MUTUAL FUND SERVICES AGREEMENT
Fund Administration Services
Fund Accounting Services
Transfer Agency Services
between
THRESHOLD ADVISOR FUNDS, INC.
and
UNIFIED FUND SERVICES, INC.
DECEMBER 8, 2000
Exhibit A - Portfolio Listing
Exhibit B - Fund Administration Services Description
Exhibit C - Fund Accounting Services Description
Exhibit D - Transfer Agency Services Description
Exhibit E - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of December 8, 2000, between the
Threshold Advisor Funds, Inc., a Maryland Corporation (the "Fund"), and Unified
Fund Services, Inc., a Texas corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is in the process of registering as an open-end,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent, fund accounting and administration services with respect to the Fund, and
Unified is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent, fund accounting and fund administration services for the Fund,
subject to the supervision of the Board of Directors of the Fund (the "Board"),
for the period and on the terms set forth in this Agreement. Unified accepts
such appointment and agrees to furnish the services herein set forth in return
for the compensation as provided in Section 6 and Exhibit E to this Agreement.
The Fund will initially consist of the portfolios, funds and/or classes of
shares (each a "Portfolio"; collectively the "Portfolios") listed on Exhibit A.
The Fund shall notify Unified in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that the provisions (including those
relating to the compensation and expenses payable by the Fund and its
Portfolios) may be modified with respect to each new Portfolio in writing by the
Fund and Unified at the time of the addition of the new Portfolio.
Section 2. Representations and Warranties of Unified. Unified
represents and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the laws
of the State of Texas;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize Unified
to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund
represents and warrants to Unified that:
(a) the Fund is a corporation duly organized and existing under the
laws of the State of Maryland;
(b) the Fund is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and the Fund
has taken all requisite proceedings to authorize the Fund to enter into and
perform this Agreement;
(c) the Fund is an investment company in the process of being
registered under the 1940 Act; a registration statement under the Securities Act
of 1933, as amended ("1933 Act") and the 1940 Act on Form N-lA has been filed
and will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will have been
made and will be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly furnish when
available to Unified such copies, properly certified or authenticated, of
contracts, documents and other related information that Unified may request or
requires to properly discharge its duties. Such documents may include but are
not limited to the following:
(a) Resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency, fund accounting and administration services to
the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(f) Copies of the Management Agreement between the Fund and its
investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus and Statement of Additional Information
relating to all Portfolios and all amendments and supplements thereto (such
Prospectus and Statement of Additional Information and supplements thereto, as
presently in effect and as from time to time hereafter amended and supplemented,
herein called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement,
Articles of Incorporation and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) Fund Administration, as described on Exhibit B to this
Agreement.
(ii) Fund Accounting, as described on Exhibit C to this Agreement.
(iii) Transfer Agency, as described on Exhibit D to this Agreement.
(iv) Dividend Disbursing. Unified will serve as the Fund's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. The Fund will advise
Unified in advance of the declaration of any dividend or distribution and the
record and payable date thereof. Unified will, on or before the payment date of
any such dividend or distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or distribution payable in
cash, and on or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account and/or certificates delivered where
requested. A shareholder not receiving certificates will receive a confirmation
from Unified indicating the number of shares credited to his/her account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of Unified or a
corporate affiliate of Unified);
(ii) provide or otherwise obtain personnel sufficient, in Unified's
sole discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which Unified, in its sole
discretion, believes are necessary or desirable for provision of the services
contemplated herein; and
(iv) keep records relating to the services provided hereunder in such
form and manner as set forth on Exhibits B, C and D and as required or as
Unified may otherwise deem appropriate or advisable, all in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Unified agrees that all such records prepared or maintained by
Unified relating to the services provided hereunder are the property of the Fund
and will be preserved for the periods prescribed under Rule 31a-2 under the 1940
Act, maintained at the Fund's expense, and made available in accordance with
such Section and rules. Unified further agrees to surrender promptly to the Fund
upon its request and cease to retain in its records and files those records and
documents created and maintained by Unified pursuant to this Agreement.
<PAGE>
Section 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay Unified monthly fees determined as set forth
on Exhibit E to this Agreement. Such fees are to be billed monthly and shall be
due and payable upon receipt of the invoice. Upon any termination of this
Agreement and before the end of any month, the fee for the part of the month
before such termination shall be equal to the fee normally due for the full
monthly period and shall be payable upon the date of termination of this
Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person
or persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
or designated as officers by both Unified and the Fund. The compensation of such
person or persons for such employment shall be paid by Unified and no obligation
will be incurred by or on behalf of the Fund in such respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. The Fund agrees to promptly reimburse Unified for any equipment
and supplies specially ordered by or for the Fund through Unified and for any
other expenses not contemplated by this Agreement that Unified may incur on the
Fund's behalf at the Fund's request or as consented to by the Fund. Such other
expenses to be incurred in the operation of the Fund and to be borne by the
Fund, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of Unified, or the Fund's investment
adviser or distributor; SEC and state Blue Sky registration and qualification
fees, levies, fines and other charges; advisory fees; charges and expenses of
custodians; insurance premiums including fidelity bond premiums; auditing and
legal expenses; costs of maintenance of corporate existence; expenses of
typesetting and printing of prospectuses and for distribution to current
shareholders of the Fund; expenses of printing and production cost of
shareholders' reports and proxy statements and materials; costs and expense of
Fund stationery and forms; costs and expenses of special telephone and data
lines and devices; costs associated with corporate, shareholder, and Board
meetings; and any extraordinary expenses and other customary Fund expenses. In
addition, Unified may utilize one or more independent pricing services, approved
from time to time by the Board, to obtain securities prices and to act as backup
to the primary pricing services, in connection with determining the net asset
values of the Fund, and the Fund will reimburse Unified for the Fund's share of
the cost of such services based upon the actual usage, or a pro-rata estimate of
the use, of the services for the benefit of the Fund.
(e) The Fund may request additional services, additional processing, or
special reports. Such requests may be provided by Unified at additional charges.
In this event, the Fund shall submit such requests in writing together with such
specifications as may be reasonably required by Unified, and Unified shall
respond to such requests in the form of a price quotation. The Fund's written
acceptance of the quotation must be received prior to implementation of such
request. Additional services will be charged at Unified's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
Unified will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as publicly announced
by Firstar Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in
its payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice to the
Fund by Unified. The Fund must notify Unified in writing of any contested
amounts within thirty (30) days of receipt of a billing for such amounts.
Disputed amounts are not due and payable while they are being investigated.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to the Fund and obtaining
approval in writing from the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the service agent may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Unified
with respect to Internal Revenue Service levies, subpoenas and similar actions,
or with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
(a) In the performance of its duties hereunder, Unified shall be
obligated to exercise due care and diligence, and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, Unified shall be entitled to rely on any oral or written
instructions, notices or other communications (including facsimile and
electronic communications) from the Fund and its custodian, officers and
Directors, investors, agents and other service providers which Unified
reasonably believes to be genuine, valid and authorized. Unified shall also be
entitled to consult with and rely on the advice and opinions of outside legal
counsel retained by the Fund, as necessary or appropriate.
(b) Unified shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund, in connection with the
matters to which this Agreement relates, except for a loss or expense solely
caused by or resulting from willful misfeasance, bad faith or negligence on
Unified's part in the performance of its duties or from reckless disregard by
Unified of its obligations and duties under this Agreement. Any person, even
though also an officer, director, partner, employee or agent of Unified, who may
be or become an officer, director, partner, employee or agent of the Fund, shall
be deemed when rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with Unified's duties
hereunder) to be rendering such services to or acting solely for the Fund and
not as an officer, director, partner, employee or agent or person under the
control or direction of Unified even though paid by Unified.
(c) Except for a loss or expense solely caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in the
performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement, Unified shall not be responsible
for, and the Fund shall indemnify and hold Unified harmless from and against,
any and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to:
(i) all actions of Unified or its officers or agents required to be
taken pursuant to this Agreement;
(ii) the reliance on or use by Unified or its officers or agents of
information, records, or documents which are received by Unified or its officers
or agents and furnished to it or them by or on behalf of the Fund, and which
have been prepared or maintained by the Fund or any third party on behalf of the
Fund;
(iii) the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions, or lack thereof
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any person
acting on behalf of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized, or
requests of the Fund or recognition by Unified of any share certificates which
are reasonably believed to bear the proper signatures of the officers of the
Fund and the proper countersignature of any transfer agent or registrar of the
Fund;
(vii) any delays, inaccuracies, errors in or omissions from data
provided to Unified by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from activities,
actions, or omissions by the Fund or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Fund prior to the effective date of this Agreement; and
(ix) the compliance by the Fund, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws, rules
and regulations.
Section 9. Terms. This Agreement shall become effective on the date
first herein above written. This Agreement may be modified or amended from time
to time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety
(90)days' prior written notice. Upon termination of this Agreement, the Fund
shall pay to Unified such compensation and any reimbursable expenses as may be
due under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is sooner.
Should the Fund exercise its right to terminate this Agreement, the
Fund agrees to pay a termination/conversion fee, simultaneous with the transfer
of all Fund records to the successor mutual fund service provider(s), in an
amount equal to the total compensation under this agreement for the 30 day
period immediately preceding the termination notice date. In addition, the Fund
agrees to pay for all conversion tape set-up fees, test conversion preparation
and processing fees and final conversion fees.
Such compensation to Unified shall be for the expenses incurred in
connection with the retrieval, compilation and movement of books, records and
materials relative to the deconversion or conversion of Fund records to the
successor mutual fund service provider as directed by the Fund. Notwithstanding
the foregoing, any amount owed by the Fund to Unified prior to the
termination/conversion shall still be due and payable under the terms of this
Agreement. No such compensation shall be due to Unified if Unified terminates
this Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason, Unified agrees to
provide the Fund with complete and accurate tranfer agency, fund accounting and
administration records and to assist the Fund in the orderly transfer of
accounts and records. Without limiting the generality of the foregoing, Unified
agrees upon termination of this Agreement:
(a) to deliver to the successor mutual fund service provider(s),
computer tapes containing the Fund's accounts and records together with such
record layouts and additional information as may be necessary to enable the
successor mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in
the interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the
new mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible
for the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Threshold Advisor Funds, Inc.
10829 Olive Boulevard
St. Louis, MO 63141
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
431 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
Section 11. Assignability. This Agreement shall not be assigned by
either party hereto without the prior written consent of the other party.
Section 12. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
Section 13. Force Majeure. Unified shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitations, acts of God, earthquake, fires, floods,
wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Fund the right to terminate this Agreement.
Section 14. Use or Name. The Fund and Unified agree not to use the
other's name nor the names of such other's affiliates, designees, or assignees
in any prospectus, sales literature, or other printed material written in a
manner not previously, expressly approved in writing by the other or such
other's affiliates, designees, or assignees except where required by the SEC or
any state agency responsible for securities regulation.
Section 15. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
Section 16. Severability. If any provision of this Agreement is invalid
or unenforceable, the balance of the Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
Section 17. Governing Law. This Agreement shall be governed by the laws
of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund
Services Agreement to be signed by their respective duly authorized officers as
of the day and year first above written.
THRESHOLD ADVISOR FUNDS, INC.
By: /s/ Charles W. Schweizer Date 12/8/00
Print Name: Charles W. Schweizer
Title: President
Attest: /s/ Charlotte D. Cribbs, Secretary
UNIFIED FUND SERVICES, INC.
By: /s/ David Bogaert Date 12/8/00
Print Name: David Bogaert
Title: Managing Director and CEO
By: /s/ Linda A. Lawson Date 12/8/00
Print Name: Linda A. Lawson
Title: Senior Vice President and COO
Attest: /s/ Carol J. Highsmith
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Threshold Small Cap Value Fund
Threshold Mid Cap Fund
EXHIBIT B
to
Mutual Fund Services Agreement
General Description of Fund Administration Services
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Directors materials
such as unaudited financial statements, distribution summaries, and
deviations of mark-to-market valuation and the amortized cost for money
market funds.
B. Report Fund performance to outside services as directed by Fund
management.
C. Prepare and file Fund's Form N-SAR with the SEC.
D. Prepare and coordinate printing of Fund's Semiannual and Annual Reports
to Shareholders.
E. In conjunction with transfer agent, notify shareholders as to what
portion, if any, of the distributions made by the Fund's during the
prior fiscal year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
F. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors) to whom the Fund paid more than $600 during the year.
G. Provide financial information for Fund proxy statements and
Prospectuses (Expense Table).
II. Portfolio Compliance
A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed in
the current Prospectus and Statement of Additional Information.
B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income and Diversification Tests).
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures.
D. Administer compliance by the Fund's Directors, officers and "access
persons" under the terms of the Fund's Code of Ethics and SEC
regulations.
III. Regulatory Affairs and Corporate Governance
A. Assist Fund counsel in the preparation and filing of post-effective
amendments to the Fund's registration statement on Form N-lA and
supplements as needed.
B. Administer shareholder meetings, and assist Fund counsel in the
preparation and filing of proxy materials.
C. Prepare and file Rule 24f-2 Notices.
D. Prepare and file all state notifications of intent to sell the Fund's
securities including annual renewals, adding new Portfolios, preparing
and filing sales reports, filing copies of the registration statement
and final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.
E. Prepare Board materials for all Board meetings.
F. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and
make any related regulatory filings.
G. Prepare and update documents such as charter document, By-Laws, foreign
qualification filings.
H. Assist in identifying and monitoring pertinent regulatory and
legislative developments which may affect the Fund and, in response to
the results of such monitoring, coordinate and provide support to the
Fund and the Fund's investment adviser with respect to those
developments and results, including support with respect to routine
regulatory examinations or investigations of the Fund, and with
respect to such matters, to work in conjunction with outside counsel,
auditors and other professional organizations engaged by the Fund.
I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
IV. General Administration
A. For new Portfolios obtain Employer Identification Number and CUSIP
numbers. Estimate organizational costs and expenses and monitor against
actual disbursements.
B. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
EXHIBIT C
to
Mutual Fund Services Agreement
Description of Fund Accounting Services
I. General Description
Unified shall provide the following accounting services to the Fund:
A. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's Prospectus. Assist Fund
management in making final determinations of distribution amounts.
B. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Fund's status as a regulated investment company
("RIC") under Section 4982 of the Internal revenue Code of 1986, as
amended (the "Code") regarding minimum distribution requirements.
C. Assist the Fund's public accountants or other professionals in
preparing and file Fund's Federal tax return on Form 1120-RIC along
with all state and local tax returns where applicable. Also assist in
Preparing and filing Federal Excise Tax Return (Form 8613).
D. Maintain the books and records and accounting controls for the Fund's
assets, including records of all securities transactions.
E. Calculate each Portfolio's net asset value in accordance with the
Prospectus and (once the Portfolio meets eligibility requirements)
transmit to NASDAQ and to such other entities as directed by the Fund.
F. Account for dividends and interest received and distributions made by
the Fund.
G. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, directors' fees, etc.).
H. Produce transaction data, financial reports and such other periodic and
special reports as the Board may reasonably request.
I. Liaison with the Fund's independent auditors.
J. Monitor and administer arrangements with the Fund's Custodian and
depository banks.
K. A listing of reports that will be available to the Fund is included
below.
II. Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
IV. Monthly Reports
Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10.SEC Yield Calculation Work Sheet (fixed-income funds only)
<PAGE>
EXHIBIT D
to
Mutual Fund Services Agreement
Description of Transfer Agency Services
The following is a general description of the transfer agency services
Unified shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying
number; (ii) number of shares of each Portfolio; (iii) historical
information including, but not limited to, dividends paid and date and
price of all transactions including individual purchases and
redemptions; and (iv) any dividend reinvestment order, application,
dividend address and correspondence relating to the current maintenance
of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the
issue and sale of such shares except insofar as policies and procedures
of the Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current registration statement. Upon
receipt of any check or other payment for purchase of shares of the
Fund from an investor, Unified will (i) stamp the envelope with the
date of receipt, (ii) forthwith process the same for collection, (iii)
determine the amounts thereof due the Fund, and notify the Fund of such
determination and deposit, such notification to be given on a daily
basis of the total amounts determined and deposited to the Fund's
custodian bank account during such day. Unified shall then credit the
share account of the investor with the number of Portfolio shares to be
purchased made on the date such payment is received by Unified, as set
forth in the Fund's current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to any
instructions which the Fund may give to Unified with respect to the
timing or manner of acceptance of orders for shares relating to
payments so received by it.
D. Redemption Orders. Receive and stamp with the date of receipt all
requests for redemptions or repurchase of shares held in certificate or
non-certificate form, and process redemptions and repurchase requests
as follows: (i) if such certificate or redemption request complies with
the applicable standards approved by the Fund, Unified shall on each
business day notify the Fund of the total number of shares presented
and covered by such requests received by Unified on such day; (ii) on
or prior to the seventh calendar day succeeding any such requests
received by Unified, Unified shall notify the Custodian, subject to
instructions from the Fund, to transfer monies to such account as
designated by Unified for such payment to the redeeming shareholder of
the applicable redemption or repurchase price; (iii) if any such
certificate or request for redemption or repurchase does not comply
with applicable standards, Unified shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the Fund's price next determined after receipt of
documents complying with said standards, or, at such other time as the
Fund shall so direct.
<PAGE>
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
Prospectus. Unified shall be permitted to redeem, exchange and/or
transfer Fund shares from any account for which such services have been
authorized.
F. Transfer of Shares. Upon receipt by Unified of documentation in proper
form to effect a transfer of shares, including in the case of shares
for which certificates have been issued the share certificates in
proper form for transfer, Unified will register such transfer on the
Fund's shareholder records maintained by Unified pursuant to
instructions received from the transferor, cancel the certificates
representing such shares, if any, and if so requested, countersign,
register, issue and mail by first class mail new certificates for the
same or a smaller whole number of shares.
G. Shareholder Communications and Meetings. Address and mail all
communications by the Fund to its shareholders promptly following the
delivery by the Fund of the material to be mailed. Prepare shareholder
lists, mail and certify as to the mailing of proxy materials, receive
the tabulated proxy cards, render periodic reports to the Fund on the
progress of such tabulation, and provide the Fund with inspectors of
election at any meeting of shareholders.
H. Share Certificates. If the Fund issues certificates, and if a
shareholder of the Fund requests a certificate representing his shares,
Unified as Transfer Agent, will countersign and mail by first class
mail with receipt confirmed, a share certificate to the investor at
his/her address as it appears on the Fund's transfer hooks. Unified
shall supply, at the expense of the Fund, a supply of blank share
certificates. The certificates shall be properly signed, manually or by
facsimile, as authorized by the Fund, and shall bear the Fund's seal or
facsimile; and notwithstanding the death, resignation or removal of any
officers of the Fund authorized to sign certificates, Unified may,
until otherwise directed by the Fund, continue to countersign
certificates which bear the manual or facsimile signature of such
officer.
I. Returned checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Unified will take
such steps, including redepositing the check for collection or
returning the check to the investor, as Unified may, at its discretion,
deem appropriate and notify the Fund of such action, or as the Fund may
instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
<PAGE>
EXHIBIT E
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the
execution date of the Transfer Agency contract.
I Conversion Fee: Manual conversion/new fund establishment - fee not to
exceed $500 per portfolio.Electronic conversions - $2.00 per shareholder
account with a $5,000 minimum fee.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $15.60 for equity/bond
funds per active Shareholder Account per year with a minimum fee of
$12,0002 per initial portfolio and/or share classes per year plus $9,0002
per year for each additional portfolio/share class. An Active Shareholder
Account is any Shareholder Account existing on Transfer Agent's
computerized files with a non-zero Share balance. There is a $.40 per
account charge for any account with a zero share balance for the current
month, as determined on the last day of each month. The base fee will be
billed on a monthly basis.
1The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling,
shipping, statement microfiche copies and 800 number access to Unified's
shareholder services group.
2 Discount based on total assets per portfolio and/or share class:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
Unified supports for an additional monthly fee of $0.05 per account per
service: receivables accounting, 12b-1 fund reporting, back-end sales load
recapture accounting, and/or detailed dealer and representative load
commission accounting and reporting. Funds paying dividends more frequently
than once per quarter (generally, money market funds) are charged an
additional $0.30 per month per account.
Unified will provide lost account search services in connection of SEC
Rules 17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual basis.
This service will apply to only Active Shareholder Accounts maintained on
the transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $200.00 per day minimum
fee/rerun charge when the nightly processing has to be repeated due to
incorrect NAV or dividend information received from the Portfolio Pricing
Agent due to incorrect or untimely information provided by an Advisor or
its Agent.
III Standard Services Provided
-Open new accounts
-Maintain Shareholder accounts
Including:
-Maintain certificate records
-Change addresses
-Prepare daily reports on number of Shares, accounts
-Prepare Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for Fund
information and related inquiries -Process purchase of Shares -Issue/Cancel
certificates (Excessive use may be subject to additional charges) -Process
partial and complete redemptions -Process regular and legal transfer of
accounts -Mail semi-annual and annual reports -Process dividends and
distributions -Prepare Shareholder meeting lists -Process one proxy per
year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm all transactions as provided by the terms of each Shareholder's
account -Provide a system which will enable Fund to monitor the total
number of Shares sold in each
state. System has capability to halt sales and warn of potential
oversell. (Blue Sky Reports)
IV Standard Reports Available
-12b-1 Disbursement Report -Holdings by Account Type
-12b-1 Disbursement Summary -Posting Details
-Dealer Commission Report -Posting Summary
-Dealer Commission Summary Report -Settlement Summary
-Exchange Activity Report -Tax Register
-Fees Paid Summary Report -Transactions Journal
-Fund Accrual Details
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $150 per month
-Networking processing $250 per month
-Fund/Serv transactions $0.35 per trade
-Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI Additional Fees for Services Outside the Standard Base
<TABLE>
<S> <C> <C> <C>
-Interactive Voice Response System Set-up Pass through
-Archiving of old records/storage of aged records Pass through
-Off-line Shareholder research $25/hour (Billed to customer account)
-Check copies $3/each (Billed to customer account)
-Statement copies $5/each (Billed to customer account)
-Mutual Fund fulfillment/prospect file maintenance $1.00/item
-Shareholder communications charges (Faxes) Pass through
-Leased line/equipment on TA's computer system Pass through
-Dial-up access to TA's computer system Pass through
-Labels $.05 ea/$100 minimum
-Electronic filings of approved forms $75/transmission
-AD-HOC REPORTWRITER Report Generation $50.00 per report
-Bank Reconciliation Service $50.00 monthly maintenance fee per bank account $1.50 per bank item
-Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour
-Additional Proxy Processing:
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $23.00 fixed charge per processing
$0.02 per proxy tabulated
</TABLE>
FUND ACCOUNTING FEE SCHEDULE
Standard Fee
0.05% for the first $50 million in total fund assets; 0.04% from $50
million to $100 million in total fund assets; 0.03% over $100 million
in total fund assets.
Out of Pocket Fees: Fees charged for outside pricing services and all
accompanying administrative expenditures.
Subject to a $18,0001 annual minimum per portfolio (one share class)
plus $7,5001 per additional share class. Fees are billed on a monthly
basis.
1 Discount based on assets per portfolio and/or share class:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Million Plus 0%
Optional Services Available - Initial (for desired services)
-Additional portfolio sub-adviser fee $10,000/portfolio
-Multiple custodian fee $5,000/fund group
-Quarterly financial statement preparation fee $5,000/portfolio
-Statistical reporting fee (ICI, Lipper, Donoghue, etc.) $100/report
-S.E.C. yield calculations $1,000/portfolio
-S.E.C. audit requirements pass through
-Processing of backup withholding $1,500/portfolio
Special Report Generation Fees
AD-HOC Report Generation $75.00 per report
Reruns $75.00 per run
Extract Tapes $110.00 plus
Systems Programming Labor Charges
System Support Representatives $100.00/hour
Programmers, Consultants or
Department Heads $125.00/hour
Officers $150.00/hour
Repricing Charges
For incorrect or untimely information provided by an Advisor or its
Agent, Unified will charge $200.00 per day for each day that a portfolio is
repriced.
De-Conversion Fees
De-Conversion fees will be subject to additional charges commensurate
with particular circumstances and dependent upon scope of problems.
<PAGE>
FUND ADMINISTRATION SERVICES FEE SCHEDULE
Standard Fee
0.10% for the first $50 million in total fund assets; 0.07% from $50
million to $100 million in total fund assets; 0.05% over 100 million in
total fund assets;
Subject to a $15,0001 annual minimum per portfolio (one share class)
plus $7,5001 per additional share class. Fees are billed on a monthly
basis.
1 Discount based on assets per portfolio and/or share class:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Million Plus 0%
Additional Services and Fees
<TABLE>
<S> <C> <C> <C>
1. Assistance in preparation and filing for an exemptive order
or no action letter from the Securities and Exchange Commission $1,500 minimum
2. Assist in the preparation and filing of additional Fund's
Registration Statement on Form N1-A or any replacement thereof $500 minimum
3. Assistance in preparation, filing and vote compilation of
Proxy Statement for Special Shareholders Meeting. $10,000 minimum per Special Meeting
4. Assistance in Dissolution and Deregistration of the Fund
(including related Proxy Statement) $15,000 minimum
5. Reorganization/Merger of the Fund or portfolios (including
proxy statement and excluding tax opinion) $17,000 minimum
6. State Blue Sky Registration $25 per state filing
7. Such other duties related to the administration of the
Fund as agreed to by Unified Negotiable
</TABLE>
