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TRANSFER AGENCY AND SERVICE AGREEMENT
between
OHIO NATIONAL FUND, INC.
and
AMERICAN DATA SERVICES, INC.
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INDEX
1. TERMS OF APPOINTMENT; DUTIES OF ADS...................................3
2. FEES AND EXPENSES.....................................................4
3. REPRESENTATIONS AND WARRANTIES OF ADS.................................4
4. REPRESENTATIONS AND WARRANTIES OF THE FUND............................5
5. INDEMNIFICATION.......................................................5
6. COVENANTS OF THE FUND AND ADS.........................................6
7. TERMINATION OF AGREEMENT..............................................7
8. ASSIGNMENT............................................................7
9. AMENDMENT.............................................................7
10. NEW YORK LAWS TO APPLY................................................8
11. MERGER OF AGREEMENT...................................................8
12. NOTICES...............................................................8
FEE SCHEDULE...............................................................9
(A) ACCOUNT MAINTENANCE CHARGE:...........................................9
FEE INCREASES.........................................................9
(B) EXPENSES:.............................................................9
(C) SPECIAL REPORTS:......................................................9
(D) CONVERSION CHARGE:....................................................9
(E) SERVICE DEPOSIT:.....................................................10
SCHEDULE A................................................................11
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made the 1st day of January, 1997, by and between Ohio National Fund,
Inc.; a Maryland corporation having its principal office and place of business
at Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000 (the "Fund"), and American Data
Services, Inc., a New York corporation having its principal office and place of
business at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 ("ADS").
WHEREAS, the Fund desires to appoint ADS as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and ADS
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF ADS
1.01 Subject to the terms and conditions set forth in this agreement,
the Fund hereby employs and appoints ADS to act, and ADS agrees to act, as its
transfer agent for the Fund's authorized and issued shares of its common stock,
$1.00 par value, ("Shares"), dividend disbursing agent and agent in connection
with any accumulation, open-account or similar plans provided to the
shareholders of the fund ("Shareholders") set out in the currently effective
prospectus and statement of additional information ("prospectus") of the Fund.
1.02 ADS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and ADS, ADS shall:
I. Receive for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation therefore to the
Custodian of the Fund authorized by the Board of Directors of the Fund
(the "Custodian");
II. Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
III. Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation therefore to the Custodian;
IV. At the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
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V. Effect transfers of Shares by the registered owners thereof upon receipt
of appropriate instructions;
VI. Prepare and transmit payments for dividends and distributions declared by
the Fund;
VII. Maintain records of account for and advise the Fund and its Shareholders
as to the foregoing; and
VIII. Record the issuance of shares of the Fund and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of shares of the Fund which
are authorized, based upon data provided to it by the Fund, and issued
and outstanding. ADS shall also provide the Fund on a regular basis with
the total number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance of
shares, to monitor the issuance of such shares or to take cognizance of
any laws relating to the issue or sale of such shares, which functions
shall be the sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), ADS shall:
i) Perform all of the customary services of a transfer agent, dividend
disbursing agent, including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing
proxies, receiving and tabulating proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S. resident
and non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders, and providing Shareholder services
including but not limited to telephonic transactions, written transactions
and information related to shareholder accounts; and (ii) provide a system
and reports which will enable the Fund to monitor the total number of
Shares sold in each State.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and ADS.
2. FEES AND EXPENSES
2.01 For performance by ADS pursuant to this Agreement, the Fund
agrees to pay ADS an annual maintenance fee for each Shareholder account and
transaction fees for each portfolio or class of shares serviced under this
Agreement (See Schedule A) as set out in the fee schedule attached hereto.
Such fees and out-of-pocket expenses and advances identified under Section 2.02
below may be
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changed from time to time subject to mutual written agreement between the Fund
and ADS.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse ADS for out-of-pocket expenses or advances incurred by ADS
for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by ADS at the request or with the consent of the Fund,
will be reimbursed by the Fund.
2.03 The fund agrees to pay all fees and reimbursable expenses,
including postage for mailing of dividends, proxies, Fund reports and other
mailings to all shareholder accounts.
3. REPRESENTATIONS AND WARRANTIES OF ADS
ADS represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of New York.
3.02 It is duly qualified to carry on its business in the State of New
York.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 ADS is duly registered as a transfer agent under the Securities
Act of 1934 and shall continue to be registered throughout the remainder of this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to ADS that;
4.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
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4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state securities
law filings as required, have been or will be made and will continue to be
made, with respect to all Shares of the Fund being offered for sale.
5. INDEMNIFICATION
5.01 ADS shall not be responsible for, and the Fund shall indemnify
and hold ADS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of ADS or its agents or subcontractors required to be taken
pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this Agreement,
or which arise out of the Fund's lack good faith, negligence or willful
misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by ADS or its agents or subcontractors of
information, records and documents which (i) are received by ADS or its
agents or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by ADS or its agents or subcontractors
of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any
federal agency or any state with respect to the offer or sale of such
Shares in such state.
5.02 ADS shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by ADS as a result of ADS's lack of good faith, negligence or
willful misconduct.
5.03 At any time ADS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by ADS under this
Agreement, and ADS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for
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any action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. ADS, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided ADS or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. ADS, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer gent or registrar, or of a co-transfer
agent or co-register.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God or strikes reasonably
beyond its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting from
such failure to perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. COVENANTS OF THE FUND AND ADS
6.01 The Fund shall promptly furnish to ADS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment of
ADS and the execution and delivery of this Agreement.
6.02 ADS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signatures imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.03 ADS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
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required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, ADS agrees that all such records prepared or maintained
by ADS relating to the services to be performed by ADS hereunder are the
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Fund on and in accordance with its request.
6.04 ADS and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, ADS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. ADS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person, and
shall promptly notify the Fund of any unusual requests to inspect or copy the
shareholder records of the Fund or the receipt of any other unusual request to
inspect, copy or produce the records of the Fund.
7. TERMINATION OF AGREEMENT
7.01 This Agreement shall become effective as of January 1, 1997 and
the fees hereunder are guaranteed until December 31, 1999, provided however,
that both parties to this Agreement have the option to terminate the Agreement,
without penalty, upon ninety (90) days prior written notice or as otherwise
required by applicable law.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund. Additionally, ADS reserves the right to charge for
any other reasonable expenses associated with such termination.
8. ASSIGNMENT
8.01 Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
9. AMENDMENT
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9.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Board of Directors of the Fund.
10. NEW YORK LAWS TO APPLY
10.01 The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. MERGER OF AGREEMENT
11.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
12. NOTICES
All notices and other communications hereunder shall be in writing, shall
be deemed to have been given when received or when sent by telex or facsimile,
and shall be given to the following addresses (or such other addresses as to
which notice is given):
To the Fund: To ADS:
Xxxxxx X. Xxxxx Xxxxxxx Xxxxx
Treasurer President
Ohio National Fund, Inc. American Data Services, Inc.
One Financial Way 00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OHIO NATIONAL FUND, INC. AMERICAN DATA SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXXXXXX XXXXX
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Xxxxxx X. Xxxxxxxxx, President Xxxxxxx Xxxxx, President
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FEE SCHEDULE
For the services rendered by ADS in its capacity as transfer agent, the
Fund shall pay ADS, within ten (10) days after receipt of an invoice from ADS
for its services rendered, a fee, calculated as follows:
(a) ACCOUNT MAINTENANCE CHARGE:
The annual account maintenance charge for all of the portfolios serviced by ADS
for the Fund will be $56,700.00. This amount will be prorated on a monthly
basis to each portfolio serviced.
FEE INCREASES
The fees enumerated above will be guaranteed for a period of three years from
the date of this Agreement.
(b) EXPENSES:
The Fund shall reimburse ADS for any out-of-pocket expenses, exclusive
of salaries, advanced by ADS in connection with but not limited to the costs
for printing fund documents, (i.e. printing of confirmation forms, shareholder
statements, redemption/dividend checks, envelopes, financial statements, proxy
statement, fund prospectus, etc.) proxy solicitation and mailing expenses,
travel requested by the Fund, 800-line costs and fees, stationery and supplies
(related to Fund records), record storage, postage (plus a $0.07 service charge
for all mailings), pro-rata portion of annual SAS-70 audit letter, telex and
courier charges incurred in connection with the performance of its duties
hereunder. ADS shall provide the Fund with a monthly invoice of such expenses
and the Fund shall reimburse ADS within fifteen (15) days after receipt
thereof.
(c) SPECIAL REPORTS:
All reports and/or analyses requested by the Fund that are not included
in the fee schedule, shall be subject to an additional charge, agreed upon in
advance, based upon the following rates:
Labor:
Senior staff - $150.000/hr.
Junior staff - $ 75.00/hr.
Computer rime - $ 45.00/hr.
(d) CONVERSION CHARGE:
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There will be a charge (not to exceed $7,000) to convert the Fund's
shareholder accounting records on to the ADS stock transfer system. In
addition, ADS will be reimbursed for all out-of-pocket expenses, enumerated in
paragraph (b) above and data media conversion costs, incurred during the
conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to be
converted and the condition of the previous service agents records.
(e) SERVICE DEPOSIT:
The Fund will remit to ADS upon execution of This Agreement a service
deposit of equal to one (1) month's shareholder service fee. The service
deposit computation will be based either on the total number of shareholder
accounts (open and closed) of each portfolio to be serviced or the minimum fee,
whichever is greater, as of the execution date of this Agreement. The Fund
will have the option to have the service deposit applied to the last month's
service fee, or applied to any new contract between the Fund and ADS.
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SCHEDULE A
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT
Equity Portfolio
Money Market Portfolio
Bond Portfolio
Omni Portfolio
International Portfolio
Capital Appreciation Portfolio
Small Cap Portfolio
Global Contrarian Portfolio
Aggressive Growth Portfolio
Core Growth Portfolio
Growth & Income Portfolio
S&P 500 Index Portfolio
Social Awareness Portfolio
Strategic Income Portfolio
Stellar Portfolio
Relative Value Portfolio
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