MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
Xxxxx Funds, Inc.
and
Unified Fund Services, Inc.
March 18, 2000
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 March 18, 2000, between the
Xxxxx Funds, Inc., an Maryland business trust (the "Fund"), and Unified Fund
Services, Inc., an Indiana corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer agent
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 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 initially
consist of the portfolios, funds and/or classes of shares (each a "Portfolio";
collectively the "Portfolios") listed on Exhibit A. The Fund shall notify
Unified in writing of each additional Portfolio established by the Fund. Each
new Portfolio shall be subject to the provisions of this Agreement, except to
the extent that the provisions (including those relating to the compensation
and expenses payable by the Fund and its Portfolios) may be modified with
respect to each new Portfolio in writing by the Fund and Unified at the time
of the addition of the new Portfolio.
Section 2. Representations and Warranties of Unified. Unified represents
and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Indiana;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize
Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund
represents and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the laws
of the State of Maryland;
(b) the Fund is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement, and the Fund has
taken all requisite proceedings to authorize the Fund to enter into and
perform this Agreement;
(c) the Fund is an investment company properly registered under the 1940
Act; a registration statement under the Securities Act of 1933, as amended
("1933 Act") and the 1940 Act on Form N-lA has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will
be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its
duties and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
the Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly furnish to
Unified such copies, properly certified or authenticated, of contracts,
documents and other related information that Unified may request or requires
to properly discharge its duties. Such documents may include but are not
limited to the following:
(a) Resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency 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
advisor (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus and Statement of Additional Information relating
to all Portfolios and all amendments and supplements thereto (such Prospectus
and Statement of Additional Information and supplements thereto, as presently
in effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement,
Declaration of Trust and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) 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 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 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 and as Unified may otherwise deem
appropriate or advisable, all in accordance with the 1940 Act. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Unified
agrees that all such records prepared or maintained by Unified relating to the
services provided hereunder are the property of the Fund and will be preserved
for the periods prescribed under Rule 31a-2 under the 1940 Act, maintained at
the Fund's expense, and made available in accordance with such Section and
rules. Unified further agrees to surrender promptly to the Fund upon its
request and cease to retain in its records and files those records and
documents created and maintained by Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement the Fund shall pay Unified monthly fees determined as set forth on
Exhibit 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 equal to the fee normally due for the full
monthly period and shall be payable upon the date of termination of this
Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers and employees who are
employed or designated as officers by both Unified and the Fund. The
compensation of such person or persons for such employment shall be paid by
Unified and no obligation will be incurred by or on behalf of the Fund in such
respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. The Fund agrees to promptly reimburse Unified for any
equipment and supplies specially ordered by or for the Fund through Unified
and for any other expenses not contemplated by this Agreement that Unified may
incur on the Fund's behalf at the Fund's request or as consented to by the
Fund. Such other expenses to be incurred in the operation of the Fund and to
be borne by the Fund, include, but are not limited to: taxes; interest;
brokerage fees and commissions; salaries and fees of officers and directors
who are not officers, directors, shareholders or employees of Unified, or the
Fund's investment adviser or distributor; SEC and state Blue Sky registration
and qualification fees, levies, fines and other charges; advisory fees; charges
and expenses of custodians; insurance premiums including fidelity bond
premiums; auditing and legal expenses; costs of maintenance of corporate
existence; expenses of typesetting and printing of prospectuses and for
distribution to current shareholders of the Fund; expenses of printing and
production cost of shareholders' reports and proxy statements and materials;
costs and expense of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; and any extraordinary 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 reflecting all of the charges for such month. Charges
remaining unpaid after thirty (30) days shall bear interest in finance charges
equivalent to, in the aggregate, the Prime Rate (as publicly announced by
Firstar Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in its
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the
Fund), this Agreement may be terminated upon thirty (30) days' written notice
to the Fund by Unified. The Fund must notify Unified in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records
and information for any purpose other than performance of Unified's
responsibilities and duties hereunder. Unified may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to the Fund
and obtaining approval in writing from the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the service agent may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by
Unified with respect to Internal Revenue Service levies, subpoenas and similar
actions, or with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
(a) In the event performance of its duties hereunder, Unified shall be
obligated to exercise due care and diligence, and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, Unified shall be entitled to rely on any oral or written
instructions, notices or other communications from the Fund and its Custodian,
officers and Trustees, investors, agents and other service providers which
Unified reasonably believes to be genuine, valid and authorized. Unified shall
also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by the Fund, as necessary or appropriate.
(b) Unified shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund, in connection with the
matters to which this Agreement relates, except for a loss or expense solely
caused by or resulting from willful misfeasance, bad faith or negligence on
Unified's part in the performance of its duties or from reckless disregard by
Unified of its obligations and duties under this Agreement. Any person, even
though also an officer, director, partner, employee or agent of Unified, who
may be or become an officer, director, partner, employee or agent of the Fund,
shall be deemed when rendering services to the Fund or acting on any business
of the Fund (other than services or business in connection with Unified's
duties hereunder) to be rendering such services to or acting solely for the
Fund and not as an officer, director, partner, employee or agent or person
under the control or direction of Unified even though paid by Unified.
(c) Except for a loss or expense solely caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in the
performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement, Unified shall not be responsible
for, and the Fund shall indemnify and hold Unified harmless from and against,
any and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to:
(i) all actions of Unified or its officers or agents required to be taken
pursuant to this Agreement;
(ii) the reliance on or use by Unified or its officers or agents of
information, records, or documents which are received by Unified or its
officers or agents and furnished to it or them by or on behalf of the Fund,
and which have been prepared or maintained by the Fund or any third party on
behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions, or lack thereof
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any
person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized,
or requests of the Fund or recognition by Unified of any share certificates
which are reasonably believed to bear the proper signatures of the officers of
the Fund and the proper countersignature of any transfer agent or registrar of
the Fund;
(vii) any delays, inaccuracies, errors in or omissions from data provided to
Unified by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers
and agents, or (2) existing or arising out of activities, actions or omissions
by or on behalf of the Fund prior to the effective date of this Agreement; and
(ix) the compliance by the Fund, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws,
rules and regulations.
Section 9. Terms. This Agreement shall become effective on the date first
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
pay to Unified such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is sooner.
Should the Fund exercise its right to terminate this Agreement, the Fund
agrees 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 30 day
period immediately preceding the termination notice date. In addition, the
Fund agrees to pay for all conversion tape set-up fees, test conversion
preparation and processing fees and final conversion fees.
Such compensation to Unified shall be for the expenses incurred in connection
with the retrieval, compilation and movement of books, records and materials
relative to the deconversion or conversion of Fund records to the successor
mutual fund service provider as directed by the Fund. Notwithstanding the
foregoing, any amount owed by the Fund to Unified prior to the
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, Unified agrees to
provide the Fund with complete and accurate transfer agency records and to
assist the Fund in the orderly transfer of accounts and records. Without
limiting the generality of the foregoing, Unified agrees upon termination of
this Agreement:
(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing the Fund's accounts and records together with such record
layouts and additional information as may be necessary to enable the successor
mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in the
interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder shall be
in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Xxxxx Funds, Inc.
0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
Section 11. Assignability. This Agreement shall not be 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 or Name. The Fund and Unified agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner
not previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
Section 15. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be 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. Governing Law. This Agreement shall be governed by the laws
of the State of Indiana.
Section 18. 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.
Xxxxx Funds, Inc.
By /s/ Xxxxxx X. Xxxxx Date: March 18, 2000
Print Name: Xxxxxx X. Xxxxx
Title: President
Attest
UNIFIED FUND SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx Date
Print Name: Xxxxx X. Xxxxxxx
Title: President
Attest
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Xxxxx Twenty Fund
EXHIBIT B
to
Mutual Fund Services Agreement
Description of Transfer Agency Services
The following is a general description of the transfer agency services Unified
shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying number; (ii)
number of shares of each Portfolio; (iii) historical information including,
but not limited to, dividends paid and date and price of all transactions
including individual purchases and redemptions; and (iv) any dividend
reinvestment order, application, dividend address and correspondence relating
to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current registration statement. Upon
receipt of any check or other payment for purchase of shares of the Fund from
an investor, Unified will (i) stamp the envelope with the date of receipt,
(ii) forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and deposit,
such notification to be given on a daily basis of the total amounts determined
and deposited to the Fund's custodian bank account during such day. Unified
shall then credit the share account of the investor with the number of
Portfolio shares to be purchased made on the date such payment is received by
Unified, as set forth in the Fund's current prospectus and shall promptly
mail a confirmation of said purchase to the investor, all subject to any
instructions which the Fund may give to Unified with respect to the timing or
manner of acceptance of orders for shares relating to payments so received by
it. 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 held in certificate or
non-certificate form, and process redemptions and repurchase requests as
follows: (i) if such certificate or redemption request complies with the
applicable standards approved by the Fund, Unified shall on each business day
notify the Fund of the total number of shares presented and covered by such
requests received by Unified on such day; (ii) on or prior to the seventh
calendar day succeeding any such requests received by Unified, Unified shall
notify the Custodian, subject to instructions from the Fund, to transfer
monies to such account as designated by Unified for such payment to the
redeeming shareholder of the applicable redemption or repurchase price;
(iii) if any such certificate or request for redemption or repurchase does not
comply with applicable standards, Unified shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the Fund's price next determined after receipt of documents
complying with said standards, or, at such other time as the Fund shall so
direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current Prospectus. Unified shall
be permitted to redeem, exchange and/or transfer Fund shares from any account
for which such services have been authorized.
F. Transfer of Shares. Upon receipt by Unified of documentation in proper
form to effect a transfer of shares, including in the case of shares for which
certificates have been issued the share certificates in proper form for
transfer, Unified will register such transfer on the Fund's shareholder records
maintained by Unified pursuant to instructions received from the transferor,
cancel the certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new certificates for
the same or a smaller whole number of shares.
G. Shareholder Communications and Meetings. Address and mail all
communications by the Fund to its shareholders promptly following the delivery
by the Fund of the material to be mailed. Prepare shareholder lists, mail and
certify as to the mailing of proxy materials, receive the tabulated proxy
cards, render periodic reports to the Fund on the progress of such tabulation,
and provide the Fund with inspectors of election at any meeting of
shareholders.
H. Share Certificates. If the Fund issues certificates, and if a
shareholder of the Fund requests a certificate representing his shares,
Unified as Transfer Agent, will countersign and mail by first class mail with
receipt confirmed, a share certificate to the investor at his/her address as
it appears on the Fund's transfer books. Unified shall supply, at the expense
of the Fund, a supply of blank share certificates. The certificates shall be
properly signed, manually or by facsimile, as authorized by the Fund, and
shall bear the Fund's seal or facsimile; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates, Unified may, until otherwise directed by the Fund, continue to
countersign certificates which bear the manual or facsimile signature of such
officer.
I. Returned checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Unified will take such
steps, including redepositing the check for collection or returning the check
to the investor, as Unified may, at its discretion, deem appropriate and
notify the Fund of such action, or as the Fund may instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed upon.
EXHIBIT C
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENT FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of the Transfer Agency contract.
I Conversion Fee: The Fund will be charges time and materials to convert
unto Unified's transfer agency system.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $16.00 for equity/bond funds
per active Shareholder Account per year with a minimum fee of $15,0002 per
initial portfolio and/or share class per year plus $9,0002 per year for each
additional portfolio/share class. An Active Shareholder Account is any
Shareholder Account existing on Transfer Agent's computerized files with a
non-zero Share balance. There is a $.50 per account charge for any account
with a zero share balance for the current month, as determined on the last day
of each month. The base fee will be billed on a monthly basis.
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.
2 Discount based on total fund assets:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
Unified will provide lost account search services in connection of SEC Rules
17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual basis.
This service will apply to only Active Shareholder Accounts maintained on the
transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum fee/rerun
charge when the nightly processing has be repeated due to incorrect NAV or
dividend information received from the Fund Accountant/Portfolio Pricing 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
-12b-1 Disbursement Summary
-Dealer Commission Report
-Dealer Commission Summary Report
-Exchange Activity Report
-Fees Paid Summary Report
-Fund Accrual Details
-Holdings by Account Type
-Posting Details
-Posting Summary
-Settlement Summary
-Tax Register
-Transactions Journal
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $100 per month
-Networking processing $100 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 $225.00 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
Unified Fund Services, Inc. 3/6/00 Xxxxx Funds, Inc. - 12
Unified Fund Services, Inc. 3/6/00 2
Unified Fund Services, Inc. 3/6/00 Xxxxx Funds, Inc. - 14
Unified Fund Services, Inc. 3/6/00 Xxxxx Funds, Inc. - 15
Amendment to the Mutual Fund Services Agreement
between Xxxxx Funds, Inc. and Unified Fund Services, Inc.
dated April 1, 2000.
EXHIBIT A
Portfolio Listing
Xxxxx Twenty Fund
Xxxxx Short Term Advantage Fund
Xxxxx Health Care Fund
EXHIBIT C
Transfer Agent Fee Schedule
The prices contained herein are effective for twelve months from the execution
date of the Mutual Fund Services Agreement.
I Conversion Fee: The Fund will be charges time and materials to convert
unto Unified's transfer agency system.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $16.00 for
equity/bond funds per active Shareholder Account per year with a minimum
fee of $15,0002 per initial portfolio and/or share class per year plus
$9,0002 per year for each additional portfolio/share class. An Active
Shareholder Account is any Shareholder Account existing on Transfer Agent's
computerized files with a non-zero Share balance. There is a $.50 per
account charge for any account with a zero share balance for the current
month, as determined on the last day of each month. The base fee will be
billed on a monthly basis.
1The 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.
2 Discount based on average net assets per portfolio and/or share
class per month:
$0 -- 4 Million 50%
$4 -- 7 Million 25%
$7 Plus Million 0%
Unified will provide lost account search services in connection of
SEC Rules 17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual basis.
This service will apply to only Active Shareholder Accounts maintained on the
transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum
fee/rerun charge when the nightly processing has be repeated due to incorrect
NAV or dividend information received from the Fund Accountant/Portfolio
Pricing 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
-12b-1 Disbursement Summary
-Dealer Commission Report
-Dealer Commission Summary Report
-Exchange Activity Report
-Fees Paid Summary Report
-Fund Accrual Details
-Holdings by Account Type
-Posting Details
-Posting Summary
-Settlement Summary
-Tax Register
-Transactions Journal
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $100 per month
-Networking processing $100 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
-Checkwriting support $100.00 per month
-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
-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
-Proxy Processing: Negotiable
____________________________________________
Agreed and Approved:
Xxxxx Funds, Inc. Unified Fund Services, Inc.
By: __/S/_Hitesh Ahdia__________ By: __/s/_David Bogaert_____
Xxxxxx (Xxxx) X.Xxxxx Xxxxx X. Xxxxxxx
