EXHIBIT EX-99.H2A
COMMONWEALTH FUND SERVICES, INC.
TRANSFER AGENCY AND SERVICES AGREEMENT
This TRANSFER AGENCY AND SERVICES AGREEMENT is made as of this 23rd day of
August, 2006, by and between The World Funds, Inc. (the "Company"), a
corporation duly organized and existing under the laws of the State of Maryland,
and Commonwealth Fund Services, Inc. ("CFS"), a corporation duly organized and
existing under the laws of the Commonwealth of Virginia.
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and may issue its shares of common stock with a par value of one cent ($0.01)
per share in separate series and classes; and
WHEREAS, the Company intends to offer shares in various series (each such
series, together with all other series subsequently established by the Company
and made subject to this Agreement in accordance with Section 19 being herein
referred to as a "Fund," and collectively as the "Funds") and the Company may in
the future offer shares of various classes of each Fund (each such class
together with all other classes subsequently established by the Fund in a Fund
being herein referred to as a "Class," and collectively as the "Classes");
WHEREAS, the Company desires that CFS serve as the transfer agent and
dividend disbursing agent for each Fund and CFS is willing to provide these
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound, agree as
follows:
Section 1. Appointment. The Company hereby appoints CFS to act as, and CFS
agrees to act as, (i) transfer agent for the authorized and issued shares of the
Company representing interests in each of the respective Funds and Classes
thereof ("Shares"), (ii) dividend disbursing agent and (iii) agent in connection
with any accumulation, open-account or similar plans provided to the registered
owners of Shares of any of the Funds ("Shareholders") and set out in the
currently effective prospectus and statement of additional information of each
Fund (collectively, as currently in effect and as amended or supplemented, the
"Prospectus"), including, without limitation, any periodic investment plan or
periodic withdrawal program and CFS hereby accepts such appointment.
Section 2. Delivery of Documents and Other Information. In connection
therewith, the Company has delivered to CFS copies of (i) the Company's Articles
of Incorporation, as amended and supplemented, and By-Laws (collectively, as
amended from time to time, "Organizational Documents"), (ii) the Company's
Registration Statement and all amendments thereto filed with the U.S. Securities
and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), or the 1940 Act (the "Registration Statement"),
(iii) each Fund's current Prospectus, (iv) each current plan of distribution or
similar document adopted by the Company under Rule 12b- 1 under the 1940 Act
("Plan") and each current shareholder service plan or similar document adopted
by the Fund ("Service Plan"), and (v) all applicable procedures adopted by the
Company with respect to the Funds, and shall promptly furnish CFS with all
amendments of or supplements to the foregoing. The Company shall deliver to CFS
a certified copy of the resolution(s) of the Board of Directors of the Company
(the "Board") appointing CFS and authorizing the execution and delivery of this
Agreement.
Prior to the commencement of CFS's responsibilities under this Agreement,
if applicable, the Company shall deliver or cause to be delivered to CFS (i) an
accurate list of Shareholders of the Company, showing each Shareholder's address
of record, number of Shares owned and whether such Shares are represented by
outstanding share certificates and (ii) all Shareholder records, files, and
other materials necessary or appropriate for proper performance of the functions
assumed by CFS under this Agreement (collectively referred to as the
"Materials").
Section 3. Duties. CFS agrees that in accordance with procedures
established from time to time by the Company on behalf of each of the Funds, as
applicable, CFS shall perform the services set forth in Schedule A hereto. CFS
may subcontract with third parties to perform certain of the services required
to be performed by CFS hereunder, provided, however, that CFS shall remain
principally responsible to the Company for the acts and omissions of such other
entities.
Except with respect to CFS's duties as set forth in this Agreement and
except as otherwise specifically provided herein, the Company assumes all
responsibility for ensuring that the Fund complies with all applicable
requirements of the Securities Act, the 1940 Act, the USA PATRIOT Act of 2001
("USA PATRIOT Act") and any other laws, rules and regulations of governmental
authorities with jurisdiction over the Fund.
Section 4. Compensation and Expenses. The Company agrees to pay CFS
compensation for its services provided pursuant to this Agreement, as set forth
in Schedule C hereto, or as shall be set forth in amendments to such schedule
approved by the Board of Directors of the Company (the "Board") and CFS. Fees
will begin to accrue for each Fund on the latter of the date of this Agreement
or the date of commencement of operations of the Fund. If fees begin to accrue
in the middle of a month or if this Agreement terminates before the end of any
month, all fees for the period from that date to the end of that month or from
the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. Upon the termination of
this Agreement with respect to a Fund, the Fund shall pay to CFS such
compensation as shall be payable prior to the effective date of termination.
The Fund acknowledges that CFS may from time to time earn money on amounts in
the deposit accounts maintained by CFS to service the Funds (and other clients
serviced by CFS).
In connection with the services provided by CFS pursuant to this
Agreement, the Company, on behalf of each Fund, agrees to reimburse CFS for the
expenses set forth in Schedule C hereto. In addition, the Company, on behalf of
the applicable Fund, shall reimburse CFS for all reasonable expenses and
employee time (at 150% of salary) attributable to any review of the Company's
accounts and records by the Company's independent accountants or any regulatory
body outside of routine and normal periodic reviews.
All fees and reimbursements are payable in arrears on a monthly basis and
the Company, on behalf of the applicable Fund, agrees to pay all fees and
reimbursable expenses within five (5) business days following receipt of the
respective billing notice.
Section 5. Recordkeeping. CFS shall create and maintain all records
required by applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder, as
they may be amended from time to time, pertaining to the various functions CFS
performs under this Agreement and which are not otherwise created or maintained
by another party pursuant to contract with the Company. All such records shall
be the property of the Company and will be preserved, maintained and made
available in accordance with Section 31 of the 1940 Act and the rules
thereunder, and will be surrendered promptly to the Fund on and in accordance
with the Company's request. The Company and the Company's authorized
representatives shall have access to CFS's records relating to the services to
be performed under this Agreement at all times during CFS's normal business
hours. Upon the reasonable request of the Company, copies of any such records
shall be provided promptly by CFS to the Company or the Company's authorized
representatives.
In case of any requests or demands for the inspection of the Shareholder
records of the Company, CFS will endeavor to notify the Company and to secure
instructions from an authorized officer of the Company as to such inspection.
CFS shall abide by the Company's instructions for granting or denying the
inspection; provided, however, that CFS may grant the inspection regardless of
the Company's instructions if CFS is advised by counsel to CFS that failure to
do so will result in liability to CFS.
Section 6. Issuance and Transfer of Shares. CFS shall make original issues
of Shares of each Fund and Class thereof in accordance with the Fund's
Prospectus only upon receipt of (i) instructions requesting the issuance, (ii) a
certified copy of a resolution of the Board authorizing the issuance, (iii)
necessary funds for the payment of any original issue tax applicable to such
Shares, and (iv) an opinion of the Fund's counsel as to the legality and
validity of the issuance, which opinion may provide that it is contingent upon
the filing by the Fund of an appropriate notice with the SEC, as required by
Section 24 of the 1940 Act or the rules thereunder. If the opinion described in
(iv) above is contingent upon a filing under Section 24 of the 1940 Act, the
Fund shall indemnify CFS for any liability arising from the failure of the Fund
to comply with that section or the rules thereunder.
Transfers of Shares of each Fund and Class thereof shall be registered on
the Shareholder records maintained by CFS. In registering transfers of Shares,
CFS may rely upon the Uniform Commercial Code as in effect in the State of
Virginia or any other statutes that, in the opinion of CFS's counsel, protect
CFS and the Fund from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry or (iv) refusing
registration whenever an adverse claim requires such refusal. As transfer agent,
CFS will be responsible for delivery to the transferor and transferee of such
documentation as is required by the Uniform Commercial Code.
Section 7. Share Certificates. The Company shall furnish to CFS a supply
of blank share certificates of each Fund and Class thereof and, from time to
time, will renew such supply upon CFS's request. Blank share certificates shall
be signed manually or by facsimile signatures of officers of the Company
authorized to sign by the Organizational Documents of the Company and, if
required by the Organizational Documents, shall bear the Company's seal or a
facsimile thereof. Unless otherwise directed by the Company, CFS may issue or
register share certificates reflecting the manual or facsimile signature of an
officer who has died, resigned or been removed by the Company.
New share certificates shall be issued by CFS upon surrender of
outstanding share certificates in the form deemed by CFS to be properly endorsed
for transfer and satisfactory evidence of compliance with all applicable laws
relating to the payment or collection of taxes. CFS shall forward share
certificates in "non-negotiable" form by first-class or registered mail, or by
whatever means CFS deems equally reliable and expeditious. CFS shall not mail
share certificates in "negotiable" form unless requested in writing by the
Company and fully indemnified by the Company to CFS's satisfaction.
In the event that the Company informs CFS that any Fund or Class thereof
does not issue share certificates, CFS shall not issue any such share
certificates and the provisions of this Agreement relating to share certificates
shall not be applicable with respect to those Funds or Classes thereof.
Section 8. Share Purchases. Shares shall be issued in accordance with the
terms of the Prospectus after CFS or its agent receives either:
(i) (A) an instruction directing investment in a Fund or Class, (B) a
check (other than a third party check) or a wire or other electronic
payment in the amount designated in the instruction and (C) in the case of
an initial purchase, a completed account application; or
(ii) the information required for purchases pursuant to a selected dealer
agreement processing organization agreement, or a similar contract with a
financial intermediary.
Section 9. Eligibility to Receive Redemptions. Shares issued in a Fund
after receipt of a completed purchase order shall be eligible to receive
distributions of the Fund at the time specified in the Prospectus pursuant to
which the Shares are offered.
Shareholder payments shall be considered Federal Funds no later than on
the day indicated below unless other times are noted in the Prospectus of the
applicable Class or Fund:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System, on
the next Fund business day following receipt of the check; and
(iii) for a check drawn on an institution that is not a member of the
Federal Reserve System, at such time as CFS is credited with Federal Funds
with respect to that check.
Section 10. Representations and Warranties of CFS. CFS represents and
warrants to the Company that:
(i) It is a corporation duly organized and existing and in good standing
under the laws of the Commonwealth of Virginia;
(ii) It is duly qualified to carry on its business in the Commonwealth of
Virginia;
(iii) It is empowered under applicable laws and by its By-Laws to enter
into this Agreement and perform its duties under this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(v) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of CFS, enforceable against CFS in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties; and
(vii) It is registered as a transfer agent under Section 17A of the 1934
Act.
Section 11. Representations and Warranties of the Company. The Company
represents and warrants to CFS that:
(i) It is a corporation duly organized and existing and in good standing
under the laws of the state of Maryland;
(ii) It is empowered under applicable laws and by its Organizational
Documents to enter into this Agreement and perform its duties under this
Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties; and
(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities law
filings have been made and will continue to be made, with respect to all
Shares of the Funds and any Classes thereof being offered for sale.
Section 12. Proprietary Information; Confidentiality. The Company
acknowledges that the databases, computer programs, screen formats, report
formats, interactive design techniques, and documentation manuals maintained by
CFS on databases under the control and ownership of CFS or a third party
constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to CFS or the
third party. The Company agrees to treat all Proprietary Information as
proprietary to CFS and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided under this
Agreement.
CFS agrees on behalf of itself and its employees to treat confidentially
all records and other information relative to the Company and its shareholders
received by CFS in connection with this Agreement, including any non-public
personal information as defined by Regulation S-P, and that it shall not use or
disclose any such information except for the purpose of carrying out the terms
of this Agreement; provided, however, that CFS may disclose such information as
required by law or in connection with any requested disclosure to a regulatory
authority with appropriate jurisdiction after prior notification to, and
approval of the Company.
Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or Proprietary Information received from such
other party hereunder, other than materials or information required to be
retained by such party under applicable laws or regulations. Each party hereby
agrees to dispose of any "consumer report information," as such term is defined
in Regulation S-P.
Section 13. Indemnification. CFS shall not be responsible for, and the
Fund shall indemnify and hold CFS harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees (including the defense of any
law suit in which the Transfer Agent or affiliate is a named party), payments,
expenses and liability arising out of or attributable to:
(a) All actions of CFS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in
good faith and without gross negligence, reckless disregard or willful
misconduct;
(b) The lack of good faith, gross negligence or willful misconduct of the
Company;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by CFS, or its agents or subcontractors on: (i) the Materials or
any other information, records, documents, data, stock certificates or
services, which are received by CFS or its agents or subcontractors by
machine readable input, facsimile, CRT data entry, electronic instructions
or other similar means authorized by the Fund, and which have been
prepared, maintained or performed by the Company or any other person or
firm on behalf of the Company; (ii) any instructions or requests of the
Company or any of its officers; (iii) any instructions or opinions of
legal counsel with respect to any matter arising in connection with the
services to be performed by CFS under this Agreement which are provided to
CFS after consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or signed by the
proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other determination or ruling by any
federal or any state agency with respect to the offer or sale of such
Shares;
(e) The processing of any checks or wires, including without limitation
for deposit into the Company's demand deposit account maintained by CFS;
or
(h) The breach of any representation or warranty set forth in Section 11
above.
The Company shall not be responsible for, and CFS shall indemnify and hold
the Fund, its Board, officers, employees and agents, harmless from and against
any losses, damages, costs, charges, reasonable counsel fees, payments, expenses
and liability arising directly out of or attributable to any action or failure
of CFS to act as a result of CFS's lack of good faith, gross negligence or
willful misconduct in the performance of its services hereunder or the breach of
any representation or warranty set forth in Section 10 above.
In order that the indemnification provisions contained in this Section 13
shall apply, upon the assertion of an indemnification claim, the party seeking
the 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 Company shall have the option to participate with CFS in the
defense of such claim or to defend against said claim in its own name or that of
CFS. 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 indemnifying party's written consent, which consent
shall not be unreasonably withheld.
Section 14. Standard of Care/Limitation of Liability.
(a) CFS shall be under no duty to take any action on behalf of the Company
except as necessary to fulfill its duties and obligations as specifically set
forth herein or as may be specifically agreed to by CFS in writing. CFS shall at
all times act in good faith and agrees to use its best effect within reasonable
limits to ensure the accuracy of all services performed under this Agreement,
but assumes no responsibility for any loss arising out of any act or omission in
carrying out its duties hereunder, except a loss resulting from CFS's, its
employees' or its agents' willful misfeasance, bad faith or gross negligence in
the performance of CFS's duties under this Agreement, or by reason of reckless
disregard of CFS's, its employees' or its agents' obligations and duties
hereunder. Notwithstanding the foregoing, the limitation on CFS's liability
shall not apply to the extent any loss or damage results from any fraud
committed by CFS or any intentionally bad or malicious acts (that is, acts or
breaches undertaken purposefully under circumstances in which the person acting
knows or has reason to believe that such act or breach violates such person's
obligations under this Agreement or can cause danger or harm) of CFS.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) CFS shall not be liable for losses beyond its
control, provided that CFS has acted in accordance with the standard of care set
forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity
or authority or lack thereof of any oral or written instructions provided by the
Company, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which CFS reasonably believes to be genuine;
or (B) subject to Section 21, delays or errors or loss of data occurring by
reason of circumstances beyond CFS's control, including fire, flood,
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) With respect to a Fund that does not value its assets in accordance
with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding
anything to the contrary in this Agreement, CFS shall not be liable to the
Company or any shareholder of the Company for (i) any loss to the Company if a
NAV Difference for which CFS would otherwise be liable under this Agreement is
less than $0.01 per Fund share or (ii) any loss to a shareholder of the Company
if the NAV Difference for which CFS would otherwise be liable under this
Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the
shareholder's account with the Company is less than or equal to $10. Any loss
for which CFS is determined to be liable hereunder shall be reduced by the
amount of gain which inures to shareholders, whether to be collected by the
Company or not.
For purposes of this Agreement: (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected; (ii) NAV Differences and any CFS or other responsible
party liability therefrom are to be calculated each time a Fund's (or class's)
NAV is calculated; (iii) in calculating any NAV Difference for which CFS would
otherwise be liable under this Agreement for a particular NAV error, Fund losses
and gains shall be netted; and (iv) in calculating any NAV Difference for which
CFS would otherwise be liable under this Agreement for a particular NAV error
that continues for a period covering more than one NAV determination, Fund
losses and gains for the fund's fiscal year shall be netted.
Section 15. Effectiveness. This Agreement shall become effective with
respect to each Fund or Class on the earlier of the date on which the Fund's
Registration Statement relating to the Shares of the Fund or Class becomes
effective or the date of the commencement of operations of the Fund or Class.
Upon effectiveness of this Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter hereof insofar as such
Agreement may have been deemed to relate to the Funds.
Section 16. Holidays. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended to or
shall require CFS, in any capacity hereunder, to perform any functions or duties
on any holiday or other day of special observance on which CFS is closed.
Functions or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which both the Company and CFS
are open. CFS will be open for business on days when the Company is open for
business and/or as otherwise set forth in each Fund's prospectus(es) and
Statement(s) of Additional Information.
Section 17. Termination. This Agreement shall continue in effect with
respect to each Fund until terminated; provided, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Fund and (ii) by a vote of
a majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party (other than as Directors of the Fund).
This Agreement may be terminated by either party at any time, without the
payment of a penalty upon ninety (90) days' written notice to other party. Any
termination shall be effective as of the date specified in the notice or upon
such later date as may be mutually agreed upon by the parties. Upon notice of
termination of this Agreement by either party, CFS shall promptly transfer to
the successor transfer agent the original or copies of all books and records
maintained by CFS under this Agreement including, in the case of records
maintained on computer systems, copies of such records in machine-readable form,
and shall cooperate with, and provide reasonable assistance to, the successor
transfer agent in the establishment of the books and records necessary to carry
out the successor transfer agent's responsibilities. If this Agreement is
terminated by the Company, the Company shall be responsible for all
out-of-pocket expenses or costs associated with the movement of records and
materials to the successor transfer agent and providing assistance to any
successor person in the establishment of the accounts and records necessary to
carry out the successor's responsibilities. Additionally, CFS reserves the right
to charge for any other reasonable expenses associated with such termination.
Section 18. Survival. The obligations of Sections 4, 5, 10, 11, 12, 13,
14, 20, 21, 22, 24, 26, 27, 29 and 32 shall survive any termination of this
Agreement.
Section 19. Additional Funds and Classes. In the event that the Company
establishes one or more series of Shares or one or more classes of Shares after
the effectiveness of this Agreement, such series or classes, as the case may be,
shall become Funds and Classes under this Agreement. CFS or the Company may
elect not to make any such series or classes subject to this Agreement.
Section 20. Assignment; Third Party Beneficiaries. This Agreement shall
extend to and shall be binding upon the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
assignable by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns. For the avoidance of doubt, a
transaction involving a merger or sale of substantially all of the assets of a
Fund shall not require the written consent of CFS.
Section 21. Force Majeure. In the event either party is unable to perform
its obligations under the terms of this Agreement because of acts of God, acts
of war or terrorism, strikes, equipment or transmission failure or damage
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; provided,
however, that this provision shall not imply that CFS is excused from
maintaining reasonable business continuity plans to address potential service
outages.
Section 22. Limited Recourse. CFS hereby acknowledges that the Funds'
obligations hereunder with respect to the Shares are binding only on the assets
and property belonging to the Funds. The obligations of the parties hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Funds personally, but shall bind only the
property of the Funds. The execution and delivery of this agreement by such
officers shall not be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the Funds'
property.
Notwithstanding any other provision of this Agreement, the parties agree
that the assets and liabilities of each Fund of the Company are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
Section 23. Taxes. CFS shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever in
connection with the Company or any Shareholder or any purchase of Shares,
excluding taxes assessed against CFS for compensation received by it under this
Agreement.
Section 24. Consequential Damages. Notwithstanding anything in this
Agreement to the contrary, neither party shall be liable to the other party for
consequential, special or indirect losses or damages under any provision of this
Agreement, whether or not the likelihood of such losses or damages was known by
either party.
Section 25. Amendments. This Agreement may be amended from time to time by
a writing executed by the Company and CFS.
Section 26. Governing Law. This Agreement shall be governed by and
construed to be in accordance with the laws of the State of Maryland, without
reference to choice of law principles thereof, and in accordance with the
applicable provisions of the 1940 Act. To the extent that the applicable laws of
the State of Maryland, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
Section 27. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements with respect to the subject matter hereof.
Section 28. Execution in Counterparts. This Agreement may be executed in
two or more counterparts, each of which, when so executed, shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.
Section 29. Severability. If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
Section 30. Services Not Exclusive. The services of CFS to the Company are
not deemed exclusive, and CFS shall be free to render similar services to
others, to the extent that such service does not affect CFS's ability to perform
its duties and obligations hereunder.
Section 31. Headings. All Section headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
Section 32. Waiver. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
Section 33. Notice. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first-class mail, postage prepaid, to
the respective parties at their last known address. Notices to the Company shall
be directed to 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Mr. Xxxx Xxxxx, III; and notices to CFS shall be directed to: 0000
Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Mr. Xxxx
Xxxxx, III.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
THE WORLD FUNDS, INC.
By:
--------------------------
Xxxx Xxxxx, III
Chairman
FUND SERVICES, INC.
By:
--------------------------
Xxxx Xxxxx, III
President
A-3
1-WA/2600256.8
Schedule A
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of August 23, 2006
Services to be Provided by CFS:
------------------------------
(a) CFS agrees that in accordance with procedures established from time to
time by agreement between the Company on behalf of each of the Funds, as
applicable, and CFS, CFS will perform the following services:
(i) provide the services of a transfer agent, dividend disbursing agent
and, as relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment plan
or periodic withdrawal program) that are customary for open-end management
investment companies including: (A) maintaining all Shareholder accounts,
(B) preparing Shareholder meeting lists, (C) mailing proxies and related
materials to Shareholders, (D) mailing Shareholder reports and
prospectuses to current Shareholders, (E) withholding taxes on U.S.
resident and non-resident alien accounts, (F) preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required by
federal authorities with respect to distributions for Shareholders, (G)
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, (H) preparing and
mailing activity statements for Shareholders, and (I) providing
Shareholder account information;
(ii) receive for acceptance orders for the purchase of Shares and promptly
deliver payment and appropriate documentation therefore to the custodian
of the applicable Fund (the "Custodian") or, in the case of Funds
operating in a master-feeder or fund of funds structure, to the transfer
agent or interestholder recordkeeper for the master portfolios in which
the Fund invests;
(iii) pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(iv) receive for acceptance redemption requests and deliver the
appropriate documentation therefore to the Custodian or, in the case of
Funds operating in a masterfeeder structure, to the transfer agent or
interestholder recordkeeper for the master fund in which the Fund invests;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by the
Prospectus pursuant to which the redeemed Shares were offered and as
instructed by the redeeming Shareholders;
(vi) effect transfers of Shares upon receipt of appropriate instructions
from Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the Fund
with respect to Shares;
(viii) issue share certificates and replacement share certificates for
those share certificates alleged to have been lost, stolen, or destroyed
upon receipt by CFS of indemnification satisfactory to CFS and protecting
CFS and the Fund and, at the option of CFS, issue replacement certificates
in place of mutilated share certificates upon presentation thereof without
requiring indemnification;
(ix) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges) and prepare and
transmit payments, as appropriate, to the underwriter for commissions and
service fees received;
(x) track shareholder accounts by financial intermediary source and
otherwise as reasonably requested by the Fund and provide periodic
reporting to the Fund or its administrator or other agent;
(xi) maintain records of account for and provide reports and statements to
the Company and Shareholders as to the foregoing;
(xii) record the issuance of Shares of each Fund and maintain pursuant to
Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended
("1934 Act") a record of the total number of Shares of the Company, each
Fund and each Class thereof, that are authorized, based upon data provided
to it by the Company, and are issued and outstanding and provide the
Company on a regular basis a report of the total number of Shares that are
authorized and the total number of Shares that are issued and outstanding;
(xiii) provide a system that will enable the Company to calculate the
total number of Shares of each Fund and Class thereof sold in each State;
(xiv) provide necessary information to the Company to enable the Company
to monitor and make appropriate filings with respect to the escheatment
laws of the various states and territories of the United States;
(xv) oversee the activities of proxy solicitation firms, if requested by
the Company;
(xvi)monitor transactions in each Fund for market timing activity in
accordance with the Company's policies and procedures, which may be
amended from time to time; and
(xvii) account for and administer all shareholder account fees as provided
in each Fund's Prospectus.
(b) CFS shall receive and tabulate proxy votes, coordinate the tabulation
of proxy and shareholder meeting votes and perform such other additional
services as may be specified from time to time by the Fund, all pursuant
to mutually acceptable compensation and implementation agreements.
(c) The Company or its administrator or other agent (i) shall identify to
CFS in writing those transactions and assets to be treated as exempt from
reporting for each state and territory of the United States and for each foreign
jurisdiction (collectively "States") and (ii) shall monitor the sales activity
with respect to Shareholders domiciled or resident in each State. The
responsibility of CFS for the Company's state registration status is solely
limited to the reporting of transactions to the Company, and CFS 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 Company or
its administrator or other agent.
(d) CFS shall establish and maintain facilities and procedures reasonably
acceptable to the Company for the safekeeping, control, preparation and use of
share certificates, check forms, and facsimile signature imprinting devices. CFS
shall establish and maintain facilities and procedures reasonably acceptable to
the Company for safekeeping of all records maintained by CFS pursuant to this
Agreement.
(e) CFS shall cooperate with each Fund's independent public accountants
and shall take reasonable action to make all necessary information available to
the accountants for the performance of the accountants' duties.
(f) Anti-Money Laundering ("AML") Delegation. The Company has elected to
delegate to CFS certain AML duties under this Agreement and the parties have
agreed to such duties and terms as stated in the attached schedule (Schedule B
entitled "AML Delegation"), which may be changed from time to time subject to
mutual written agreement between the parties. CFS has adopted the necessary
policies and procedures, which are reasonably designed to carryout the AML
Delegation, and will provide a copy of such policies and procedures to the
Company prior to the commencement of this Agreement and will promptly provide
the Company with any material amendments thereto. CFS will strictly adhere to
its anti-money laundering procedures and controls.
B-4
1-WA/2600256.8
Schedule B
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of August 23, 2006
AML DELEGATION
1. Delegation.
Subject to the terms and conditions set forth in this Agreement, the
Company hereby delegates to CFS those aspects of the Company's Anti-Money
Laundering Program (the "AML Program") that are set forth in Section 4 below
(the "Delegated Duties"). The Delegated Duties set forth in Section 4 may be
amended, from time to time, by mutual agreement of the Company and CFS upon the
execution by such parties of a revised Schedule B bearing a later date than the
date hereof.
1.2 CFS agrees to perform such Delegated Duties, with respect to the Fund
shareholders for which CFS maintains the applicable shareholder
information, subject to and in accordance with the terms and conditions of
this Agreement.
2. Consent to Examination. In connection with the performance
------------------------
by CFS of the Delegated Duties, CFS understands and
acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act of 2001 ("USA PATRIOT
Act") and the laws implementing the USA PATRIOT Act and that
the records CFS maintains for the Fund relating to the AML
Program may be subject, from time to time, to examination
and/or inspection by federal regulators in order that the
regulators may evaluate such compliance. CFS hereby
consents to such examination and/or inspection and agrees to
cooperate with such federal regulators in connection with
their review. For purposes of such examination and/or
inspection, CFS will use its best efforts to make available,
during normal business hours and on reasonable notice, all
required records and information for review by such
regulators.
3. Limitation on Delegation. The Fund acknowledges and agrees
-------------------------
that in accepting the delegation hereunder, CFS is agreeing
to perform only the Delegated Duties, as may be amended from
time to time, and is not undertaking and shall not be
responsible for any other aspect of the AML Program or for
the overall compliance by the Fund with the USA PATRIOT Act
or for any other matters that have not been delegated
hereunder. Additionally, the parties acknowledge and agree
that CFS shall only be responsible for performing the
Delegated Duties with respect to the accounts for which CFS
maintains the applicable shareholder information.
4. Delegated Duties.
4.1 Consistent with the services provided by CFS and with respect to the
applicable shareholder information maintained by CFS, CFS shall:
(a) Submit all new account and registration maintenance transactions
through the Office of Foreign Assets Control ("OFAC") database and such
other lists or databases of trade restricted individuals or entities as
may be required from time to time by applicable regulatory authorities;
(b) Submit special payee checks through OFAC database;
(c) Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance;
(d) Review wires sent pursuant to instructions other than those already on
file with CFS;
(e) Review accounts with small balances followed by large purchases;
(f) Review accounts with frequent activity within a specified date range
followed by a large redemption;
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within each Fund to determine if activity
for that TIN exceeded the $100,000 threshold on any given day;
(h) Compare all new accounts and registration maintenance through the
Known Offenders database and notify the Company of any match.
(i) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file any required reports with the IRS and issue
the Shareholder notices required by the IRS;
(j) Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds and prepare and file
the SAR. Provide the Company with a copy of the SAR within a reasonable
time after filing; notify the Company if any further communication is
received from U.S. Department of the Treasury or other law enforcement
agencies regarding the SAR;
(k) Compare account information to any FinCEN request received by the
Company and provided to CFS pursuant to USA PATRIOT Act Sec. 314(a).
Provide the Company with documents/information necessary to respond to
requests under USA PATRIOT Act Sec. 314(a) within required time frames;
(l) (i) Verify the identity of any person seeking to open an account with
each Fund, (ii) maintain records of the information used to verify the
person's identity in accordance with applicable regulations, (iii)
determine whether the person appears on any lists of known or suspected
terrorists or terrorist organizations provided to the Company by any
government agency, and (iv) perform enhanced due diligence with respect to
any investor that CFS has reason to believe presents high risk factors
with regard to money laundering or terrorist financing, prior to accepting
an investment from such investor; and
(m) (i) Monitor for any suspected money laundering activity with respect
to correspondent accounts for foreign financial institutions and private
banking accounts and report any such conduct required by applicable
regulations, and (ii) conduct due diligence on private banking accounts in
the event that one or more Funds changes its line of business in a manner
that would involve the establishment or maintenance of such accounts.
4.2 In the event that CFS detects activity as a result of the foregoing
procedures, CFS shall timely file any required reports, promptly notify
appropriate government agencies and also immediately notify the Fund,
unless prohibited by applicable law.
4.3 Recordkeeping. CFS shall keep all records relating to the Delegated Duties
for an appropriate period of time and, at a minimum, the period of time
required by applicable law or regulation. CFS will provide the Company
with access to such records upon reasonable request.
4.4 AML Reporting to the Fund
(a) On a quarterly basis, CFS shall provide a report to the Fund
on its performance of the AML Delegated Duties, among
other compliance items, which report shall include
information regarding the number of: (i) potential
incidents involving cash and cash equivalents or unusual
or suspicious activity, (ii) any required reports or
forms that have been filed on behalf of the Fund, (iii)
outstanding customer verification items, (iv) potential
and confirmed matches against the known offender and
OFAC databases and (v) potential and confirmed matches
in connection with FinCen requests. Notwithstanding
anything in this Section 4.3(a) to the contrary, CFS
reserves the right to amend and update the form of its
AML reporting from time to time to comply with new or
amended requirements of applicable law.
(b) At least annually, CFS will arrange for independent testing
(an audit) of the AML services it provides to its
clients on an organization-wide basis by a qualified
independent auditing firm. CFS will provide the AML
compliance officer of the Fund with the results of the
audit and testing, including any material deficiencies
or weaknesses identified and any remedial steps that
will be taken or have been taken by CFS to address such
material deficiencies or weaknesses.
(c) On an annual basis, CFS will provide the Fund with a written
certification that, among other things, it has implemented its AML
Program and has performed the Delegated Duties.
C-15
1-WA/2600256.8
Amended and Restated
Schedule C-1
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
CSI Equity Fund
The base fee for a portfolio or class is $15,000 per year. In addition, there
will be an annual maintenance fee of $18.00 per open account and $3.00 per
closed account. These per account fees will be charged in addition to the base
fee. For multi class portfolios, the second and subsequent classes will be
charged an annual fee of $9,000.00 plus account maintenance charges.
For the purposes of this Agreement, an open account is an account that has
assets or that has had assets for the current tax reporting period. For example,
an account opened and funded on Jaunary 2, 2006 which is redeemed in full on May
31, 2006 would continue to be billable as an open account until April 15, 2007
because it needs to be maintained through the tax reporting cycle of the year
following the full redemption. On April 16, 2007, the account would be billable
as an closed account. Unfunded accounts, that is accounts that have never been
funded, are not billable. A closed account has a zero balance and no activity in
the current tax reporting cycle.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-2
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Third Millennium Russia Fund
The base fee for a portfolio or class is $15,000 per year. In addition, there
will be an annual maintenance fee of $18.00 per open account and $3.00 per
closed account. These per account fees will be charged in addition to the base
fee. For multi class portfolios, the second and subsequent classes will be
charged an annual fee of $9,000.00 plus account maintenance charges.
For the purposes of this Agreement, an open account is an account that has
assets or that has had assets for the current tax reporting period. For example,
an account opened and funded on Jaunary 2, 2006 which is redeemed in full on May
31, 2006 would continue to be billable as an open account until April 15, 2007
because it needs to be maintained through the tax reporting cycle of the year
following the full redemption. On April 16, 2007, the account would be billable
as an closed account. Unfunded accounts, that is accounts that have never been
funded, are not billable. A closed account has a zero balance and no activity in
the current tax reporting cycle.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-3
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Eastern European Equity Fund
The base fee for a portfolio or class is $15,000 per year. In addition, there
will be an annual maintenance fee of $18.00 per open account and $3.00 per
closed account. These per account fees will be charged in addition to the base
fee. For multi class portfolios, the second and subsequent classes will be
charged an annual fee of $9,000.00 plus account maintenance charges.
For the purposes of this Agreement, an open account is an account that has
assets or that has had assets for the current tax reporting period. For example,
an account opened and funded on Jaunary 2, 2006 which is redeemed in full on May
31, 2006 would continue to be billable as an open account until April 15, 2007
because it needs to be maintained through the tax reporting cycle of the year
following the full redemption. On April 16, 2007, the account would be billable
as an closed account. Unfunded accounts, that is accounts that have never been
funded, are not billable. A closed account has a zero balance and no activity in
the current tax reporting cycle.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-4
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Epoch Global Equity Shareholder Yield Fund
For Transfer Agency Services, Fund Services Inc. (CFS) shall be paid a fee of
0.05% per annum of the average daily net assets calculated and paid monthly
(with an annual minimum of $18,000) on assets up to $75 million, 0.03% on assets
over $75 million
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-5
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
REMS Real Estate Value Opportunity Fund
For Transfer Agency Services, Fund Services Inc. (CFS) shall be paid a fee of
0.05% per annum of the average daily net assets calculated and paid monthly with
an annual minimum of $18,000.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor 175.00/hr
Programmer/Technical $150.00/hr
Administrative 50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-6
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Epoch U.S. All Cap Equity Fund
For Transfer Agency Services, Fund Services Inc. (CFS) shall be paid a fee of
0.03% per annum of the average daily net assets calculated and paid monthly with
an annual minimum of $18,000.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund 22c-2
Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor 175.00/hr
Programmer/Technical $150.00/hr
Administrative 50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-7
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Epoch International Small Cap Fund
For Transfer Agency Services, Fund Services Inc. (CFS) shall be paid a fee of
0.05% per annum of the average daily net assets calculated and paid monthly on
assets up to $75 million, 0.03% on assets over $75 million.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor 175.00/hr
Programmer/Technical $150.00/hr
Administrative 50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-8
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of October 12, 2006
FEE SCHEDULE
Dividend Capital Realty Fund
For Transfer Agency Services, Fund Services Inc. (CFS) shall be paid a fee of
0.10% per annum of the average daily net assets calculated and paid monthly with
an annual minimum of $18,000.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor 175.00/hr
Programmer/Technical $150.00/hr
Administrative 50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-9
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of November 29, 2007
FEE SCHEDULE
The Exceptionator Fund
There will be an annual maintenance fee of $16.00 per open account and $3.00 per
closed account. These per account fees will be charged in addition to a 0.06%
charge on assets in the fund. In addition, there is an annual $18,000 minimum
fee.
For the purposes of this Agreement, an open account is an account that has
assets or that has had assets for the current tax reporting period. For example,
an account opened and funded on Jaunary 2, 2006 which is redeemed in full on May
31, 2006 would continue to be billable as an open account until April 15, 2007
because it needs to be maintained through the tax reporting cycle of the year
following the full redemption. On April 16, 2007, the account would be billable
as an closed account. Unfunded accounts, that is accounts that have never been
funded, are not billable. A closed account has a zero balance and no activity in
the current tax reporting cycle.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
Amended and Restated
Schedule C-10
to the
Transfer Agency and Services Agreement
between
The World Funds, Inc. (the "Company") and
Fund Services, Inc. ("CFS")
Dated as of November 1, 2008
FEE SCHEDULE
Epoch U.S. Large Cap Equity Fund
The greater of 5 basis points on assets up to $75 million and 3 basis points on
assets over $75 million per year, or an annual maintenance fee of $16.00 per
open account and $3.00 per closed account; subject to a $18,000 annual minimum.
For the purposes of this Agreement, an open account is an account that has
assets or that has had assets for the current tax reporting period. For example,
an account opened and funded on Jaunary 2, 2006 which is redeemed in full on May
31, 2006 would continue to be billable as an open account until April 15, 2007
because it needs to be maintained through the tax reporting cycle of the year
following the full redemption. On April 16, 2007, the account would be billable
as an closed account. Unfunded accounts, that is accounts that have never been
funded, are not billable. A closed account has a zero balance and no activity in
the current tax reporting cycle.
Internet access for shareholder account look-up and broker account access, as
well as VRU (Voice Response Unit) access will be available to those portfolios
wishing to provide the service to their shareholders and/or brokers for an
annual fee of $9,000 per fund.
Out-of-pocket expenses will be passed through as incurred, with no xxxx-up or
set-off. Out-of-pocket expenses include, but are not limited to:
Postage Forms
Telephone (Long Distance/800 Service) Mailing House
Expenses
Telephone (Dedicated circuits) Proxy Solicitation
Express Charges Storage Fees
Fund/SERV & Networking Fees Bank Account
Maintenance Fees
FedWire/ACH/Swift Fees Custom Programming
Costs
Special Reports Conversion/Deconversion
Costs*
Special Training requested by Fund SAS 70
Reporting
Annual AML Review 22c-2 Compliance
Labor costs associated with items covered under out-of-pocket provisions will be
based on the following schedule:
Principal/Officer $250.00/hr
Manager/Supervisor $175.00/hr
Programmer/Technical $150.00/hr
Administrative $50.00 - $75.00/hr
*Conversion costs will be based on vendor per-account charges plus labor, billed
at the rates noted above.
