EXHIBIT (h)(1)
MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
Between
THE VALIANT FUND,
INTEGRITY MANAGEMENT & RESEARCH, INC.
and
UNIFIED FUND SERVICES, INC.
SEPTEMBER 1, 2001
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of September 1, 2001, by and
among the Valiant Fund, a Massachusetts business trust (the "Fund"), Integrity
Management & Research, Inc., a Florida corporation (the "Manager"), and
Unified Fund Services, Inc., a Texas 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, that 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 appoints Unified to provide
transfer agent 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 C to this Agreement. The Fund will intially
consist of the portfolios, funds and/or classes of shares (each a "Portfolio";
collectively the "Portfolios") listed on Exhibit A. The Fund shall notify
Unified in writing of each additional Portfolio and/or class established by
the Fund. Each new Portfolio and/or class 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 and/or class in
writing by the Fund and Unified at the time of the addition of the new
Portfolio and/or class.
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 Texas;
(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 the Agreement; and
(e) Unified's entrance into this Agreement will not cause a
material breach or be in matieral 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 Commonwealth of Massachusetts;
(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"0 and the 1940 Act on Form N-1A 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 be 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 reasonably 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 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 Management Agreement between the Fund and its
investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's 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 an in compliance with the
objectives, policies and limitations set for the 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) Transfer Agency, as described on Exhibit B to this Agreement.
(ii) 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 in each shareholder's account. Such
shareholders will receive a confirmation from Unified indicating the number of
shares credited to his/her account.
(b) Unified will also:
(1) 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 Exhibit B 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 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 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 cause the Manager to pay, on behalf of each
Portfolio, Unified monthly fees determined as set forth on Exhibit C 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 period
bears to for the full monthly period and shall be payable upon the date of
termination of this Agreement.
(b) For the purposes 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 offices 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 Portfolio 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, on behalf of each Portfolio to
promptly reimburse Unified for any equipment and supplies specially ordered by
or for the relevant Portfolio or Portfolios through Unified as approved in
advance by the Fund and for any other expenses not contemplated by this
Agreement that Unified may incur on a Portfolio's behalf at the Fund's request
or as consented to in advance by the Fund. Such other expenses to be incurred
in the operation of a Portfolio and to be borne by the relevant Portfolio (or
some other party other than Unified or its affiliates), include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and fees
of officers and Trustees who are not officers, Directors, shareholders or
employees of Unified, or the Portfolio's investment adviser or distributor;
SEC and state Blue Sky registration and qualification fees, levies, fines and
other charges; advisory fees; charges and expenses of custodians; insurance
premiums including fidelity bond premiums; auditing and legal expenses; costs
of maintenance of corporate existence; expenses of typesetting and printing of
prospectuses and for distribution to current shareholders of the Portfolio;
expenses of printing and production costs 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.
(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 for each Portfolio reflecting all of the
charges for such month. Charges remaining unpaid after thirty (30) days, and
other such charges as may be disputed in good faith by the Portfolio, shall
bear interest in finance charges equivalent to, in the aggregate, the Prime
Rate (as publicly announced by Firstar Bank, N.A., from time to time) 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 a Portfolio is more than sixty (60) days delinquent
in its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with
the exception of specific amounts which may be contested in good faith by the
Portfolio, as provided below), this Agreement may be terminated with respect
to the Portfolio or the Fund 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. Amounts
contested in good faith in writing within such 30-day period are not due and
payable while they are being investigated; all other 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 not to
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 by obtaining approval in writing from the Fund, which approval shall
not be unreasonably withheld any 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 dilligence, and to act in good faith. 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 officers and Trustees, investors, agents and the Custodian or other
service providers actually or apparently authorized by the Fund to give such
instructions 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 fro any loss or expense suffered by a Portfolio, in
connection with the matters to which this Agreement relates, except for a loss
or expense caused by or resulting from willful misfeasance, bad faith or
negligence on Unified's part in the performance of its duties or from reckless
disregard by Unified of its obligations and duties under this Agreement. Any
person, even though also an officer, director, partner, employee or agent of
Unified, who may be or become an officer, director, partner, employee or agent
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
relevant Portfolio and not as an officer, director, partner, employee or agent
or person under the control or direction of Unified even though paid by
Unified.
(c) Except for a loss or expense caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in the
performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement, Unified shall not be responsible
for, and the relevant Portfolio shall indemnify and hold harmless Unified
harmless from and against, any and all losses, damages, costs, reasonable
attorney's 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 or
a Portfolio, and which have been prepared or maintained by the Fund or a
Portfolio or any third party on behalf of the Fund or a Portfolio;
(iii) the Fund's refusal or failure to comply with the terms of the
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 by
such shareholder in a manner consistent with applicable state and
federal laws;
(vi) the reliance on or the carrying out by Unified or its officers or agents
of any proper instructions reasonably believed to duly authorized, or
requests of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from data provided to
Unified by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of any requirement
under the federal securities laws or regulations or the securities laws
or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting
from activities, actions, or omissions by a Portfolio 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 or a
Portfolio prior to the effective date of this Agreement; and
(ix) the compliance by each Portfolio, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws,
rules and regulations.
SECTION 9. Terms. This Agreement shall become effective on the date
first herein above written. 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 cause the Manager to pay to Unified, on
behalf of each Portfolio, such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of
termination or the date that the provision of services ceases, whichever
is sooner.
Should the Fund exercise its right to terminate this Agreement within
two years of the effective date hereof, unless such termination is
caused by a breach by Unified of its duties hereunder, the Fund shall
cause the Manager to pay a termination/conversion fee, simultaneous with
the transfer of all Fund records to the successor mutual fund service
provider(s), in an amount equal to the total compensation under this
agreement for the 60 day period immediately preceding the termination
notice date. In addition, after two years of the effective date hereof,
the Fund agrees, on behalf of each Portfolio, to pay for all conversion
tape set-up fees, test conversion preparation and processing fees and
final conversion fees.
Such compensation to Unified shall be for the expenses incurred in
connection with the retrieval, compilation and movement of books,
records and materials relative to the deconversion or conversion of Fund
records to the successor mutual fund service provider as directed by the
Fund. Notwithstanding the foregoing, any amount owed by the Fund on
behalf of a Portfolio to Unified prior to the termination/conversion
shall still be due and payable under the terms of this Agreement. No
such compensation shall be due to Unified if Unified terminates this
Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason and payment of all
monthly ▇▇▇▇▇▇▇▇ 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, if
required under this Section 9, shall be paid without setoff
notwithstanding any dispute), Unified agrees to provide the Fund with
the complete and accurate transfer agency records in its possession and
to assist the Fund in the orderly transfer of 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 successor mutual fund service provider(s), computer
tapes containing the Fund's accounts and records together with such
record layouts and additional information as may be necessary to enable
the successor mutual fund service provider(s) to utilize the information
therein;
(b) to cooperate with the successor mutual fund service provider(s) in the
interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service providers(s) and Fund.
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 or the Manager, to:
The Valiant Fund
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
SECTION 11. Assignability. This Agreement shall not be 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 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 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 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
sales literature or other printed material (other than the Prospectus and the
Registration Statement) 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 changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
SECTION 16. 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. 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 applicable rules. The American Arbitration Association in Indianapolis,
Indiana in accordance with its applicable rules. 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 securities law, 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. No awards of punitive
damages shall be made. The parties hereby agree that judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction.
The parties acknowledged 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 17.
SECTION 18. Governing Law. This Agreement shall be governed by the laws of
the State of Indiana.
SECTION 19. Execution. This Agreement may be executed by one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one in the same instrument.
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.
THE VALIANT FUND
By______________________________________________ Date____________________
Print Name:_____________________________________
Title___________________________________________
Attest__________________________________________
UNIFIED FUND SERVICES, INC.
By______________________________________________ Date____________________
Print Name:_____________________________________
Title___________________________________________
By______________________________________________ Date____________________
Print Name:_____________________________________
Title___________________________________________
Attest__________________________________________
Integrity Management & Research, Inc.
(as to Sections 6 and 9 herein)
By______________________________________________ Date____________________
Print Name:_____________________________________
Title___________________________________________
Attest__________________________________________
NOTICE
A Copy of the Declaration of Trust of the Fund is on file with the
Secretary of State of the Commonwealth of Massachusetts and notice is hereby
given that this Agreement is executed on behalf of the Fund by officers and
not individually and that the obligations of this Agreement are not binding
upon the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Fund.
EXHIBIT A
To
Mutual Fund Services Agreement
List of Portfolios
U.S. Treasury Money Market Portfolio
U.S. Treasury Income Portfolio
General Money Market Portfolio
Tax-Exempt Money Market Portfolio
Each portfolio contains Class A, Class B, Class C, Class D and Class E
Shares
EXHIBIT B
to
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) names, 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 cognizance of any other laws
relating to the issue and sale of such shares except insofar as
policies and procedures of the Stock Transfer Association recognize
such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current registration statement.
Upon receipt of any check or other payment for purchase of shares of
the Fund from and 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 registration statement 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. The Fund, however
will be responsible for the collection of any aged receivables as a
result of shareholder purchases.
D. Redemption Orders. Receive and stamp with the date of receipt all
requests for redemptions or repurchase of shares, and process
redemptions and repurchase requests as follows: (i) if such redemption
request complies with the applicable standards approved by the Fund,
Unified shall on each business day notify the Fund of the total number
of shares presented and covered by such requests received by Unified
on such day; (ii) on or prior to the seventh calendar day succeeding
any such requests received by Unified, Unified shall notify the
Custodian, subject to instructions from the Fund, to transfer monies
to such account as designated by Unified for such payment to the
redeeming shareholder of the applicable redemption or repurchase
price, (iii) if any such request for redemption or repurchase does not
comply with applicable standards, Unified shall promptly notify the
investor of such fact, together with reason therefore, and shall
effect such redemption at the Fund's price next determined after
receipt of documents complying with said standards, or, at such other
time as the Fund shall so direct.
E. 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
registration statement. 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 affect a transfer of shares, Unified will register such
transfer on the Fund's shareholder records maintained by Unified
pursuant to instructions received from the transferor.
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. 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.
I. 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 by Unified and the Fund.
EXHIBIT C
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE
The prices contain herein are effective for twelve months from the execution
date of the Transfer Agency contract.
I CONVERSION FEE:
Manual conversion/new fund establishment - fee not to exceed $500 per
portfolio. Electronic conversions - $1.50 per shareholder account with a
$4,000 minimum fee.
II STANDARD BASE FEE FOR STANDARD BASE SERVICES
The base fee(1) is $20.00 for money market funds and $16.00 for equity/bond
funds per active Shareholder Account per year with a minimum fee of $500.00
per portfolio and/or share class per month. An Active Shareholder Account is
any Shareholder Account existing on Transfer Agent's computerized files with a
non-zero Share balance. There is a $.50 per account charge for any account
with a zero share balance for the current month, as determined on the last day
of each month. The base fee will be billed on a monthly basis.
(1)The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling,
shipping, statement microfiche copies and 800 number access to
Unified's shareholder services group.
Unified will provide lost account search services in connection of SEC Rules
17Ad-17 amd 17a-24 at a cost of $2.50 per account searched. These "Electronic
Data Search Services" will be performed on a semi-annual basis. This service
will apply to only Active Shareholder Accounts maintained on the transfer
agency system coded as RPO accounts.
In addition to the above fees, there will be a $200.00 per day minimum
fee/rerun charge when the nightly processing has to 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.
III STANDARD SERVICES PROVIDED
- Open new accounts
- Maintain Shareholder accounts
Including:
- Maintain certificate records
- Change addresses
- Prepare daily reports on number of Shares, accounts
- Prepare Shareholder federal tax information
- Withhold taxes on U.S. resident and non-resident alien
accounts
- Reply to Shareholder calls and correspondence other than that
for Fund information and related inquiries
- Process purchase of Shares
- Issue/Cancel certificates (Excessive use may be subject to additional
charges)
- Process partial and complete redemptions
- Process regular and legal transfer of accounts
- Mail semi-annual and annual reports
- Process dividends and distributions
- Prepare Shareholder meeting lists
- Process one proxy per year per fund. Tabulation is limited to three.
- Receive and tabulate proxies
- Confirm all transactions as provided by the terms of each
Shareholder's account
- Provide a system which will enable Fund to monitor the total number of
Shares sold in each state. System has capability to halt sales and
warn of potential oversell. (Blue Sky Reports)
- Determine/Identify lost Shareholder accounts
IV STANDARD REPORTS AVAILABLE
- 12b-1 Disbursement Report - Holdings by Account Type
- 12b-1 Disbursement Summary - Posting Details
- Dealer Commission Report - Posting Summary
- Dealer Commission Summary Report - Settlement Summary
- Exchange Activity Report - Tax Register
- Fees Paid Summary Report - Transactions Journal
- Fund Accrual Details
V NSCC INTERFACES
- Fund/Serv and/or Networking set-up $1,000
- Fund/Serv processing $250 per month
- Networking processing $250 per month
- Fund/Serv transactions $0.35 per trade
- Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI ADDITIONAL FEES FOR SERVICES OUTSIDE THE STANDARD BASE
- Interactive Voice Response System Set-up Pass through
- Archiving of old records/storage of aged records Pass through
- Off-line Shareholder research $25/hour (Billed to customer account)
- Check copies $3/each (Billed to customer account)
- Statement copies $5/each (Billed to customer account)
- Mutual Fund fulfillment/prospect file maintenance $1.00/item
- Shareholder communications charges (Faxes) Pass through
- Leased line/equipment on TA's computer system Pass through
- Dial-up access to TA's computer system Pass through
- Labels $.05 ea/$100 minimum
- AD-HOC REPORTWRITER Report Generation $50.00 per report
- Bank Reconciliation Service $50.00 monthly maintenance fee per bank
account/$1.50 per bank item
- Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour
- Additional Proxy Processing:
Each processing $225 fixed charge per processing
Preparation and Tabulation $0.15/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $25.00 fixed charge per processing
$0.02 per proxy tabulated
