TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this __ day of April, 1997
between IPS Funds, an Ohio business trust, having its principal
office and place of business at ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Trust") and IPS Advisory, Inc., a Tennessee corporation having
its principal place of business at at ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Transfer Agent").
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Trust
Act of 1940, as amended as a diversified, open-end management
investment Trust and has one class of shares which may be divided
into two or more series or funds, each representing an interest
in a separate portfolio of investments; and
WHEREAS, the Trust desires to appoint the Transfer Agent as
transfer agent for the Trust; and
WHEREAS, the Transfer Agent desires to accept such
appointment.
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants and agreements hereinafter contained, the
Trust and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires,
shall have the following meanings:
(a) "Authorized Person" shall be deemed to include the
Chairman, President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any such
person is an officer or employee of the Trust, duly
authorized to give Oral Instructions and Written
Instructions on behalf of the Trust or any Fund of the
Trust as indicated in a Certificate as may be received
by the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by
this Agreement to be given to the Transfer Agent, which
is actually received by the Transfer Agent and signed
on behalf of the Trust by any officer thereof;
(c) "Commission" shall have the meaning given it in the
1940 Act;
(d) "Custodian" refers to the custodian of all of the
securities and other monies owned by the Trust or any
Fund of the Trust;
(e) "Fund" shall refer to a single separate portfolio of
investments owned by the Trust;
(f) "Oral Instructions" shall mean verbal instructions
actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an
Authorized Person;
(g) "Prospectus" shall mean the most current effective
prospectus relating to the Trust's Shares registered
under the Securities Act of 1933;
(h) "Shares" refers to the shares of beneficial interest in
the Trust, regardless of whether such shares are
classified into one or more separate Funds of the
Trust;
(i) "Shareholder" means record owner of Shares;
(j) "Written Instructions" shall mean a written
communication actually received by the Transfer Agent
where the receiver is able to verify with a reasonable
degree of certainty the authenticity of the sender of
such communication; and
(k) "1940 Act" refers to the Investment Trust Act of 1940
and the Rules and Regulations thereunder, all as
amended from time to time.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does
hereby represent and warrant to the Trust that it is a duly
registered transfer agent as defined in Section 17A of the
Securities Exchange Act of 1934 (the "1934 Act") and that
the execution and delivery of this Agreement has been duly
and validly authorized.
3. APPOINTMENT OF THE TRANSFER AGENT. The Trust hereby
appoints and constitutes the Transfer Agent as transfer
agent for all of the Shares of the Trust, and the Transfer
Agent accepts such appointment and agrees to perform the
duties herein set forth. If the Trustees of the Trust
hereafter reclassify the Shares, by the creation of one or
more Additional Funds or otherwise, the Transfer Agent
agrees that it will act as transfer agent for the Shares so
reclassified on the terms set forth herein.
4. COMPENSATION.
(a) The Trust will initially compensate the Transfer Agent
for its services rendered under this Agreement in
accordance with the fees set forth in the Fee Schedule
annexed hereto and incorporated herein;
(b) The parties hereto will agree upon the compensation for
acting as transfer agent for any Fund of the Trust
hereafter designated and established at the time that
the Transfer Agent commences serving as such for said
Funds, and such agreement shall be reflected in a Fee
Schedule for that Fund, dated and signed by an
authorized officer of each party hereto, to be attached
to this Agreement;
(c) Any compensation agreed to hereunder may be adjusted
from time to time by attaching to this Agreement a
revised Fee Schedule, dated and signed by an authorized
officer of each party hereto, and certified copies of
the resolutions of the Trustees of the Trust and
Shareholders (if applicable) authorizing such revised
Fee Schedule;
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(d) To the extent applicable, the Transfer Agent will ▇▇▇▇
each Fund of the Trust as soon as practicable after the
end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be
detailed in accordance with the Fee Schedule for the
Fund. Each Fund will promptly pay to the Transfer
Agent the amount of such billing.
5. DOCUMENTS. In connection with the appointment of the
Transfer Agent, the Trust shall, on or before the date this
Agreement goes into effect, file with the Transfer Agent the
following documents:
(a) A certified copy of the Agreement and Declaration of
Trust, including all amendments thereto, as then in
effect;
(b) A certified copy of the Bylaws of the Trust, as then in
effect;
(c) Certified copies of the resolutions of the Trustees
authorizing this Agreement and designating Authorized
Persons to give instructions to the Transfer Agent;
(d) At such time as such is approved by the Trustees, a
specimen of the certificate for Shares of the Funds in
the form approved by the Trustees, with a certificate
of the Secretary of the Trust as to such approval;
(e) All account application forms and other documents
relating to Shareholder accounts;
(f) A certified list of Shareholders of each Fund of the
Trust with the name, address and tax identification
number of each Shareholder, and the number of Shares
held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any
accounts against which stops have been placed, together
with the reasons for said stops, and the number of
Shares redeemed by the Funds; and
(g) Copies of all agreements then in effect between the
Trust and any agent with respect to the issuance, sale,
or cancellation of Shares.
6. Further Documentation. The Trust will also furnish from
time to time the following documents:
(a) Each resolution of the Trustees authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the Commission,
and amendments and orders with respect thereto, in
effect with respect to the sale of Shares of the Trust;
(c) A certified copy of each amendment to the Agreement and
Declaration of Trust and the Bylaws of the Trust;
(d) Certified copies of each resolution of the Trustees
designating Authorized Persons to give instructions to
the Transfer Agent;
(e) Certificates as to any change in any Officer, Director,
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or Authorized Person of the Fund;
(f) Specimens of all new certificates for Shares
accompanied by the Fund's resolutions of the Trustees
approving such forms; and
(g) Such other certificates, documents or opinion as may
mutually be deemed necessary or appropriate for the
Transfer Agent in the proper performance of its duties.
7. CERTIFICATES FOR SHARES AND RECORDS PERTAINING THERETO.
(a) The Transfer Agent shall maintain an adequate supply of
blank share certificates to meet the Transfer Agent's
requirements therefore. Such share certificates shall
be properly signed by facsimile. The Trust agrees
that, notwithstanding the death, resignation, or
removal of any officer of the Trust whose signature
appears on such certificates, the Transfer Agent may
continue to countersign certificates which bear such
signatures until otherwise directed by the Trust.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for
Shares of the Trust in accordance with the instructions
of the Trust. Except as may be otherwise agreed to by
the Trust, the Transfer Agent agrees further that it
shall be responsible for issuing and delivery such
confirmations of sales as may be required; provided,
however, that the Transfer Agent may utilize the
services of other persons or entities believed by it to
be competent to perform such functions. Shares shall
be registered on the transfer books of the Trust in
such names and denominations as the Trust or its
authorized agent may specify to the Transfer Agent.
(c) The Trust hereby authorizes the Transfer Agent to issue
replacement share certificates in lieu of certificates
which have been lost, stolen or destroyed, without any
further action by the Trustees or any officer of the
Trust, upon receipt by the Transfer Agent of properly
executed affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Trust and
the Transfer Agent as obligees under any such bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented
thereby and the holder of record. The Transfer Agent
shall further maintain a stop transfer record on lost
and/or replaced certificates.
(e) The Transfer Agent may establish such additional rules
and regulations governing the transfer or registration
of certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally
adopted by the transfer agents.
8. SALE OF FUND SHARES.
(a) Whenever the Trust or its authorized agent shall sell
or cause to be sold any Shares, the Trust or its
authorized agent shall provide or cause to be provided
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to the Transfer Agent information including: (i) the
number of Shares sold, trade date, and price; (ii) the
amount of money delivered to the Custodian for the sale
of such Shares; (iii) in the case of a new account, a
new account application or sufficient information to
establish an account.
(b) Upon receipt of the notification required under
paragraph (a) hereof and the notification from the
Custodian that such money has been received by it, the
Transfer Agent shall issue to the purchaser or his
authorized agent such Shares as he is entitled to
receive, based on the appropriate net asset value of
the Trust's Shares, determined in accordance with
applicable federal law or regulation, as described in
the Prospectus for the Trust. In issuing Shares to a
purchaser or his authorized agent, the Transfer Agent
shall be entitled to rely upon the latest written
directions, if any, previously received by the Transfer
Agent from the purchases or his authorized agent
concerning the delivery of such Shares.
(c) The Transfer Agent shall not be required to issue any
Shares of a Fund where it has received Written
Instructions from a Fund or written notification from
any appropriate federal or state authority that the
sale of the Shares of a Fund has been suspended or
discontinued, and the Transfer Agent shall be entitled
to rely upon such Written Instructions or written
notification.
(d) Upon the issuance of any Shares of a Fund in accordance
with the foregoing provision of this Article, the
Transfer Agent shall not be responsible for payment of
any original issue or other taxes required to be paid
by a Fund in connection with such issuance.
9. RETURNED CHECKS. In the event that the Transfer Agent is
notified by the Custodian that any check or other order for
the payment of money has been returned unpaid for any
reason, the Transfer Agent will: (i) give prompt notice of
such return to the applicable Fund or its designee;
(ii) place a stop transfer order against all Shares issued
or held on deposit as a result of such check or order; (iii)
in the case of any Shareholder who has obtained redemption
checks, place a stop payment order on the checking account
on which such checks are issued, and (iv) take such other
steps as the Transfer Agent may, in its discretion, deem
appropriate or as the applicable Fund or its designee may
instruct.
10. REDEMPTIONS.
(a) Redemptions by Mail or In Person. Shares of the Trust
will be redeemed upon receipt by the Transfer Agent of
(i) a written request for redemption, signed by each
registered owner exactly as the Shares are registered;
(ii) certificates properly endorsed for any Shares for
which certificates have been issued; (iii) signature
guarantees to the extent required by the Transfer Agent
as described in the Prospectus or SAI for the
applicable Fund; and (iv) any additional documents
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required by the Transfer Agent for redemption by
corporations, executors, administrators, trustees and
guardians.
(b) Wire Orders or Telephone Redemptions. The Transfer
Agent will, consistent with procedures which may be
established by the Trust from time to time for
redemption by wire or telephone, if any, upon receipt
of such a wire order or telephone redemption request,
redeem Shares and transmit the proceeds of such
redemption to the redeeming Shareholder as directed.
All wire or telephone redemptions will be subject to
such additional requirements as may be described in the
Prospectus or SAI for the Trust. Both the Trust and
the Transfer Agent reserve the right to modify or
terminate the procedures for wire orders or telephone
redemptions, if any, at any time.
(c) Processing Requirements. Upon receipt of all necessary
information and documentation relating to a redemption,
the Transfer Agent will issue to the Custodian an
advice setting forth the number of Shares of the Trust
received by the Transfer Agent for redemption and that
such Shares are valid and in good form for redemption.
Upon receipt and review of said advice, the Custodian
shall transfer the amount of money necessary to satisfy
the redemption to a redemption account at the
Custodian. The Transfer Agent shall then, upon receipt
of appropriate notice from the Custodian that the money
has been transferred, satisfy the redemption request by
then paying such money to the Shareholder, his
authorized agent or legal representative.
11. TRANSFER AND EXCHANGES. The Transfer Agent is authorized to
review and process transfers of Shares of the Trust and to
the extent, if any permitted in the Prospectus or SAI for
the Trust, exchanges between the Trust and other mutual
funds, if any, advised by IPS Advisory, Inc.,5 on the
records of the Trust maintained by the Transfer Agent. If
Shares to be transferred are represented by outstanding
certificates, the Transfer Agent will, upon cancellation
thereof, countersign and issue new certificates for a like
number of Shares and deliver the same. If the Shares to be
transferred are not represented by outstanding certificates,
the Transfer Agent will, upon an order therefore by or on
behalf of the registered holder thereof in proper form,
credit the same to the transferee on its books. If Shares
are to be exchanged for Shares of another Fund or Trust, the
Transfer Agent will process such exchange in the same manner
as a redemption and sale of Shares, except that it may in
its discretion waive requirements for information and
documentation.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or redemptions
which the Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis for any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers, rely upon
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the provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, which in the
opinion of legal counsel for the Trust or of its own legal
counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of the
Trust, and the Trust shall indemnify the Transfer Agent for
any act done or omitted by it in reliance upon such laws or
opinions of counsel to the Trust or of its own counsel.
13. DISTRIBUTIONS.
(a) Each Fund of the Trust will promptly notify the
Transfer Agent of the declaration of any dividend or
distribution. The Trust shall furnish to the Transfer
Agent a resolution of the Trustees of the Trust
certified by the Secretary authorizing the declarations
of dividends and authorizing the Transfer Agent to rely
on Oral Instructions or a Certificate specifying the
date of the declaration of such dividend or
distribution, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall
be determined, the amount payable per share to
Shareholders of record as of that date, and the total
amount payable to the Transfer Agent on the payment
date.
(b) The Transfer Agent will, on or before the payable date
of any dividend or distribution, notify the Custodian
of the estimated amount of cash required to pay said
dividend or distribution, and the Trust agrees that, on
or before the mailing date of such dividend or
distribution, it shall instruct the Custodian to place
in a dividend disbursing account funds equal to the
cash amount to be paid out. The Transfer Agent, in
accordance with Shareholder instructions, will
calculate, prepare and mail checks to, or (where
appropriate) credit such dividend or distribution to
the account of, Trust Shareholders, and maintain and
safeguard all underlying records.
(c) The Transfer Agent will replace lost checks upon
receipt of properly executed affidavits and maintain
stop payment orders against replaced checks.
(d) The Transfer Agent will maintain all records necessary
to reflect the crediting of dividends which are
reinvested in Shares of each Fund.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolutions of the
Trustees of the Trust.
(f) If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payment to all
Shareholders of the Funds as of the record date, the
Transfer Agent shall, upon notifying the Funds withhold
payment to all Shareholders of record as of the record
date until such sufficient cash is provided to the
Transfer Agent.
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14. SHAREHOLDER SERVICES. In addition to serving as the Trust's
transfer agent, the Transfer Agent shall also provide to
Shareholders certain maintenances, support or similar
services. Such services shall include, without limitation,
answering routine Shareholder inquiries regarding the Trust,
assisting Shareholders in considering whether to change
dividend options and helping to effectuate such changes,
arranging for bank wires, and providing such other services
as the Trust may reasonably request from time to time.
15. OTHER DUTIES. In addition to the duties expressly provided
for herein, the Transfer Agent shall perform such other
duties and functions as are set forth in the Fee Schedule(s)
hereto from time to time.
16. TAXES. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment
of dividends and capital gain distributions with the proper
federal, state, and local authorities as are required by law
to be filed by the Trust and shall withhold such sums as are
required by law to be withheld by applicable law.
17. BOOKS AND RECORDS.
(a) The Transfer Agent shall maintain records showing for
each investor's account identified by each Fund of the
Trust, the following: (i) names, addresses, tax
identifying numbers and assigned account numbers;
(ii) numbers of Shares held; (iii) historical
information regarding the account of each Shareholder,
including dividends paid and date and price of all
transactions on a Shareholder's account; (iv) any stop
or restraining order placed against a Shareholder's
account; (v) information with respect to withholdings
in the case of a foreign account; (vi) any capital gain
or dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of a Shareholder's account;
(vii) certificate numbers and denominations for any
Shareholders holding certificates; and (viii) any
information required in order for the Transfer Agent to
perform the calculations contemplated or required by
this Agreement.
(b) Any records required to be maintained by Rule 31a-1
under the 1940 Act will be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act. Such
records may be inspected by the Trust at reasonable
times. The Transfer Agent may, at its option at any
time, and shall forthwith upon the Trust's demand, turn
over to the Trust and cease to retain in the Transfer
Agent's files, records and documents created and
maintained by the Transfer Agent in performance of its
services or for its protection. At the end of the six-
year period, such records and documents will either be
turned over to the Trust, or destroyed in accordance
with the Trust's authorization.
18. SHAREHOLDER RELATIONS.
(a) The Transfer Agent will investigate all Shareholder
inquiries related to Shareholder accounts and respond
promptly to correspondence from Shareholders.
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(b) The Transfer Agent will address and mail all
communications to Shareholders or their nominees,
including proxy material and periodic reports to
Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare
Shareholder lists, mail and certify as to the mailing
of proxy materials, process and tabulate returned proxy
cards, report on proxies voted prior to meetings, and
certify to the Secretary of the Trust shares of each
Fund to be voted at meetings.
19. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon
any paper or document believed by it to be genuine and
to have been signed by an Authorized Person and shall
not be held to have any notice of any change of
authority of any person until receipt of written
certification thereof from the Trust. It shall also be
protected in processing Share certificates which it
reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Trust and
the proper countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Trust for Written
Instructions, and, at the expense of the Trust, may
seek advice from legal counsel for the Trust, with
respect to any matter arising in connection with this
Agreement, and it shall not be liable for any action
taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or with the
opinion of such counsel. In addition, the Transfer
Agent, its officers, agents or employees, shall accept
instructions or requests given to them by any person
representing or acting on behalf of the Trust only if
said representative is known by the Transfer Agent, its
officers, agents or employees, to be an Authorized
Person. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act done
by it upon the request or direction of Authorized
Persons of the Trust.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable
for: (i) the legality of the issue or sale of any
Shares, or the propriety of the amount to be paid
therefor; (ii) the legality of the declaration of any
dividend by the Trust, or the legality of the issue of
any Shares in payment of any stock dividend; or
(iii) the legality of any recapitalization or
readjustment of the Shares.
20. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this
Agreement, employ agents or attorneys-in-fact, and
shall not be liable for any loss arising out of or in
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connection with its actions under this Agreement so
long as it acts in good faith and with due diligence,
and is not negligent or guilty of any willful
misconduct.
(b) The Trust hereby agrees to indemnify and hold harmless
the Transfer Agent from and against any and all claims,
demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature
which the Transfer Agent may sustain or incur or which
may be asserted against the Transfer Agent by any
person by reason of, or as a result of: (i) any action
taken or omitted to be taken by the Transfer Agent in
good faith in reliance upon any Certificate,
instrument, order or stock certificate believe by it to
be genuine and to be signed, countersigned or executed
by any duly Authorized Person, upon the Oral
Instructions or Written Instructions of an Authorized
Person of the Trust or upon the opinion of legal
counsel for the Trust or its own counsel; or (ii) any
action taken or omitted to be taken by the Transfer
Agent in connection with its appointment in good faith
in reliance upon any law, act, regulation or
interpretation of the same even though the same may
thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall not
apply to actions or omissions of the Transfer Agent or
its Trustees, officers, employees or agents in cases of
its own gross negligence, willful misconduct, bad
faith, or reckless disregard of its or their own duties
hereunder.
21. AFFILIATION BETWEEN TRUST AND TRANSFER AGENT. It is
understood that the Trustees, officers, employees, agents
and Shareholders of the Trust, and the officers, Trustees,
employees, agents and Shareholders of the Trust's investment
adviser, IPS Advisory, Inc. (the "Adviser"), are or may be
interested in the Transfer Agent as Trustees, officers,
employees, agents, shareholders, or otherwise, and that the
Trustees, officers, employees, agents or shareholders of the
Transfer Agent may be interested in the Trust as Trustees,
officers, employees, agents, shareholders, or otherwise, or
in the Adviser as officers, Trustees, employees, agents,
shareholders or otherwise.
22. TERM.
(a) This Agreement shall become effective on the date on
which it is approved by vote of a majority (as defined
in the ▇▇▇▇ ▇▇▇) of the Trustees, including a majority
of the Trustees who are not interested persons of the
Trust (as defined in the ▇▇▇▇ ▇▇▇) and shall continue
in effect for an initial term of one year, and from
year to year thereafter, so long as such continuance is
specifically approved at least annually: (i) by either
the Trustees or the vote of a majority of the
outstanding voting securities of the Trust; and (ii) by
a vote of the majority of the Trustees who are not
interested persons of the Trust (as defined in the ▇▇▇▇
▇▇▇) cast in person at a meeting called for the purpose
of voting upon such approval.
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(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in
writing specifying the date of such termination, which
shall not be less than 60 days after the date of
receipt of such notice. In the event such notice is
given by the Trust, it shall be accompanied by a
resolution of the Trustees, certified by the Secretary,
electing to terminate this Agreement and designating a
successor transfer agent.
23. AMENDMENT. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the formality of the Agreement, and
(i) authorized or approved by the resolution of the
Trustees, including a majority of the Trustees of the Trust
who are not interested persons of the Trust as defined in
the 1940 Act, or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
24. SUBCONTRACTING. The Trust agrees that the Transfer Agent
may, in its discretion, subcontract for certain of the
services to be provided hereunder.
25. The Transfer Agent expressly agrees that, not withstanding
anything to the contrary herein, or in law, that it will
look solely to the assets of the Trust for any obligations
of the Trust hereunder and nothing herein shall be construed
to create any personal liability of any Trustee or any
Shareholder of the Trust.
26. MISCELLANEOUS.
(a) Any notice and other instruments in writing, authorized
or required by this Agreement to be given to the Trust
or the Transfer Agent, shall be sufficiently given if
addressed to that party and mailed or delivered to it
at its office set forth below or at such other place as
it may from time to time designate in writing.
To The Trust:
IPS Funds
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, President
To The Transfer Agent:
IPS Advisory, Inc.
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, President
(b) This Agreement shall not be assignable and in the event
of its assignment (in the sense contemplated by the
1940 Act), it shall automatically terminate.
(c) This Agreement shall be construed in accordance with
the laws of the State of Georgia.
(d) This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together,
constitute only one instrument.
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Fee Schedule
The Transfer Agent will receive from each Fund such
fees as the parties may from time to time agree upon during the
term of this Agreement. This Fee Schedule may be amended upon
written agreement of the parties.
Pursuant to the Trust's Management Agreement with IPS
Advisory, Inc., all fees and expenses payable hereunder shall be
paid by IPS Advisory, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunder
duly authorized as of the day and year first above written.
IPS FUNDS
By: /s/ ▇▇▇▇ ▇'▇▇▇▇▇
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, President
ATTEST:
_________________________
Secretary
[CORPORATE SEAL]
IPS ADVISORY, INC.
By: /s/ ▇▇▇▇ ▇'▇▇▇▇▇
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, President
ATTEST:
_________________________
Secretary
[CORPORATE SEAL]