EXPEDITER
MUTUAL FUND
SERVICE AGREEMENT
-----------------
This Agreement is entered into as of FEBRUARY 1 , 2000 by and among SunGard
Investment Products Inc. ("SunGard"), Oak Associates Funds (the "Company") and
Oak Associates, Ltd. (the Adviser").
WHEREAS, SunGard owns and maintains a proprietary computer router system, the
Expediter System, which provides for the automated transmission to certain
mutual funds of purchase and redemption orders generated by accounting software
systems connected electronically to the Expediter System; and
WHEREAS, the Company is a registered investment company consisting of one or
more series, as listed on Schedule A attached hereto (the "Funds"), and the
Adviser is the investment adviser to such Funds; and
WHEREAS, SunGard, the Company and the Adviser wish to provide those investment
advisers, employee benefit plans, banks, trust companies, broker-dealers,
insurance companies and other financial services entities that utilize
accounting software systems connected electronically to the Expediter System
(the "Participating Customers") with the opportunity to electronically transmit
their orders for the purchase or redemption of Fund shares to the Funds; and
WHEREAS, the Company and the Adviser wish to appoint SunGard to provide the
automated transmission services described above and to provide certain related
administrative and recordkeeping services to the Participating Customers which
purchase shares of the Funds, and SunGard wishes to accept such appointment.
NOW, THEREFORE, the parties hereto agree as follows:
1. AVAILABILITY OF FUND SHARES. The Company agrees to make shares of the Funds
available to each Participating Customer that utilizes an accounting software
system connected electronically to the Expediter System in providing
recordkeeping and/or other administrative services with respect to the
following:
X ERISA Assets Reference Schedule A and Exhibit 1
-------
X Banks and Trust Companies - Reference Schedule A and Exhibit 2
------- Fiduciary Assets
X Investment Advisory Assets Reference Schedule A and Exhibit 2
-------
X Trade Order Entry Terminal Reference Schedule A and Exhibit 2
------- - All Assets
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X Bank Capital Markets - Reference Schedule A and Exhibit 2
------- Fixed Income Assets
X Bank Capital Markets - Reference Schedule A and Exhibit 2
------- Equity Assets
X State Governments and Reference Schedule A and Exhibit 2
------- Municipalities - Fixed
Income Assets
X Insurance Companies - Reference Schedule A and Exhibit 2
------- Investment Management
Assets
X Broker-Dealers - Reference Schedule A and Exhibit 2
------- All Assets
2. ACCOUNTS. Each Participating Customer that purchases shares of the Funds for
its own account or on an omnibus level on behalf of several clients may
establish a single shareholder account ("Account") in each Fund in its own name
as the record shareholder of such shares. In the alternative, each Participating
Customer that purchases shares of the Funds on behalf of its clients may
establish an Account in each Fund in the name of each client as the record
shareholder of the shares purchased on such client's behalf.
3. RECORDKEEPING AND ADMINISTRATIVE SERVICES. SunGard shall provide
recordkeeping and administrative services which may include: (i) providing
necessary personnel and facilities to establish and maintain sub-accounts and
records on behalf of the beneficial owners of the Accounts, (ii) recording
beneficial owners' sub-account balances and changes thereto, including debits
and credits to such sub-accounts in the form of cash, dividends and shares of
the Funds, (iii) providing statements to the beneficial owners of the Accounts,
and (iv) transmitting through the Expediter System the Participating Customers'
orders for the purchase and redemption of Fund shares to the Funds either
directly or indirectly via another router system.
(a) SunGard may engage one or more third parties to act as its agent or agents
for the purpose of providing the recordkeeping and administrative services
described herein; provided, however, that the appointment of any such agent
shall not relieve SunGard of its responsibilities or liabilities under this
Agreement. Such agents shall include banks or other service providers that
provide recordkeeping and administrative services. Unless otherwise indicated
herein, all references hereafter to "SunGard" shall include such agents.
(b) Certain of the recordkeeping and administrative services described herein
may be performed by one or more of SunGard's affiliates in accordance with an
agreement between such affiliates) and a Participating Customer regarding the
provision of automated recordkeeping and accounting services or systems;
provided, however, that, except as otherwise provided herein, the provision of
any such services by SunGard's affiliates shall not relieve SunGard of its
responsibilities or liabilities under this Agreement, and, provided, further,
that the provision of such services pursuant to any agreement between an
affiliate and a Participating Customer shall be consistent with the provision of
such services hereunder. Unless otherwise indicated herein, all references
hereafter to "SunGard" shall include such affiliates.
(c) SunGard shall perform the recordkeeping and administrative services
described herein in accordance with any applicable conditions set forth in each
Fund's prospectus and shall bear all expenses of maintaining the facilities and
personnel necessary to perform such
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services; provided, however, that the Company shall (i) ensure that each Fund
maintains federal registration of the Funds' shares and complies with all other
applicable federal and state securities laws, rules and regulations, including,
without limitation, all state filing, notice and fee provisions, and (ii)
provide to each shareholder of record, at the Company's expense, proxy
statements, shareholder reports, prospectuses and all other such materials as
are required by the Company, the Funds or applicable law to be distributed to
either the record or the beneficial owners of shares of the Funds.
(d) The Company shall notify SunGard in writing at least sixty (60) days in
advance of any termination of this Agreement with respect to any particular
Fund. Furthermore, the Company shall notify SunGard as soon as practicable if
the offer or sale of shares of a Fund in any state or other jurisdiction within
the United States of America is suspended or restricted, or if the Company
wishes to prevent SunGard from transmitting, or continuing to transmit, purchase
orders on behalf of Participating Customers who reside in a particular state or
other jurisdiction.
4. USE OF EXPEDITER SYSTEM. SunGard shall utilize the Expediter System to
transmit to the Funds, either directly or indirectly via another router system,
orders from the Participating Customers for the purchase and redemption of
shares of the Funds per Account in each Fund. In this regard, SunGard shall (i)
provide and maintain the Expediter System and all related software in order to
link the Participating Customers' accounting software with the Company; (ii)
train representatives of the Company in the use of the Expediter System and any
related software; (iii) make all upgrades of the software available to the
Company; and (iv) monitor the use of the Expediter System and any related
software to ensure accurate and timely transmission of data. Orders for the
purchase or redemption of shares of the Funds shall be processed in accordance
with the Operating Procedures attached hereto as follows:
Source of Orders Exhibit
ERISA Assets 1
Non-ERISA Assets 2
The Operating Procedures may be amended or modified from time to time by
delivery of a revised Exhibit(s) 1 and/or 2 to the Company. SunGard shall use
commercially reasonable efforts to give the Company not less than thirty (30)
days' prior written notice of any changes in the Operating Procedures.
5. RECORDS. Each party or its designee shall maintain and preserve all records
as required by law to be maintained and preserved in connection with the
provision by SunGard of services pursuant to this Agreement and in making shares
of the Funds available to the Participating Customers.
6. FEES. In consideration of the services and facilities to be provided by
SunGard pursuant to this Agreement, SunGard Investment Products Inc. shall be
entitled to receive from the Adviser the fees identified on Schedule A attached
hereto. All parties agree that the payments
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referred to herein are for recordkeeping and administrative services only and
are not for legal, investment advisory or distribution services.
7. REPRESENTATIONS AND WARRANTIES. Each party represents that it is free to
enter into this Agreement and that by doing so it will not breach or otherwise
impair any other agreement or understanding with any other person, corporation
or other entity,
(a) SunGard Investment Products Inc. further represents, warrants and covenants
to the Company and the Adviser that:
(i) it has full power and authority under applicable law, and has taken all
action necessary, to enter into and perform this Agreement;
(ii) it is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(iii) it owns, or has the right to offer, the Expediter System as described in
this Agreement;
(iv) the execution, delivery and performance by SunGard Investment Products Inc.
of this Agreement will not violate any provision of current law, including,
without limitation, the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code")
and federal and state securities laws, or any order, rule or regulation of any
court or governmental or regulatory body; and
(v) it shall adhere at all times to the Operating Procedures set forth in
Exhibits 1 and 2 attached hereto (as the same may be amended from tune to time
in accordance with Section 4 above) in performing its duties and obligations
hereunder.
(b) The Company further represents, warrants and covenants to SunGard that:
(i) it has full power and authority under applicable law, and has taken all
action necessary, to enter into and perform this Agreement;
(ii) it is registered as an investment company, and each Fund is registered as a
series thereof under the 1940 Act, and the shares of each Fund are registered
under the Securities Act of 1933, as amended (the "Securities Act");
(iii) it shall comply, and shall ensure that each Fund complies, with all state
law requirements, including, without limitation, all filing, notice and fee
provisions, applicable to the offer and sale of shares of the Funds;
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(iv) the execution, delivery and performance by the Company of this Agreement
will not violate any provision of current federal and state securities laws, or
any order, rule or regulation of any court or governmental or regulatory body;
(v) the board of directors or trustees of the Company has approved (or shall
ratify within a reasonable period of time following the execution of this
Agreement) and shall periodically review throughout the term of this Agreement
the authorization hereunder of SunGard to receive purchase and redemption orders
on the Funds' behalf for purposes of Rule 22c-1 under the 1940 Act;
(vi) each Fund shall include the following or equivalent disclosure in its
prospectus(es):
(a) that the Fund has authorized SunGard to receive purchase and redemption
orders on the Fund's behalf;
(b) that SunGard is authorized to designate its agents and affiliates as
intermediaries to receive purchase and redemption orders on the Fund's behalf;
(c) that the Fund will be deemed to have received a purchase or redemption order
when SunGard or its designated agent or affiliate receives the order; and
(d) that orders will be priced at the Fund's net asset value next computed after
the orders are received by SunGard or its designated agent or affiliate; and
(vii) it shall adhere at all times to the Operating Procedures set forth in
Exhibits 1 and 2 attached hereto (as the same may be amended from time to time
in accordance with Section 4 above) in performing its duties and obligations
hereunder.
(c) The Adviser further represents, warrants and covenants to SunGard that:
(i) it has full power and authority under applicable law, and has taken all
action necessary, to enter into and perform this Agreement;
(ii) it is registered as an investment adviser pursuant to Section 203 of the
Investment Advisers Act of 1940, as amended; and
(iii) the execution, delivery and performance by the Adviser of this Agreement
will not violate any provision of current law, including, without limitation,
ERISA, the Code and federal and state securities
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laws, or any order, rule or regulation of any court or governmental or
regulatory body.
8. REPRESENTATIONS CONCERNING THE COMPANY AND THE FUNDS. SunGard shall not make
any representations about the Company or the Funds except to the extent such
representations are contained in a Fund's current prospectus, statement of
additional information or sales literature, or as is otherwise authorized by the
Company in writing. The Company hereby authorizes SunGard to include the names
of the Funds on a list of representative investment choices provided to
potential and existing Participating Customers.
9. PROTECTION OF PROPRIETARY INFORMATION.
(a) The term "Proprietary Information" shall mean any software, and all parts,
copies and modifications thereof, and any other information, documentation,
source codes or proprietary data relating to the Expediter System or any related
software, in whatever form, received by the Company, the Adviser or any Fund
from SunGard. "Proprietary Information" does not include information or data
which is rightfully in the possession of the Company, the Adviser or any Fund
prior to its receipt from SunGard without any obligation of confidentiality or
which, without any fault of the Company, the Adviser or any Funds is or becomes
available in the public domain.
(b) The Company and the Adviser agree that any Proprietary Information provided
to the Company, the Adviser or any Fund by SunGard is proprietary to SunGard and
shall at all times remain the sole property of SunGard. SunGard shall retain all
title, copyright, patent and other proprietary rights to all Proprietary
INFORMATION AND to all copies thereof.
(c) The Company and the Adviser acknowledge that the Proprietary Information is
confidential and constitutes a valuable asset of SunGard. The Company and the
Adviser shall hold the Proprietary Information strictly confidential. The
Company and the Adviser shall limit the use of, and access to, all Proprietary
Information to their respective employees whose use of or access to the
Proprietary Information is necessary for the performance of the Company's and
the Adviser's respective duties and obligations under this Agreement. The
Company and the Adviser shall, by all appropriate means, prevent unauthorized
disclosure, publication, display or use of any Proprietary Information. Neither
the Company nor the Adviser shall remove any copyright, proprietary rights or
confidentiality notice included in or affixed to any Proprietary Information and
shall reproduce all such notices on any copies of Proprietary Information which
either shall make. The Company shall use all reasonable efforts to ensure that
each Fund complies with this Section 9(c) with respect to any Proprietary
Information a Fund may receive directly or indirectly from SunGard.
(d) Within five (5) business days after the termination of this Agreement for
any reason, the Company and the Adviser shall return to SunGard all Proprietary
Information and all copies thereof in the possession, custody or control of the
Company, the Adviser or any Fund, and shall destroy or render unusable all other
Proprietary Information and copies thereof which for any reason cannot be
delivered to SunGard. In such event, an executive
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officer or other authorized representative of the Company or the Adviser shall
certify in writing that all Proprietary Information has been delivered to
SunGard or destroyed and that the use of the Proprietary Information has been
discontinued by the Company, the Adviser and each Fund.
(e) SunGard shall treat any trade secret, technical, business or confidential
information or material received by SunGard from the Company, the Adviser, or
any Fund ("Confidential Information"), including, without limitation, financial
information, proposed new products, business or marketing strategies, plans or
techniques, new communication methods, sales or volume reports, shareholder or
customer lists, dealer lists, or prospective investor lists pertaining to or
owned by the Company, the Adviser or any Fund, in the same manner as the
Proprietary Information is to be treated by the Company under this Agreement.
"Confidential Information" does not include information or data which is
rightfully in SunGard's possession prior to its receipt from the Company, the
Adviser or any Fund without any obligation of confidentiality or which, without
any fault of SunGard, is or becomes available in the public domain.
10. ABSENCE OF AGENCY RELATIONSHIP. Except as otherwise specifically provided in
the Exhibits hereto in connection with SunGard's status as agent of the Funds
for the purpose of receiving, on the Funds' behalf, orders for the purchase or
redemption of Fund shares in accordance with Rule 22c-1 under the 1940 Act,
SunGard shall not hold itself out to the public or engage in any activity as an
agent for the Company, the Adviser or any Fund, or as a distributor of the
Funds.
11. LIABILITY.
(a) No party to this Agreement shall be liable for any error of judgment or for
any loss suffered by any other party or any other person in connection with the
matters to which this Agreement relates, except a loss resulting from (i)
intentional misconduct, bad faith or negligence on the part of such party in
performing its duties and obligations hereunder, or (ii) any material breach by
such party of any provision of this Agreement, including, without limitation,
any representation, warranty or covenant made in this Agreement; provided,
however, that, except with respect to breaches of Sections 6 or 9 hereof as to
which no limit shall apply, the total Liability of the Company, the Adviser or
SunGard with respect to claims for damages arising under this Agreement, whether
at law or in equity, during any calendar year shall be limited to direct
damages,, and shall not, during any calendar year, exceed an amount equal to the
greater of (i) $100,000, or (ii) the aggregate fees actually paid by the Adviser
to SunGard Investment Products Inc. pursuant to this Agreement during the
calendar year preceding such claims.
(b) Under no circumstances shall any party to this Agreement be liable to any
other party or any other person, regardless of the form of action, for lost
revenues or profits, loss of business or goodwill, investment or market losses,
or any indirect or consequential damages of any nature, whether or not
foreseeable.
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(c) No party to this Agreement shall be liable for, nor shall any party be
considered in breach of this Agreement due to, any failure to perform its
obligations hereunder as a result of a cause beyond its control, including,
without limitation, an action by any military, civil or regulatory authority, a
change in any law or regulation, a fire, flood, earthquake, storm or similar act
of God, a disruption or outage of communications, power or other utility, a
labor problem, the unavailability of supplies, an equipment malfunction, or any
other cause, whether similar or dissimilar to any of the foregoing, which could
not have been prevented or ameliorated by such party with reasonable care;
provided, however, that each party shall use commercially reasonable efforts to
minimize service disruptions following any such failure beyond the party's
reasonable control.
12. INDEMNIFICATION.
(a) Subject to the limitations on liability set forth in Section 11 above,
SunGard Investment Products Inc, agrees to indemnify and hold harmless the
Company, the Adviser and the Funds and their respective directors or trustees,
officers, employees, agents and each person, if any, who controls them within
the meaning of the Securities Act, against any losses, claims, damages,
liabilities or expenses ("Losses") to which an indemnitee may become subject
insofar as those Losses (or actions in respect thereof) arise out of or are
based upon (i) SunGard's intentional misconduct, bad faith or negligence in
performing its duties and obligations under this Agreement, or (ii) any material
breach by SunGard of any material provision of this Agreement, including,
without limitation, any representation, warranty or covenant made in this
Agreement; and shall reimburse the indemnitees for any legal or other expenses
reasonably incurred, as incurred, by them in connection with investigating or
defending against such Losses.
(b) Notwithstanding anything herein to the contrary and without regard to the
limitations on liability set forth in Section 11 above, SunGard Investment
Products Inc. shall defend, indemnify and/or settle, at its own expense, any
action brought against the Company, the Adviser or any Fund to the extent it is
based on a claim that the Expediter System infringes in a material respect any
United States patent or copyright or any trade secret or other proprietary right
of any third party, provided that: (i) the Company, the Adviser or a Funds gives
written notice to SunGard within ten (10) days after any applicable infringement
claim is initiated against the Company, the Adviser or a Fund; (ii) SunGard has
sole control of the defense and of any negotiations for settlement of any such
claim; (iii) the Company, the Adviser or the Fund provides SunGard with
reasonable nonmonetary assistance, information and authority necessary to
perform the above; and (iv) such claim does not arise from an unauthorized or
improper use of the Expediter System, or from the use of a superseded or
modified release of the Expediter System, or by the use, operation or
combination of the Expediter System as provided by SunGard with programs, data,
equipment or materials not provided by SunGard, if such infringement would have
been avoided by the proper use of the Expediter System for the purpose and in
the manner specifically authorized by this Agreement, or by the use of the
current or unmodified release of the Expediter System, or from the use of the
Expediter System without such programs, data, equipment or other materials. If
any applicable infringement claim is initiated, or in SunGard's sole opinion is
likely to be initiated, then SunGard shall
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have the option, at its expense, to modify or replace all or the infringing part
of the Expediter System so that it is no longer infringing, provided that the
System functionality does not change in any material adverse respect, or procure
for the Company, the Adviser and each Fund the right to continue using the
infringing part of the Expediter System. The foregoing states the entire
liability of SunGard with respect to any claim of infringement regarding the
Expediter System.
(c) Subject to the limitations on liability contained in Section 11 above, the
Company agrees to indemnify and hold harmless SunGard and each of its directors,
officers, employees, agents and each person, if any, who controls SunGard within
the meaning of the Securities Act against any Losses to which an indemnitee may
become subject insofar as those Losses (or actions in respect thereof) arise out
of or are based upon (i) the Company's intentional misconduct, bad faith or
negligence in performing its duties and obligations under this Agreement, or
(ii) any material breach by the Company of any material provision of this
Agreement, including, without limitation, any representation, warranty or
covenant made in this Agreement; and shall reimburse the indemnitees for any
legal or other expenses reasonably incurred, as incurred, by them in connection
with investigating or defending against such Losses.
(d) Without regard to the limitations on liability set forth in Section 11
above, the Company agrees to indemnify and hold harmless SunGard and SunGard's
directors, officers, employees, agents and each person, if any, who controls
SunGard within the meaning of the Securities Act against any Losses to which an
indemnitee may become subject insofar as those Losses (or actions in respect
thereof) arise out of or are based upon (i) any error in the pricing or
confirmation information provided by the Company, electronically or otherwise,
to SunGard pursuant to the Operating Procedures, which erroneous pricing or
confirmation information SunGard, acting in good faith, in fact transmitted
through the Expediter System precisely as received from the Company; or (ii) any
misstatement or alleged misstatement of a material fact contained in a
prospectus relating to any Fund, the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any other violation of federal or state securities
laws; and shall reimburse the indemnitees for any legal or other expenses
reasonably incurred, as incurred, by them in connection with investigating or
defending against such Losses.
(e) Subject to the limitations on liability contained in Section 11 above, the
Adviser agrees to indemnify and hold harmless SunGard and each of its directors,
officers, employees, agents and each person, if any, who controls SunGard within
the meaning of the Securities Act against any Losses to which an indemnitee may
become subject insofar as those Losses (or actions in respect thereof) arise out
of or are based upon (i) the Adviser's intentional misconduct, bad faith or
negligence in performing its duties and obligations under this Agreement, or
(ii) any material breach by the Adviser of any material provision of this
Agreement, including, without limitation, any representation, warranty or
covenant made in this Agreement; and shall reimburse the indemnitees for any
legal or other expenses reasonably incurred, as incurred, by them in connection
with investigating or defending against such Losses.
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(f) If any third party threatens to commence or commences any action for which
one party (the "Indemnifying Party") may be required to indemnify another person
hereunder (the "Indemnified Party"), the Indemnified Party shall promptly give
notice thereof to the Indemnifying Party. The Indemnifying Party shall be
entitled, at its own expense and without limiting its obligations to indemnify
the Indemnified Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel shall be reasonably
satisfactory to the Indemnified Party. If the Indemnifying Party assumes the
control of the defense, the Indemnified Party may participate in the defense of
such claim at its own expense. Without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld, the
Indemnifying Party may not settle or compromise the liability of the Indemnified
Party in such action or consent to or permit the entry of any judgment in
respect thereof unless in connection with such settlement, compromise or consent
each Indemnified Party receives from such claimant an unconditional release from
all liability in respect of such claim.
13. TERMINATION. Any party may terminate this Agreement on sixty (60) days'
prior written notice to the other party; provided, however, that (i) any such
termination shall not affect the Company's obligation to ensure that the
Accounts are maintained in each Fund in the names of each record owner as
originally designated and (ii) after termination by the Company or the Adviser,
no fee shall be due with respect to any shares of the Funds that are purchased
and held by the Accounts after the date of termination, except that the Adviser
shall be obligated to continue to pay SunGard Investment Products Inc. the fees
as set forth in Schedule A attached hereto as to shares of the Funds held by the
Accounts as of the date of termination for so long as such shares continue to be
held by the Accounts and SunGard continues to provide services to such Accounts
as contemplated by this Agreement. This Agreement shall remain in effect to the
extent necessary for each party to perform its obligations with respect to
shares of the Funds for which a fee continues to be due subsequent to such
termination. It is understood that the Company may terminate this Agreement with
respect to any particular Fund only upon sixty (60) days prior written notice to
SunGard. It is further understood that if a Participating Customer states in
writing that SunGard may no longer perform the services contemplated by this
Agreement, then this Agreement shall terminate with respect to such
Participating Customer, and its related Accounts, sixty (60) days after receipt
of such notice by SunGard.
14. MISCELLANEOUS.
(a) It is understood that the parties hereto may perform similar or identical
services for others, and may enter into other agreements with third parties
governing similar arrangements without first obtaining the consent of the other
parties hereto.
(b) This Agreement, including the Schedule and Exhibits attached hereto,
contains the entire agreement among the parties with respect to the services
contemplated, and no provision may be waived, changed or amended except in a
writing signed by the parties hereto.
(c) The duties or obligations specified herein may not be assigned by any party
hereto without the prior written consent of the other parties to this Agreement.
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(d) This Agreement shall inure to the benefit of and be binding upon the parties
and their respective permitted successors and assigns.
(e) The terms of Sections 5, 9, 11 and 12 hereof shall survive the termination
of this Agreement.
(f) This Agreement shall be governed by, and construed and enforced in
accordance with, the substantive laws of the state of Illinois, without regard
to its principles of conflicts of laws.
(g) All notices, consents, and other communications provided for in this
Agreement to be given by one party to another will be deemed validly given, if
in writing and delivered personally or sent by express delivery or certified
mail, return receipt requested, or confirmed facsimile transmission, to the
address or facsimile numbers provided below.
(h) This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which together shall be deemed one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
OAK ASSOCIATES FUNDS SUNGARD INVESTMENT PRODUCTS INC.
/S/ WILLIAM E. WHITE /S/ DAVID J. GIBBONS
Name: William E. White David J. Gibbons
Title: Assistant Secretary President
Address:
3875 Embassy Pkwy. Ste 250 11 Salt Creek Lane
Akron, Ohio 44333 Hinsdale, IL 60521
Phone: (330) 668-1234 Phone: (630) 920-3100
Fax: (330) 668-2901 Fax: (630) 920-0144
OAK ASSOCIATES, LTD.
/S/ JAMES OELSCHLAGER
Name: James Oelschlager
Title: President
Address:
3875 Embassy Pkwy. Ste 250
Akron, Ohio 44333
Phone: (330) 668-1234
Fax: (330) 668-2901
<PAGE>
SCHEDULE A
FEES PAYABLE
With respect to the average daily net asset value of all Account balances in
each Fund for the preceding month, the service fee payable to SunGard Investment
Products Inc. shall equal:
25 basis points
multiplied by
the number of days in the current month / 365
multiplied by
the total average net asset value of Account balances in the Fund
for the preceding month.
The Adviser shall calculate the amount of each monthly payment and shall deliver
to SunGard Investment Products Inc. a monthly statement showing the calculation
of the amount payable to SunGard Investment Products Inc. for the preceding
month. Payment to SunGard Investment Products Inc. shall occur within thirty
(30) days following the end of each month.
FUND TICKER CUSIP CLASS DIVIDEND
SCHEDULE
White Oak Growth Fund WOGSX 671081107 NA Annual
Red Oak Technology Select Fund ROGSX 671081305 NA Annual
Pin Oak Aggressive Fund POGSX 671081206 NA Annual
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EXHIBIT 1
Operating procedures with respect to ERISA assets
-------------------------------------------------
1. The Company or its designee shall furnish to SunGard with respect to each
Fund (a) net asset value information (determined in accordance with all
applicable securites laws, rules and regulations) as of the close of regular
trading on the New York Stock Exchange (usually 4:00 P.M. Eastern Time) as of
such other time as set forth in each Fund's prospectus ("Close of Trading") on
each business day that the New York Stock Exchange is open for business
("Business Day"), (b) dividend and capital gains information as it arises, and
(c) in the case of income Funds, the daily accrual for interest rate factor
(mil rate). The Company or its designee shall provide such information for each
Fund to SunGard by means of computer file transmission by 7:00 P.M. Eastern
Time on each Business Day.
2. SunGard shall, on behalf of the Funds, receive from Participating Customers
before the Close of Trading on each Business Day net orders per Account for
the purchase or redemption of Fund shares held (or to be held) in the Accounts
("Instructions"). SunGard shall, upon its receipt of any such Instructions,
confirm such receipt with the Participating Customers.
3. SunGuard shall communicate to the Company or its designee by 9:00 A.M.
Eastern Time on each Business Day, by means of computer file transmission (or
by 8:00 A.M. Eastern Time if by means of manual facsimile), a report of the
trading activity for the most recent Business Day for each Account in any of
the Funds. The number of shares to be purchased or redeemed shall be determined
based upon the net asset value at the Close of Trading on the most recent
Business Day.
4. In the event that the Company or its designee receives the trading
information described in the preceding paragraph after 9:00 A.M. Eastern Time
on a Business Day, the Company shall use its best efforts to enter Account
orders at the net asset value at the Close of Trading on the most recent
Business Day, but if the Company is unable to do so, the transaction shall be
entered at the net asset value next determined after the Company or its designee
receives the trading information.
5. (a) The Company or its designee shall send to SunGard via computer file
transmission a verification of each Business Day's (1) net purchase or net
redemption transactions, as the case may be, (2) income transactions generated
by the Fund(s), and (3) current investment positions, per Account for each
affected Fund by the Close of Trading on the next Business Day.
(b) The Company or its designee shall send to SunGard via computer file
transmission a statement indicating the investment positions of each Account
in each Fund as of the last Business Day of each month within two (2) Business
Days thereafter.
6. In the event there is a net purchase or a redemption for an Account in any
Fund on any Business Day, SunGard shall provide such information to the
affected Participating
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<PAGE>
Customers for purposes of effecting wire payments to, or receiving wire payments
from, the Funds, as the case may be.
7. Subject to SunGard's compliance with these Operating Procedures, SunGard
shall be considered a limited agent of the Funds for the purpose of receiving,
on the Funds' behalf, orders for the purchase and redemption of Fund shares. The
Business Day on which Instructions are received in proper form by SunGard from
Participating Customers by the Close of Trading shall be the date as of which
shares of the Funds shall be purchased and redeemed as a result of such
Instructions, provided that the Company or its designee receives the trading
information relating thereto in accordance with paragraph 3 of these Operating
Procedures. Instructions received in proper form by SunGard from Participating
Customers AFTER THE Close of Trading on any given Business Day shall be treated
as if received on the next following Business Day. Dividends and capital gains
distributions shall be issued in additional shares of the applicable Fund at net
asset value in accordance with each Fund's then current prospectus.
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<PAGE>
EXHIBIT 2
OPERATING PROCEDURES WITH RESPECT TO NON-ERISA ASSETS
-----------------------------------------------------
1. The Company or its designee shall furnish SunGard with respect to each Fund
(1) net asset value information (determined in accordance with all applicable
securities laws, rules and regulations) as of the close of regular trading on
the New York Stock Exchange (usually 4:00 P.M. Eastern Time) or as of such other
time as set forth in each Fund's prospectus ("Close of Trading") on each
business day that the New York Stock Exchange is open for business ("Business
Day"), (2) dividend and capital gains information as it arises, and (3) in the
case of income Funds, the daily accrual for interest rate factor (mil rate). The
Company or its designee shall provide such information for each Fund to SunGard
by means of computer file transmission by 7:00 P.M. Eastern Time on each
Business Day.
2. SunGard shall, on behalf of the Funds, receive from Participating Customers
before the Close of Trading (or, if earlier, individual Fund cutoff time as set
forth in a Fund's prospectus ("Fund Network Cutoff Time")) on each Business Day
net orders per Account for the purchase or redemption of Fund shares held (or to
be held) in the Accounts ("Instructions"). SunGard shall, upon its receipt of
any such Instructions, confirm such receipt with the Participating Customers.
3. SunGard shall then communicate to the Company or its designee by 9:00 A.M.
Eastern Time on each Business Day, by means of computer file transmission (or by
8:00 A.M. Eastern Time if by means of manual facsimile), a report of the trading
activity for the most recent Business Day for each Account in any of the Funds.
The number of shares to be purchased or redeemed shall be determined based upon
the net asset value at the Close of Trading on the most recent Business Day.
4. (a) The Company or its designee shall send to SunGard via computer file
transmission a verification of each Business Day's (1) net purchase or net
redemption transactions, as the case may be, (2) income transactions generated
by the Fund(s), and (3) current investment positions, per Account for each
affected Fund by:
(i) 12:00 noon Eastern Time on the next Business Day for NAV funds and P.M.
money market funds; or
(ii) one hour after receipt of the report of the trading activity for A.M. money
market funds.
(b) The Company or its designee shall send to SunGard via computer file
transmission a statement indicating the investment positions of each Account in
each Fund as of the last Business Day of each month within two (2) Business Days
thereafter.
5. In the event there is a net purchase or a net redemption for an Account in
any Fund on any Business Day, SunGard shall provide such information to the
affected Participating Customers for purposes of effecting wire payments to, or
receiving wire payments from, the Funds, as the case may be.
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<PAGE>
6. Subject to SunGard's compliance with these Operating Procedures, SunGard
shall be considered a limited agent of the Funds for the purpose of receiving,
on the Funds' behalf, orders for the purchase and redemption of Fund shares. The
Business Day on which Instructions are received in proper form by SunGard from
Participating Customers by the Close of Trading (or Fund Network Cutoff Time, if
earlier) shall be the date as of which shares of the Funds shall be purchased
and redeemed as a result of such Instructions, provided that the Company or its
designee receives the trading information relating thereto in accordance with
paragraph 3 of these Operating Procedures. Instructions received in proper form
by SunGard from Participating Customers after the Close of Trading or Fund
Network Cutoff Time on any given Business Day shall be treated as if received on
the next following Business Day. Dividends and capital gains distributions shall
be issued in additional shares of the applicable Fund at net asset value in
accordance with each Fund's then current prospectus.
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