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FORM N-1A, Item 23(h)(3)
TRANSFER AGENCY AGREEMENT
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MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
ONEAMERICA FUNDS, INC.
and
UNIFIED FUND SERVICES, INC.
March 10, 2006
Exhibit A - List of Portfolios
Exhibit B- Transfer Agency Services Description
Exhibit C- Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 10, 2006, between
OneAmerica Funds, Inc., a Maryland corporation (the "Fund"), and Unified Fund
Services, Inc., a Delaware corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent services with respect to the Fund, and Unified is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent services for the Fund, subject to the supervision of the Board of
Directors of the Fund (the "Board"), for the period and on the terms set forth
in this Agreement. Unified accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
6 and Exhibit C to this Agreement. The Fund will initially consist of the
portfolios, funds and/or classes of shares (each a "Portfolio"; collectively the
"Portfolios") listed on Exhibit A. The Fund shall notify Unified in writing of
each new 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 Deleware;
(b) Unified is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement,
and all requisite corporate proceedings have been taken by Unified to
authorize Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and
obligations hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform
its duties and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund represents
and warrants to Unified that:
(a) the Fund is a corporation duly organized and existing under the laws
of the State of Maryland;
(b) the Fund is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement,
and the Fund and its Board have taken all requisite proceedings and
actions to authorize the Fund to enter into and perform this
Agreement;
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(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-IA has been filed and
will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform
its duties and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents and Other Materials.
(a) The Fund will promptly furnish to Unified such copies, properly
certified or authenticated, of contracts, documents and other related
information that Unified may request or require to properly discharge
its duties. Such documents may include, but are not limited to, the
following:
(i) resolutions of the Board authorizing the appointment of Unified
to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement;
(ii) the Fund's Articles of Incorporation;
(iii) the Fund's By-Laws, anti-money laundering policies, and code of
ethics;
(iv) the Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission
("SEC");
(v) the Fund's most currently effective registration statement
including exhibits, as amended, on Form N-1A (the "Registration
Statement") under the 1933 Act and the 1940 Act, as filed with
the SEC;
(vi) copies of the Management Agreement between the Fund and each
investment advisor to a Portfolio, the Advisory Agreement between
each investment advisor and each sub-advisor to a Portfolio, if
any, each advisor's or sub- advisor's proxy voting procedures,
and copies of the advisor's and the Fund's errors and omissions
and directors' and officers' insurance policies;
(vii) opinions of counsel and auditors reports;
(viii) the Fund's currently effective Prospectus and Statement of
Additional Information relating to all Portfolios and all
amendments and supplements thereto (such Prospectus and Statement
of Additional Information and supplements thereto, as presently
in effect and as from time to time hereafter amended "and
supplemented, herein called the "Prospectuses"); and
(ix) such other agreements as the Fund may enter into from time
to-time, including securities lending agreements, futures and
commodities account agreements, brokerage agreements and options
agreements.
(b) The Fund shall cause to be turned over to Unified copies of all
records of, and supporting documentation relating to, its accounts
(including account applications and related documents, records of
dividend distributions, NAV calculations, tax reports and returns, and
receivables and payables) for all Portfolios and matters for which
Unified is responsible hereunder, together with such other records
relating to such Portfolios and matters as may be helpful or necessary
to Unified's delivery of services hereunder, including copies of
litigation, regulatory inquiries or investigations, or other
litigation involving the Fund during the three years preceding the
date of this Agreement. Such records and documenation
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shall be in electronic format to the extent practicable. The Fund also
shall cause to be delivered to Unified reconciliations (as of the date
Unified begins providing services hereunder) of each Portfolio's
outstanding shares, securities and cash held by each Portfolio,
checking accounts, outstanding redemption checks and related accounts,
tax payments and backup withholding accounts, and any other demand
deposit accounts or other property held or owned by a Portfolio. The
parties acknowledge that Unified will rely on these reconciliations
(and other balances provided by Unified's predecessor) as opening
balances for the performance of its services. On an ongoing basis, the
Fund, through each advisor or sub-advisor to a Portfolio, shall cause
to be turned over to Unified all trade tickets and other documents
evidencing transactions made on behalf of the Portfolio as and when
made.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the direction
and supervision of the Fund's Board, and in compliance with the
objectives, policies and limitations set forth in the Fund's currently
effective Registration Statement, Articles of Incorporation and
By-Laws; applicable laws and regulations; and all resolutions and
policies implemented by the Board, and further subject to Unified's
policies and procedures as in effect from time to time:
(i) Transfer Agency Services, as described on Exhibit B to this
Agreement. In connection with such services, Unified is hereby
granted such power and authority as may be necessary to establish
one or more bank accounts for the Fund with the Fund's custodian
bank or banks as approved by the Board and as may be necessary or
appropriate from time to time in connection with the services
performed by Unified. The Fund shall be deemed to be the customer
of such bank or banks for purposes of this Agreement. To the
extent that the performance of such service hereunder shall
require Unified to disburse amounts from such accounts in payment
of dividends, redemption proceeds or for other purposes, the Fund
shall provide such bank or banks with all instructions and
authorizations necessary, if any, for Unified to effect such
disbursements. The Fund shall cause any predecessor banks to
provide Unified with such records as may be helpful or necessary
in connection with the services provided by Unified under this
Agreement.
(ii) Unified AML Program. Services. Unified will not provide AML
Program Services to the Fund. Because of the omnibus nature of
the shareholder accounts on Unified's books and records, AML
requirements will be satisfied by other agents of the Fund.
Unified shall bear no responsibility for AML Program policies and
procedures with respect to shareholder accounts of the Fund.
(iii) Dividend Disbursing. Unified will serve as the Fund's dividend
disbursing agent. Unified will prepare and mail checks, place
wire transfers of credit income and capital gain payments to
shareholders. The Fund will advise Unified in advance of the
declaration of any dividend or distribution by a Portfolio and
the record and payable date thereof. Unified will, on or before
the payment date of any such dividend or distribution, notify a
Portfolio's Custodian of the estimated amount required to pay any
portion of such dividend or distribution payable in cash, and on
or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified sufficient
funds for the cash amount to be paid out. If a shareholder is
entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to
each shareholder's account and/or certificates delivered where
requested. A shareholder not receiving certificates will receive
a confirmation from Unified indicating the number of shares
credited to his/her account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of
Unified or a corporate affiliate of Unified);
(ii) provide or otherwise obtain personnel sufficient, in Unified's
sole discretion, for provision or the services contemplated
herein;
(iii) furnish equipment and other materials, which Unified, in its
sole discretion, believes are necessary or
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desirable for provision of the services contemplated herein; and
(iv) keep records relating to the services provided hereunder in such
form and manner as set forth on (or required by policies
described in) Exhibit B and as Unified, in its sole discretion,
may otherwise deem appropriate or advisable, all in accordance
with the 1940 Act. To the extent required by Section 31 of the
1940 Act and the rules thereunder, Unified agrees that all such
records prepared or maintained by Unified relating to the
services provided hereunder are the property of the Fund and will
be preserved for the periods prescribed under Rule 31a-2 under
the 1940 Act, maintained at the Fund's expense, and made
available to the SEC staff for inspection in accordance with such
Section and rules. Subject to the provisions of Section 9 hereof,
Unified further agrees to surrender promptly to the Fund upon its
request those records and documents created and maintained by
Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement the Fund shall pay Unified on a monthly basis those fees
determined as set forth on Exhibit C to this Agreement. The fees set
forth on Exhibit C may be adjusted from time to time by agreement of
the parties. Upon any termination of this Agreement before the end of
any month, the fee for the part of the month before such termination
shall be equal to the fee normally due for the full monthly period and
shall be payable, without setoff, upon the date of termination of this
Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall
be computed as required by its currently effective Prospectus,
generally accepted accounting principles and resolutions of the Board.
(c) Unified may from time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of
this Agreement. Except as otherwise expressly provided in this
Agreement, the compensation of such person or persons for such
employment shall be paid by Unified and no obligation will be incurred
by or on behalf of the Fund in such respect.
(d) Unified will bear all of its own expenses incurred by reason of its
performance of the services required under this Agreement, except as
otherwise expressly provided in this Agreement. The Fund agrees to
promptly reimburse Unified for any equipment and supplies specially
ordered by or for the Fund through Unified and for any other expenses
not contemplated by this Agreement that Unified may incur on the
Fund's behalf, at the Fund's request or as consented to by the Fund.
Such other expenses to be incurred in the operation of the Fund and to
be borne by the Fund, include, but are not limited to: taxes;
interest; brokerage fees and commissions; salaries and fees of
officers and directors who are not officers, directors, shareholders
or employees of Unified or Unified's affiliates; SEC and state Blue
Sky registration and qualification fees, levies, fines and other
charges; advisory fees; Fund chief compliance officer expenses;
charges and expenses of custodians; insurance premiums including
fidelity bond premiums, errors and omissions and directors and
officers 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 costs of shareholders' reports and
proxy statements and materials; costs and expenses of Fund stationery
and forms; costs and expenses of special telephone and data lines and
devices; costs associated with corporate, shareholder and Board
meetings; and any extraordinary expenses and other customary mutual
fund expenses.
(e) The Fund may request additional services, additional processing or
special reports. Additional services, including third party services,
generally will be charged at Unified's standard rates or at such other
rate as agreed by the parties. The parties acknowledge that the Fund
is under no obligation to avail itself of third party services through
Unified, and is free to choose its own service provider, so long as
such choice does not cause additional work on Unified's part.
(f) All fees, out-of-pocket expenses or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice. No fees, out-of-pocket expenses or other
charges set forth in this Agreement shall be subject to setoff.
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Unified will render, after the close of each month in which services have
been furnished, a statement reflecting the charges for such month. Charges
remaining unpaid after thirty (30) days shall bear interest at the rate of 1.5%
per month (including specific amounts which are contested in good faith by the
Fund as provided in the next paragraph, unless such amounts prove not to be
payable), and all costs and expenses of effecting collection of any such charges
and interest, including reasonable attorney's fees, shall be paid by the Fund to
Unified.
In the event that the Fund is more than sixty (60) days delinquent in its
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which are contested in good faith by the Fund as
provided below), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by Unified. The Fund must notify Unified in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts, and the notice shall contain a description of the grounds for the
objection sufficient to permit an investigation and determination of its
accuracy. Amounts contested in good faith in writing within such 30-day period
are not due and payable while they are being investigated; uncontested amounts
remain due and payable.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's
responsibilities, rights and duties hereunder. Unified may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to the Fund and
obtaining approval in writing from the Fund, which approval shall not be
unreasonably withheld. Waivers of confidentiality are not necessary (and are
deemed given) for use of such information for any purpose in the course of
performance of Unified's responsibilities, duties and rights hereunder, when
Unified may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, with respect to Internal Revenue Service levies, subpoenas and
similar actions, and with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
(a) The parties agree that this Agreement is a contract for services, and
Unified accepts the duties imposed upon it by this Agreement. Unified
shall be liable to the Fund in accordance with the laws of the state
of Indiana for any breach by Unified of the duties imposed upon it by
this Agreement.
(b) Neither Unified nor any of its officers, directors, partners,
employees, shareholders or agents (collectively, together with
Unified, the "Unified Parties") shall have any duty to the Fund to
discover or attempt to discover any error or mistake (including any
continuing error) that occurred or began prior to the date Unified
commenced performing services hereunder, and Unified is entitled to
rely upon, assume the accuracy of, and maintain, continue and carry
forward the classifications, conventions, treatments, entries,
balances, practices and all other work product and other data of its
predecessor service providers; provided, however, that Unified shall
promptly notify the Fund of any errors of its predecessors that it
discovers, and the Fund and Unified shall at that time determine how
to proceed. Unified shall be entitled to receive, and the Fund shall
cause it to receive, the work product of its predecessor service
providers, if any.
(c) In performing its services hereunder, Unified shall be entitled to
rely on any oral or written instructions, advice, notices or other
communications, information, records and documents (collectively,
"Fund Information") from the Fund, its custodian, officers and
directors, investors, brokers, investment advisors, agents, legal
counsel, auditor and other service providers, including predecessor
service providers (excluding in each case, the Unified Parties) (the
Fund, collectively with such persons other than the Unified Parties,
"Fund Representatives"), which Unified reasonably believes to be
genuine, valid and authorized. Unified also shall be entitled to
consult with and rely on the advice and opinions of the Fund's auditor
and of outside legal counsel retained by the Fund, as may be
reasonably necessary or appropriate in Unified's sole judgment, as
well as other Fund Representatives, in each case at the expense of the
Fund. For all purposes of this Agreement, any person who is an
officer, director, partner, employee or agent of a Unified Party, and
who is also an officer, director, partner, employee or agent of the
Fund, shall be deemed when rendering services to the Fund or acting on
any business of the Fund to be acting solely in such person's capacity
as an officer, director, partner, employee or agent of the Fund, and
shall be deemed when rendering services in fulfillment of Unified's
duties hereunder to be acting solely in such person's capacity as an
officer, director, partner, employee or agent of Unified.
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(d) Notwithstanding any other provision of this Agreement, the Fund agrees
to defend, indemnify and hold Unified and the other Unified Parties
harmless from all demands, claims, causes or other actions or
proceedings of any nature or kind whatsoever (collectively, "Claims"),
expenses, liabilities, debts, costs, losses, reasonable attorneys'
fees and expenses, payments, and damages of every nature or kind
whatsoever (collectively, "Damages") arising directly or indirectly
out of or in connection with:
(i) the reliance on or use by the Unified Parties of Fund Information
which is furnished to any of the Unified Parties by or on behalf
of any of the Fund Representatives, including the reliance by
Unified upon the historical accounting records and other records
of the Fund;
(ii) any delays, inaccuracies, errors or omissions in or arising out
of or attributable to Fund Information which is furnished to any
of the Unified Parties by or on behalf of any of the Fund
Representatives or to the untimely provision to Unified of such
Fund Information;
(iii) the taping or other form of recording of telephone conversations
or other forms of electronic communications with investors and
shareholders (or brokers or advisors acting on behalf of
investors or shareholders), or reliance by Unified on telephone
or other electronic instructions of any person acting on behalf
of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(iv) the reliance on or the carrying out by Unified or its officers or
agents of any instructions reasonably believed to be duly
authorized, or requests of the Fund, or recognition by Unified of
any share certificates that are reasonably believed to bear the
proper signatures of the officers of the Fund and the proper
countersignature of any transfer agent or registrar of the Fund;
(v) any delays, inaccuracy, errors or omissions in or arising out of
or attributable to data or information provided to Unified by
other third party services, including but not limited to
escheatment and lost account services, and/or the selection of
any service provider, regardless of whether the Fund hires such
services itself or instead chooses to utilize the service through
Unified;
(vi) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or
the securities laws or regulations of any state or other
instrumentality, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency
with respect to the offer or sale of such shares in such state or
instrumentality (1) resulting from activities, actions or
omissions by Fund Representatives, or (2) existing or arising out
of activities, actions or omissions by or on behalf of the Fund
Representatives prior to the earlier of (x) the effective date of
this Agreement and (y) the effective date of an agreement between
the parties hereto with respect to the subject matter hereof that
was in effect prior to the effective date of this Agreement;
(vii) the noncompliance by the Fund, its investment advisor(s) and/or
its distributor with applicable securities, tax, commodities and
other laws, rules and regulations;
(viii) any Claim asserted by any current or former shareholder of the
Fund, or on such shareholder's behalf or derivatively by any
representative, estate, heir or legatee, agent or other person,
in connection with the holding, purchase or sale of shares of the
Fund; and
(ix) with the exception of any Claim for breach of contract arising
out of this Agreement, any Claim taken by or on behalf of the
Fund against any of the Unified Parties that arises directly or
indirectly in connection with this Agreement, or directly or
indirectly out of a Unified Party's actions (or failure to act)
in connection with this Agreement.
(e) In any case in which the Fund may be asked to indemnify or hold any
Unified Party harmless, the Unified Party will notify the Fund
promptly after identifying any circumstance that it believes presents
or appears likely to present a
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demand for indemnification against the Fund and shall keep the Fund
advised with respect to all material developments concerning such
Claim; provided, however, that the failure to do so shall not prevent
recovery by the Unified Party unless such failure causes actual
material harm to the Fund. For so long as indemnification payments due
under this subparagraph are made to the Unified Party when due, the
Unified Party will not confess, compromise or settle any Claim as to
which the Fund Party will be asked to provide indemnification, except
with the Fund's prior written consent, which consent shall not be
unreasonably withheld; provided, however, that the Unified Party shall
be entitled to confess, compromise or settle any such Claim in
connection with which indemnification payments due under this
subparagraph have not been made to such Unified Party when due. Any
payments under this subparagraph shall be due upon presentment of
substantiation that payment is due from the Unified Party on the item
of indemnified Damage (including attorney's fees), and shall bear
interest at the rate of 1.5% per month from the date of presentment,
plus all costs and expenses of effecting collection of any such
payment and interest, including reasonable attorney's fees.
(f) Each of the Unified Parties, on the one hand, and the Fund, on the
other hand, shall have the duty to mitigate Damages for which the
other party may become responsible at law and/or in connection with
this Agreement. This duty shall include giving such other party every
reasonable opportunity to correct or ameliorate any error or other
circumstance that caused, resulted in or increased such Damages, and
every reasonable opportunity to assist in such mitigation. The parties
acknowledge that the proper accounting, tax or other treatment of an
event or matter can be susceptible to differing opinions among
reputable practitioners of appropriate expertise, both as to events
and transactions that are complete and as to the most efficient
remediation of events and transactions that have resulted or may
result in Damages. It is the intention of the parties that events and
transactions be treated and reported in a legitimate manner that gives
rise to the smallest amount of Damages, and that any remediation or
corrective action selected be that which gives rise to the smallest
amount of Damages. Accordingly and notwithstanding any other provision
of this Agreement, as to any matter where any portion of Damages
arises in connection with (or is determined by reference to, or caused
or increased by) the accounting or tax treatment of such matter, no
recovery for any amount of Damages in connection with such matter
shall be had by any party to (or beneficiary of) this Agreement if an
alternative characterization, manner of treatment, reporting or
remediation of such item or amount (that tends to mitigate such
Damages) is or was possible and such alternative is or was, in the
written opinion of any reputable practitioner of appropriate
expertise, more likely than not a proper alternative (such opinion to
be rendered in customary form, subject to customary assumptions and
representations); provided however, that the provisions of this
sentence shall not apply and recovery of such Damages will not be
precluded if and only if (i) the person seeking or who may have sought
to recover Damages (the "Damaged Party") provided the party against
whom recovery is or may have been sought (the "Potentially Responsible
Party") written notice bearing the bold heading "Notice of Potential
Claim for Damages," identifying this Agreement, and describing the
nature of the potential Claim and the subject matter of the required
opinion, (ii) such notice is sent by certified mail and actually
delivered to the Potentially Responsible Party within fourteen (14)
days after the Damaged Party first discovers the alleged error, (iii)
the Damaged Party fully and promptly cooperates in the attempts of the
Potentially Responsible Party to obtain such an opinion, and (iv) no
such opinion is obtained within sixty (60) days after delivery of such
notice; and provided further, if such an opinion is obtained on or
before the end of the 60-day period described above, recoverable
Damages shall be limited to those that would be recoverable if such
alternative characterization, manner of treatment, reporting or
remediation were implemented. If an opinion described in the preceding
sentence is obtained by the Potentially Responsible Party, the Damaged
Party shall bear the cost of such opinion.
(g) UNIFIED HEREBY AGREES TO CONTINUE TO PROVIDE AND MAINTAIN A FIDELITY
BOND OF NO LESS THAN $5 MILLION AND A PROFESSIONAL LIABILITY POLICY
(ERRORS AND OMISSIONS) WITH A LIMIT OF NO LESS THAN $5 MILLION, EACH
PLACED WITH AN INSURANCE CARRIER WITH AN A.M. BEST RATING GREATER THAN
A-. UNIFIED AGREES TO NOTIFY THE FUND WITHIN 30 DAYS IN THE EVENT THAT
THE AGGREGATE LIMIT UNDER THE PROFESSIONAL LIABILITY POLICY (ERRORS
AND OMISSIONS) IS REDUCED TO $3 MILLION OR LESS. NOTWITHSTANDING ANY
OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL ANY UNIFIED PARTY
BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS
AGREEMENT, EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF
THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE CUMULATIVE
LIABILITY OF THE UNIFIED PARTIES FOR DAMAGES THAT ARISE DIRECTLY OR
INDIRECTLY IN CONNECTION WITH THIS AGREEMENT, OR THAT ARISE DIRECTLY
OR INDIRECTLY OUT OF A UNIFIED
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PARTY'S ACTIONS (OR FAILURE TO ACT) IN CONNECTION WITH THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED THE
LESSER OF (i) $1,000,000.00 AND (ii) THE FEES EARNED BY UNIFIED DURING
THE 24-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE SUCH DAMAGES WERE
INCURRED. THE FUND UNDERSTANDS THIS LIMITATION UPON THE UNIFIED
PARTIES' DAMAGES TO BE A REASONABLE ALLOCATION OF RISKS (BOTH
INSURABLE AND OTHER RISKS), AND THE FUND EXPRESSLY CONSENTS TO SUCH
ALLOCATION OF RISK. THE FUND AND THE UNIFIED PARTIES AGREE THAT
DAMAGES LIMITATIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION 8
SHALL APPLY TO ANY ALTERNATIVE REMEDY ORDERED BY AN ARBITRATION PANEL,
COURT OR OTHER TRIER OF FACT IN THE EVENT ANY TRIER OF FACT DETERMINES
THAT THE EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE.
(h) Except for remedies that cannot be waived as a matter of law and
injunctive relief, the remedies provided in this Section 8 shall be
the Fund's sole and exclusive remedies for Claims and Damages that
arise directly or indirectly in connection with this Agreement, or
directly or indirectly out of a Unified Party's actions (or failure to
act) in Connection with this Agreement.
Section 9. Term. This Agreement shall become effective on the date first
herein above written, and shall continue in effect for a term of 3 years, unless
terminated with respect to a Portfolio or all Portfolios by Unified as set forth
in Section 6(f). This Agreement will automatically renew for additional 1 year
terms, unless terminated with respect to a Portfolio or all Portfolios by either
party Upon Written notice given at least 90 days prior to the expiration of the
then current term. The fees set forth in Exhibit C shall remain in effect during
the initial term of this Agreement, unless modified in writing by mutual
agreement of the parties. Such fees shall be with respect to the services
described herein only, and any additional services to be provided by Unified,
either as a result of new regulations or requirements, or at the request of the
Fund, will be subject to additional fees, as set forth in Section 6(e) of this
Agreement. Unified reserves the right to modify the fees payable by the Fund
under this Agreement for any renewal term by providing to the Fund a revised
Exhibit C at least 120 days prior to the expiration of the then current term.
Unified agrees to cap any fee increase for the services set forth herein to an
annual rate of 5%. Such revised Exhibit C shall be effective at the beginning of
the subsequent term of the Agreement, and shall remain in effect during such
term, unless modified as described above.
Except as set forth in this Section 9, no other event (including any
purported or actual breach) shall result in termination of this Agreement, and
the date of termination shall be the last day of the term that expires following
appropriate notice. On the date of termination, the Fund, on behalf of the
applicable Portfolio(s), shall pay to Unified all fees, compensation and other
charges as shall be accrued or due (or would accrue and become due) under the
terms of this Agreement through the last day of the term that expires following
appropriate notice. In the event a Portfolio or all Portfolios cease operations
prior to the termination date, or in the event that Unified, at the request of
the Fund, ceases providing services to a Portfolio or all Portfolios prior to
the termination date, the fees due at termination with respect to a Portfolio
shall be computed based on the average monthly fee paid by that Portfolio during
the six month period prior to the termination date; notwithstanding the
foregoing, the Fund shall be obligated to pay fees for the remaining portion of
the then applicable term. Unified shall cease providing services to the
Portfolio upon the date of termination, except as otherwise provided in this
Section 9.
On the date of termination, the Fund, on behalf of the applicable
Portfolio(s), agrees to pay, in addition to the amounts described above,
reasonable fees and expenses incurred by Unified in converting the Portfolio to
a new service provider or terminating the Portfolio. Such fees shall include
compensation for time spent by personnel of Unified, and shall include but not
be limited to, retrieving, compiling, and moving books, records and materials of
the Portfolio to the Fund or the successor mutual fund service provider,
conversion tape set-up fees, test conversion preparation and processing fees and
final conversion fees, the closing of Unified's records (and/or providing
services related to the Portfolio's liquidation or other transaction), and other
services related to termination of Unified's services. Payment shall be due
simultaneous with the transfer of all Fund Information to the Fund or to the
successor mutual fund service provider(s). Such termination/conversion fees and
expenses shall not be subject to any setoffs of any nature and shall be mutually
agreed upon in writing before Unified commences its termination/conversion
services.
9
On the date of termination and upon payment of all amounts due and payable
under this Agreement without setoff (excluding only those amounts not then due
and payable under Section 6(f); provided, however, that the
termination/conversion fees described in this Section 9 shall be paid without
setoff notwithstanding any dispute), Unified agrees to provide the Fund with the
complete transfer agency, fund accounting and administration records in its
possession and to assist the Fund in the orderly transfer of the Portfolio's
accounts and records. Without limiting the generality of the foregoing, subject
to the preceding sentence, Unified agrees upon termination of this Agreement:
(a) to deliver to the Fund on behalf of the Portfolio or to the
Portfolio's successor mutual fund service provider(s), computer media
containing the Portfolio's accounts and records together with such
record layouts and additional information as may reasonably be
necessary to enable the successor mutual fund service provider(s) to
utilize the information therein;
(b) to reasonably cooperate with the successor mutual fund service
provider(s) in the interpretation of the Portfolio'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 or termination as smooth
as possible for the successor mutual fund service provider(s) and the
Fund.
Section 10. Notices. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given and effective when delivered in
person or by certified mail, return receipt requested, at the following address
(or such other address as a party may specify by notice to the other):
(a) If to the Fund:
OneAmerica Funds, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Notice also shall be deemed given and effective upon receipt by any party
or other person at the preceding address (or such other address as a party may
specify by notice to the other) if sent by regular mail, private messenger,
courier service, telex, facsimile, or otherwise, if such notice bears on its
first page in 14 point (or larger) bold type the heading "Notice Pursuant to
Mutual Fund Services Agreement."
Section 11. Assignment; Nonsolicitation; and Other Contracts. This
Agreement may not be assigned or otherwise transferred by either party hereto,
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that Unified may, in its sole
discretion and upon notice to the Fund, assign all its right, title and interest
in this Agreement to an affiliate, parent or subsidiary, or to the purchaser of
substantially all of its business. Unified may, in its sole discretion, engage
subcontractors to perform any of its duties contained in this Agreement,
provided that Unified shall remain responsible to the Fund for all such
delegated duties in accordance with the terms and conditions of this Agreement,
in the same manner and to the same extent as if Unified were providing such
services itself. During the term of this Agreement and for a period of one (1)
year following the termination of this Agreement, the Fund shall not, and shall
not cause suffer or permit any affiliate, to recruit, solicit, employ or engage,
for the Fund or others, any Unified Party, without Unified's written consent.
The Fund shall not require or expect Unified to enter into any agreements for
the Fund's direct or indirect benefit, including any sales, servicing or other
similar agreements that expose Unified to any liability
10
that is greater than the liability it is undertaking in this Agreement.
Section 12. Intended Beneficiaries. This Agreement shall be binding upon
the Fund, Unified and their respective successors and assigns, and shall inure
to the benefit of the Fund, Unified, the Unified Parties, their respective
heirs, successors and assigns. Nothing herein expressed or implied is intended
to confer upon any person not named or described in the preceding sentence any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
Section 13. Arbitration. Notwithstanding any provision of this Agreement to
the contrary, any claim or controversy arising out of or in any manner relating
to this Agreement, or breach hereof, which cannot be resolved between the
parties themselves, shall be settled by arbitration administered by the American
Arbitration Association in Indianapolis, Indiana in accordance with its rules
applicable to commercial disputes. The arbitration panel shall consist of three
arbitrators selected from list(s) of candidates provided by the American
Arbitration Association. One party to the dispute shall be entitled to appoint
one arbitrator and the other party to the dispute shall be entitled to appoint
one arbitrator. The third arbitrator, who shall be an attorney in good standing
who is licensed to practice law in the State of Indiana and devotes more than
one-half of his or her professional time to the practice of commercial law in
the area of contracts and/or commercial transactions, shall be chosen by the two
arbitrators so appointed. If any party fails to appoint its arbitrator or to
notify the other party of such appointment within thirty (30) days after the
institution of arbitration proceedings, such other party may request the
President of the American Arbitration Association to appoint such arbitrator on
behalf of the party who so failed. If the two arbitrators appointed by (or on
behalf of) the parties fail to appoint such third arbitrator, or fail to notify
the parties to such proceedings of such appointment, within thirty (30) days
after the appointment of the later of such two arbitrators to be appointed by
(or on behalf of) the parties, any party may request such President to appoint
such third arbitrator. The President of the American Arbitration Association
shall appoint such arbitrator or such third arbitrator, as the case may be,
within thirty (30) days after the making of such request. The parties hereby
agree that judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction. The parties acknowledge and agree that the
performance of the obligations under this Agreement necessitates the use of
instrumentalities of interstate commerce and, notwithstanding other general
choice of law provisions in this Agreement, the parties agree that the Federal
Arbitration Act shall govern and control with respect to the provisions of this
Section 13.
Section 14. Waiver. The failure of a party to insist upon strict adherence
to any term.of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
Section 15. Force Majeure. Unified shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquake, fires, floods,
failure or fluctuations in electrical power, wars, acts of terrorism, acts of
civil or military authorities, governmental actions, nonperformance by a third
party or any similar cause beyond the reasonable control of Unified, failures or
fluctuations in telecommunications or other equipment, nor shall any such
failure or delay give the Fund the right to terminate this Agreement.
Section 16. Use of Name. The Fund and Unified agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
Section 17. Amendments. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
Section 18. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in 'such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law to any person or circumstance,
such provision shall be ineffective only to the extent of such prohibition or
invalidity. In the event that anyone or more of the provisions contained in this
Agreement or any application thereof shall be invalid, illegal or unenforceable
in any respect or to any extent, the validity, legality or enforceability of the
remaining provisions of this Agreement and any other application of such invalid
provision shall not in any way be affected or impaired thereby.
11
Section 19. Headings: Pronouns: Certain Phrases: Rules of Construction. The
headings in the sections and subsections of this Agreement are inserted for
convenience only and in no way alter, amend, modify, limit or restrict the
contractual obligations of the parties. Wherever used in this Agreement,
masculine, feminine and neuter pronouns shall be deemed to include the other
genders. Singular pronouns and nouns (including defined terms) shall be deemed
to include the plural (and vice versa) as the context may require, but shall
have no effect upon the nature of a party's liability as joint or several. The
Exhibits to this Agreement are hereby incorporated by reference as if fully set
forth in this Agreement. Wherever used in this Agreement, the phrase "in
connection with" shall be given the broadest possible interpretation, and shall
include matters (without limitation) that are in whole or part caused by, relate
to, arise out of, are attributable to, or would not have occurred in the absence
of circumstances created by, the referent or object of such phrase. Each party
acknowledges that it was represented by legal counsel in connection with the
review and execution of this Agreement, or that it had an adequate opportunity
to engage counsel for such review and chose not to do so. The sole duties that
Unified is accepting in return for the fees and other remuneration hereunder are
expressly set forth herein. No exoneration of liability for a duty or other
indemnification or limitation shall be construed, by negative implication or
otherwise, to imply the existence of any duty. For example and without
limitation, indemnification of Unified for a failure of an investment advisor to
timely deliver trade tickets (or failure of any other third party to timely
deliver accurate Fund Information) shall not be construed to imply that Unified
has a duty to supervise such service provider or prevent a recurrence of such
failure.
Section 20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 21. No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.
Section 22. Entire Agreement: Survival: Governing Law. This Agreement, the
Exhibits hereto and any subsequent amendments of the foregoing embody the entire
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior negotiations and agreements between the parties relating to
The subject matter hereof; provided, however, that if an agreement between the
parties hereto with respect to the subject matter hereof was in effect
immediately prior to the effective date of this Agreement (the "Predecessor
Agreement"), then the provisions contained in Section 8 of the Predecessor
Agreement (relating to indemnification and other risk allocation matters) shall,
in respect of all periods prior to the effective date of this Agreement ("Prior
Periods"), survive and remain in effect to the same extent and in the same
manner as such provisions would have applied in respect of Prior Periods had the
Predecessor Agreement not been superseded by this Agreement. The provisions of
Sections 6 through 21, inclusive, shall survive any termination of this
Agreement. This Agreement shall be governed by and construed and interpreted
according to the internal laws of the State of Indiana, without reference to
conflict of law principles.
[Signature Page Follows]
12
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.
ONEAMERICA FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx Date: 3/10/2006
Print Name: Xxxx X. Xxxxxx
Title: Asst. Secretary & CCO
Attest: /s/ Xxxxx X. Xxxxxx
UNIFIED FUND SERVICES, INC.
By: /s/ Xxxxx X. Bognert Date: 3/10/2006
Print Name: Xxxxx X. Bognert
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx Date: 3/10/2006
Print Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
Attest: /s/ Xxxx X. X'Xxxx
13
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
OneAmerica Value Portfolio, Class O
OneAmerica Value Portfolio, Advisor Class
OneArnerica Money Market Portfolio, Class O
OneArnerica Money Market Portfolio, Advisor Class
OneAmerica Investment Grade Bond Portfolio, Class O
OneAmerica Investment Grade Bond Portfolio, Advisor Class
OneAmerica Asset Director Portfolio, Class O
OneAmerica Asset Director Portfolio, Advisor Class
OneAmerica Socially Responsive Portfolio, Class O
OneAmerica Socially Responsive Portfolio, Advisor Class
14
EXHIBIT 13
to
Mutual Fund Services Agreement
General Description of Transfer Agency Services
The following is a general description of the transfer agency services Unified
shall provide or make available to the Fund:
I. General Description
A. Svstems: Utilizing PowerAgent by Envision Financial Systems, Windows NT
Servers and Microsoft SQL Databases, we offer a robust yet open
architecture for shareholder data.
B. Shareholder Recordkeeping: Maintain complete shareholder records for each
Portfolio including the following: (i) name, address and tax identification
number; (ii) number of shares held; (iii) historical information including
dividends paid and individual purchases and redemptions; and (iv) any
systematic purchase or redemption instructions and correspondence relating
to the current maintenance of the account.
C. Purchase and Redemption Orders: Unified will process all purchase and
redemption orders of a Portfolio's shareholders in accordance with its
current prospectus. Confirmation statements are produced for each
transaction and promptly mailed to shareholders. Daily transaction reports
and share proofs are made available to all necessary parties via electronic
medium.
D. Telephone Orders: Process redemption, exchange and transfer requests upon
telephone instructions from qualified "shareholders, subject to normal
interruptions of service. Unified will redeem and/or transfer Portfolio
shares from any account for which such services have been properly
authorized.
E. NSCC Fund/Serv and Networking: Support of the processing of shareholder
transactions, commissions, and other functionality as may be offered
through NSCC as an optional and additional transfer agency service.
F. Asset Allocation Program Support: Provide rebalancing, asset allocation
models and performance measurement as an optional and additional transfer
agency service, for certain types of asset allocation and/or wrap programs.
G. Dividend Disbursing as described in Section 5(a)(v).
15
EXHIBIT C
to
Mutual Fund Services Agreement
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of the Mutual Fund Services Agreement.
I. New Fund Start-Up/Existing Fund Conversion Fee
.. New fund establishment; manual conversion - Actual out-of-pocket costs incurred
.. Electronic conversion - Actual out-of-pocket costs incurred
II. Base Fees for Services (as defined in Exhibit B - General Description of
Transfer Agency Services)*
Base Fees are the greater of the annual minimum or per account fees as follows:
Annual Minimum Fees:
.. Per Portfolio - 2 Share Classes $10,000 per year
Annual Per Account Fees:
.. Equity/BondFunds $16.80 per year
.. Money Market Funds $20.00 per year
* Base Fees do not include Out-Of-Pocket expenses which may include but are
not limited to: form design and printing, statement production, envelope
design and printing, postage and handling, shipping, telephone charges,
bank fees, NSCC charges, record storage/archiving, and all other expenses
incurred on behalf of the Fund. Additional fees not contemplated in this
schedule will be negotiated on a per occurrence basis.
III NSCC Interfaces
.. Fund/Serv and Networking set-up $1,000 per occurence
.. Fund/Serv and Networking processing Waived
IV Additional Fees for Services Outside the Standard Base
---------------------------------------------------------------------- -------------------------------------------------------------
Closed Account Fee $0.50 per account per month ($6.00 per year)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Escheatment Processing $25.00 per state per filing ($200 minimum)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Escheatment Processing $25.00 per account (charged to shareholder)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Statement/Check Copies $5.00 per item (charged to shareholder account)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Offline Shareholder Research $25 per hour (1 hour minimum, billed to shareholder)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
XXX Account Annual Maintenance $15.00 per account
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Interactive Voice Response System Set-up $500 per occurrence
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Mailings (i.e., semi-annual, annual reports) External Vendor - Pass through
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Mailings (i.e., semi-annual, annual reports) Internal Mailing - $l.00 per item
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Shareholder labels/files for mailings $.05 each ($100 minimum per run)
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Fulfillment /prospect file maintenance $1.00 per item
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Fulfillment /prospect file maintenance External Vendor - Pass through
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Commission Payment Processing $250.00 per occurrence
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
12b-1/Services Fee Payment Processing $250.00 per occurrence
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Bank Reconciliation Service $50 per bank account plus $1.50 per item
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
AD-HOC Report Generation $100 per report
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Systems Programming or Custom Data Extractions:
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Management / Officers $250 per hour
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Programmers $200 per hour
---------------------------------------------------------------------- -------------------------------------------------------------
---------------------------------------------------------------------- -------------------------------------------------------------
Third Party Vendor Quoted As Needed
---------------------------------------------------------------------- -------------------------------------------------------------
16
V. Repricing
There will be a $500.00 per day minimum fee/rerun charge when the nightly
processing has to be repeated due to incorrect NAV or dividend information
received from the Portfolio Pricing Agent due to incorrect or untimely
information provided by an Advisor or its Agent.
VI. Internet Services (Optional)
Using virtually any standard home or business computer that has Internet access,
shareholders will be able to view current balances for each of their accounts.
Additionally, they will also be able to view historical account transactions
based on a user entered data range. The system contains l28-bit encryption
technology, and other security enhancements.
Standard Fees
Number of Fund Accounts Monthly Price w/o Transactions Monthly Price with Transactions
0 - 1,500 $400 $500
1,501 - 3,000 $500 $625
3,001 - 5,000 $600 $750
5,001- 10,000 $750 $937.50
10,001-15,000 $1,000 $1,250
15,001 and up $1,000 plus $0.05 per $1,250 plus $0.0625 per
account over $15,000 account over $15,000
The Standard pages include the name of the Fund Family and the Fund logo. Design
of the standard page is subject to change. Development of customized web pages
will be in addition to the above fee schedule and will be billed at the standard
hourly programming rate applicable at the time of the programming request. Price
subject to change with 60 days notification.
Optional Charges
.. Management of a custom "My Account" site $100 per month plus the Standard Fee
.. Setup fee to link standard "My Account" system to No charge
existing website. Includes adding fund logo.
.. Electronic statements set-up fee Fees range from $1,500 to $5,000 depending on
the statement layout
.. Electronic statement creation, delivery and tracking $0.25 per statemen
.. Electronic delivery and tracking of financial $500 per instance, plus $0.25 per electronic delivery statements and
prospectuses to existing delivery
shareholders
.. Institutional/Broker-Dealer "My Account" system Standard "My Account" systems fees plus $200
per month. This fee includes processing and
setup of all login IDs.
.. Basic Web Hosting $17.50 per month billed quarterly for 10
megabytes of storage 'and 2 gigabytes of transfer
.. Web Site Compliance Staging Fees starting at $25.00 per month, plus $10 per
staging incident (This does not include any
charges from the Fund Administrator for
reviewing the site. Those charges are billed
directly by the Administrating Broker-Dealer.
.. Customized programming Billed at $200 per hour
17
