Administration, as described on Exhibit B to this Agreement.
(ii) Fund Accounting, as described on Exhibit C to this Agreement.
(iii) Transfer Agency, as described on Exhibit D to this Agreement.
(iv) Dividend Disbursing. Unified will serve as the Fund's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. The Fund will advise
Unified in advance of the declaration of any dividend or distribution and the
record and payable date thereof. Unified will, on or before the payment date of
any such dividend or distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or distribution payable in
cash, and on or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account and/or certificates delivered where
requested. A shareholder not electing issuance of certificates will receive a
confirmation from Unified indicating the number of shares credited to his/her
account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of Unified or a
corporate affiliate of Unified);
(ii) provide or otherwise obtain personnel sufficient, in Unified's
sole discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which Unified, in its sole
discretion, believes are necessary or desirable for provision of the services
contemplated herein; and
(iv) keep records relating to the services provided hereunder in such
form and manner as set forth on 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 31a-2 under the 1940 Act, maintained at
the Fund's expense, and made available in accordance with such Section and
rules. Unified further agrees to surrender promptly to the Fund upon its request
and cease to retain in its records and files those records and documents created
and maintained by Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement. (a) As compensation
for the services rendered to the Fund pursuant to this Agreement the Fund shall
pay 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 upon receipt of
the invoice. Upon any termination of this Agreement and before the end of any
month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person
or persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers 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 borne by the
Fund, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of Unified, or the Fund's investment
adviser or distributor; SEC and state Blue Sky registration and qualification
fees, levies, fines and other charges; advisory and administration 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 for regulatory purposes and
for distribution to current shareholders of the Fund (the Fund's distributor to
bear the expense of all other printing, production, and distribution of
prospectuses, statements of additional information, and marketing materials);
expenses of printing and production cost of shareholders' reports and proxy
statements and materials; costs and expense of Fund stationery and forms; costs
and expenses of special telephone and data lines and devices; costs associated
with corporate, shareholder, and Board meetings; and any extraordinary expenses
and other customary Fund expenses. 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.
(e) The Fund may request additional services, additional processing, or
special reports. Such requests may be provided by Unified at additional charges.
In this event, the Fund shall submit such requests in writing together with such
specifications as may be reasonably required by Unified, and Unified shall
respond to such requests in the form of a price quotation. The Fund's written
acceptance of the quotation must be received prior to implementation of such
request.
Additional services will be charged at Unified's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
Unified will render, after the close of each month in which services
have been furnished, a statement 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 Star 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. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to the Fund and obtaining
approval in writing from the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Service agent may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Unified
with respect to Internal Revenue Service levies, subpoenas and similar actions,
or with respect to any request by the Fund.
Section 8. Duties. responsibilities and Limitations of Liability.
(a) In the performance of its duties hereunder, Unified shall be
obligated to exercise due care and diligence, and to act in good faith in
performing 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 gross 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's liability
under this Agreement for any cause whatsoever shall be limited to the total
amount of fees paid to Unified under this Agreement for the prior year. Any
person, even though also an officer, director, partner, employee or agent of
Unified, who may be or become an officer, director, partner, employee or agent
of the Fund, shall be deemed when rendering services to the Fund or acting on
any business of the Fund (other than services or business in connection with
Unified's duties hereunder) to be rendering such services to or acting solely
for 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) Subject to Section 8(b) above, 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 furnished 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;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any person
acting on behalf of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized, or
requests of the Fund or recognition by Unified of any share certificates which
are reasonably believed to bear the proper signatures of the officers of the
Fund and the proper countersignature of any transfer agent or registrar of the
Fund;
(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 hereinabove written. This Agreement may be modified or amended from time
to time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety (90)
days' prior written notice. Upon termination of this Agreement, the Fund shall
pay to Unified 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 later.
Section 10. Notices. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
The Unified Funds
000 X. Xxxxxxxxxxxx Xx.
Xxxxxxxxxxxx, XX 00000
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx
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 facsimilie, whichever occurs first.
Section 11. Assignability. This Agreement shall not be assigned by
either party hereto without the prior written consent of the other party.
Section 12. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
Section 13. Force Majeur. Unified shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitations, acts of God, earthquake, fires, floods,
wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Fund the right to terminate this Agreement.
Section 14. Use or Name. The Fund and Unified agree not to use the
other's name nor the names of such other's affiliates, designees, or assignees
in any prospectus, sales literature, or other printed material written in a
manner not previously, expressly approved in writing by the other or such
other's affiliates, designees, or assignees except where required by the SEC or
any state agency responsible for securities regulation.
Section 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 chanted, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought
Section 16. Severability. If any provision of this Agreement is invalid
or unenforceable, the balance of the Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
Section 17. Governing Law. This Agreement shall be governed by the laws
of the State of Indiana
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Starwood Strategic Fund
Xxxxxxx Fund
First Lexington Balanced Fund
Taxable Money Market Fund
EXHIBIT B
to
Mutual Fund Services Agreement
General description of Fund Administration Services
A. Financial and Tax Reporting
Prepare agreed upon management reports and Board of Trustees materials
such as unaudited financial statements, distribution summaries, 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. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's Prospectus. Assist Fund
management in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Fund's status as a regulated investment company
("RIC") under Section 4982 of the Internal Revenue Code of 1986, as
amended (the "Code") regarding minimum distribution requirements.
E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1 12()RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).
F. Prepare and file Fund's Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.
H. 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.
I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees) to whom the Fund paid more than $600 during the year.
J. Prepare and file California State Expense Limitation Report, if
applicable.
K. Provide financial information for Fund proxy statements and
Prospectuses (Expense Table).
II. Portfolio Compliance
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, 30% Income-Short Three, Diversification Tests).
C. Assist with monitoring investment manager's compliance with Board
directives such as TMApproved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12(1-3 procedures.
D. Administer compliance by the Fund's Trustees, officers and "access
persons" under the terms of the Fund's Code of Ethics and SEC
regulations.
III. Regulatory Affairs and Corporate Governance
A. Assist Fund counsel in the preparation and filing of post-effective
amendments to the Fund's registration statement on Form N-lA 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 and related legal opinions (state
corporate law legal opinion to be furnished by Fund counsel).
D. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering 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.
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 on conjunction with outside counsel,
auditors and other professional organizations engaged by the Fund.
I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
VI. General Administration
A Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, directors' fees, etc.).
B. For new Portfolios obtain Employer Identification Number and CUSIP
numbers. Estimate organizational costs and expenses and monitor against
actual disbursements.
C. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
Dated: January 30, 1998
EXHIBIT C
to
Mutual Fund Services Agreement
Description of Fund Accounting Services
I. General Description
Unified shall provide the following accounting services to the Fund:
A Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions.
B. Calculation of each Portfolio's net asset value in accordance with the
Prospectus and (once the Portfolio meets eligibility requirements)
transmission to NASDAQ and to such other entities as directed by the
Fund.
C. Accounting for dividends and interest received and distributions made
by the Fund.
D. Production of transaction data, financial reports and such other
periodic and special reports as the Board may reasonably request.
E. Liaison with the Fund's independent auditors.
F. Monitoring and administration of arrangements with the Fund's
Custodian and depository banks.
G. A listing of reports that will be available to the Fund is included
below.
II. Daily Reports
A General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
IV. Monthly Reports
Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10.SEC Yield Calculation Work Sheet (fixed-income funds only)
EXHIBIT D
to
Mutual Fund Services Agreement
Description of Transfer Agency Services
The following is a general description of the transfer agency services
Unified shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying
number; (ii) number of shares of each Portfolio; (iii) historical
information including, but not limited to, dividends paid and date and
price of all transactions including individual purchases and
redemptions; and (iv) any dividend reinvestment order, application,
dividend address and correspondence relating to the current maintenance
of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cograaance 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. Redemption 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 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 of 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 of, at such other time as the Fund shall so direct.
E. telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
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 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 mall 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 mall 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 hooks. Unified
shall supply, at the expense of the Fund, a supply of blank share
certificates. The certificates shall be properly signed, manually or be
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.
I. 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.