FORM OF
TANAKA FUNDS, INC.
MUTUAL FUND SERVICES AGREEMENT
Fund Accounting Services
and
Transfer Agency Services
and
Dividend Disbursing Services
between
TANAKA Funds, Inc.
and
Unified Fund Services, Inc.
__________, 1998
Exhibit A - Fund Listing
Exhibit B - Fund Accounting Services Description
Exhibit C - Transfer Agency Services Description
Exhibit D - Fees and Expenses
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MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of __________, 1998, between the
TANAKA Funds, Inc., a Maryland corporation (the "Corporation"), and Unified Fund
Services, Inc., an Indiana corporation ("Unified").
WITNESSETH:
WHEREAS, the Corporation is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Corporation wishes to retain Unified to provide certain transfer
agent, fund accounting and dividend disbursing services with respect to the
Corporation, 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 Corporation hereby appoints Unified to provide
transfer agent and fund accounting services for the Corporation, subject to the
supervision of the Board of Directors of the Corporation (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 D to this Agreement. The
Corporation will initially consist of the series of shares (each a "Fund";
collectively the "Funds") listed on Exhibit A. The Corporation shall notify
Unified in writing of each additional Fund established by the Corporation. Each
new Fund 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 Corporation and its Funds) may be modified with respect
to each new Fund in writing by the Corporation and Unified at the time of the
addition of the new Fund.
Section 2. Representations and Warranties of Unified. Unified represents
and warrants to the Corporation that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Indiana;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize Unified
to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation of Unified or
any law or regulation applicable to Unified.
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Section 3. Representations and Warranties of the Corporation. The
Corporation represents and warrants to Unified that:
(a) the Corporation is a corporation duly organized and existing under the
laws of the State of Maryland;
(b) the Corporation is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement, and the
Corporation has taken all requisite proceedings to authorize the Corporation to
enter into and perform this Agreement;
(c) the Corporation is an investment company properly registered under the
1940 Act; a registration statement under the Securities Act of 1933, as amended
("1933 Act") and the 1940 Act on Form N-lA has been filed and will be effective
and will remain effective during the term of this Agreement, and all necessary
filings under the laws of the states will have been made and will be current
during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Corporation that would impair its ability to perform its
duties and obligations under this Agreement; and
(e) the Corporation's entrance into this Agreement will not cause a
material breach or be in material conflict with any other agreement or
obligation of the Corporation or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Corporation will promptly furnish to
Unified such copies, properly certified or authenticated, of contracts,
documents and other related information that Unified may request or requires to
properly discharge its duties. Such documents may include but are not limited to
the following:
(a) Resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency and fund accounting services to the Corporation
and approving this Agreement;
(b) The Corporation's Articles of Incorporation;
(c) The Corporation's By-Laws;
(d) The Corporation's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Corporation'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 Investment Advisory Agreement between the Corporation and
its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Corporation's Prospectus and Statement of Additional Information
relating to all Funds 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
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(i) Such other agreements as the Corporation 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 Corporation's Registration Statement,
Articles of Incorporation and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) Fund Accounting, as described on Exhibit B to this Agreement.
(ii) Transfer Agency, as described on Exhibit C to this Agreement.
(iii) Dividend Disbursing. Unified will serve as the Corporation's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. The Corporation 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 Corporation'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
Corporation 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. A shareholder
not receiving a cash distribution 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 and C and as Unified may otherwise deem
appropriate or advisable, all in accordance with the 1940 Act. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Unified agrees
that all such records prepared or maintained by Unified relating to the services
provided hereunder are the property of the Corporation and will be preserved for
the periods prescribed under Rule 31a-2 under the 1940 Act, maintained at the
Corporation's expense, and made available in accordance with such Section and
rules. Unified further agrees to surrender promptly to the Corporation upon its
request and cease to retain in its records and files those records and documents
created and maintained by Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Corporation pursuant
to this Agreement the Corporation shall pay Unified monthly fees determined as
set forth on Exhibit D to this Agreement. Such fees
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are to be billed monthly and shall be due and payable upon receipt of the
invoice. If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of the month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Corporation shall pay to Unified such compensation as shall be payable
prior to the effective date of termination.
(b) For the purpose of determining fees calculated as a function of a
Fund's net assets, the value of the Fund'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 Corporation. 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 Corporation 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 Corporation agrees to promptly reimburse Unified for any
equipment and supplies specially ordered by or for the Corporation through
Unified and for any other expenses not contemplated by this Agreement that
Unified may incur on the Corporation's behalf at the Corporation's request or as
consented to by the Corporation. Such other expenses to be incurred in the
operation of the Corporation and to be borne by the Corporation, 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 Corporation'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 Corporation;
expenses of printing and production cost of shareholders' reports and proxy
statements and materials; costs and expense of Corporation 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 Corporation 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 Corporation, and the Corporation will reimburse Unified for the
Corporation'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
Corporation.
(e) The Corporation may request additional services, additional processing,
or special reports. Such requests may be provided by Unified at additional
charges. In this event, the Corporation 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
Corporation'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 Star
5
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 Corporation to Unified.
In the event that the Corporation is more than sixty (60) days delinquent
in its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the
Corporation), this Agreement may be terminated upon thirty (30) days' written
notice to the Corporation by Unified. The Corporation 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 Corporation, all records and other information relative to
the Corporation'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
Corporation and obtaining approval in writing from the Corporation, 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
Corporation.
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 from the Corporation 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 upon prior approval from the Corporation
and rely on the advice and opinions of outside legal counsel retained by the
Corporation, 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 Corporation, 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
Corporation, shall be deemed when rendering services to the Corporation or
acting on any business of the Corporation (other than services or business in
connection with Unified's duties hereunder) to be rendering such services to or
acting solely for the Corporation 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 Corporation 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;
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(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 Corporation, and
which have been prepared or maintained by the Corporation or any third party on
behalf of the Corporation;
(iii) the Corporation's refusal or failure to comply with the terms of
this Agreement or the Corporation'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 Corporation
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 Corporation or recognition by Unified of any share certificates
which are reasonably believed to bear the proper signatures of the officers of
the Corporation and the proper countersignature of any transfer agent or
registrar of the Corporation;
(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 Corporation 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 Corporation or its other service
providers and agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Corporation prior to the effective date of this
Agreement; and
(ix) the compliance by the Corporation, 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, without penalty, by either party on at
least sixty (60) days' prior written notice. Upon termination of this Agreement,
the Corporation 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.
Unified shall be entitled to reimbursement for the reasonable expenses
incurred in connection with the retrieval, compilation and movement of books,
records and materials relative to the deconversion or conversion of Corporation
records to the successor mutual fund service provider as directed by the
Corporation. Notwithstanding the foregoing, any amount owed by the Corporation
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
Corporation.
Upon the termination of the Agreement for any reason, Unified agrees to
provide the Corporation with complete and accurate transfer agency, fund
accounting and administration records and to assist the Corporation in the
orderly transfer of accounts and records. Without limiting the generality of the
foregoing, Unified agrees upon termination of this Agreement:
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(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing the Corporation'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 Corporation'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 Corporation.
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 Corporation, to:
TANAKA Funds, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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 Corporation the right to terminate this
Agreement.
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Section 14. Use or Name. The Corporation 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.
TANAKA FUNDS, INC.
By Date
---------------------------- ---------------
Print Name:
-------------------
Title
------------------------
Attest
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UNIFIED FUND SERVICES, INC.
By Date
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Print Name:
-------------------
Title
------------------------
Attest
------------------------
By Date
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Print Name:
-------------------
Title
------------------------
Attest
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EXHIBIT A
to
Mutual Fund Services Agreement
List of Funds
TANAKA Growth Fund
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EXHIBIT B
to
Mutual Fund Services Agreement
Description of Fund Accounting Services
I. General Description
-------------------
Unified shall provide the following accounting services to the
Corporation:
A. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Corporation's Prospectus. Assist
Corporation management in making final determinations of distribution
amounts.
B. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Corporation'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. Working with the Corporation's public accountants or other
professionals, prepare and file Corporation's Federal tax return on
Form 1120-RIC along with all state and local tax returns where
applicable. Prepare and file Federal Excise Tax Return (Form 8613).
D. Maintain the books and records and accounting controls for the
Corporation's assets, including records of all securities transactions.
E. Calculate each Fund's net asset value in accordance with the Prospectus
and (once the Fund meets eligibility requirements) transmit to NASDAQ
and to such other entities as directed by the Corporation.
F. Account for dividends and interest received and distributions made by
the Corporation.
G. Prepare Corporation or Fund expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Corporation'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 Corporation's independent auditors.
J. Monitor and administer arrangements with the Corporation's Custodian
and depository banks.
K. A listing of reports that will be available to the Corporation is
included below.
II. Daily Reports
-------------
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
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B. Fund Reports
1. Fund 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
III. 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. Corporation Performance Report
10.SEC Yield Calculation Work Sheet (fixed-income funds only)
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EXHIBIT C
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 Corporation.
A. Shareholder Recordkeeping. Maintain records showing for each Corporation
shareholder the following: (i) name, address and tax identifying number;
(ii) number of shares of each Fund; (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 Fund. Except as
specifically agreed in writing between Unified and the Corporation, 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
Corporation in accordance with the Corporation's current registration
statement. Upon receipt of any check or other payment for purchase of shares
of the Corporation 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 Corporation, and notify the
Corporation of such determination and deposit, such notification to be given
on a daily basis of the total amounts determined and deposited to the
Corporation's custodian bank account during such day. Unified shall then
credit the share account of the investor with the number of Fund shares to
be purchased made on the date such payment is received by Unified, as set
forth in the Corporation's current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to any
instructions which the Corporation 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 Corporation, Unified shall on each
business day notify the Corporation 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 Corporation, 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 Corporation's price next
determined after receipt of documents complying with said standards, or, at
such other time as the Corporation shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of
Corporation shares upon telephone instructions from qualified shareholders
in accordance with the procedures set forth in the
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Corporation's current Prospectus. Unified shall be permitted to redeem,
exchange and/or transfer Corporation 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 Corporation'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 Corporation to its shareholders promptly following the delivery by
the Corporation 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 Corporation on the progress of
such tabulation, and provide the Corporation with inspectors of election at
any meeting of shareholders.
H. Share Certificates. If the Corporation issues certificates, and if a
shareholder of the Corporation 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 Corporation's transfer books. Unified shall
supply, at the expense of the Corporation, a supply of blank share
certificates. The certificates shall be properly signed, manually or by
facsimile, as authorized by the Corporation, and shall bear the
Corporation's seal or facsimile; and notwithstanding the death, resignation
or removal of any officers of the Corporation authorized to sign
certificates, Unified may, until otherwise directed by the Corporation,
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 Corporation of such action, or as the Corporation 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.
14
EXHIBIT D
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENCY FEE SCHEDULE
I Conversion Fee: Manual conversion/new fund establishment - fee not to exceed
$500 per portfolio. Electronic conversion - $2.50 per shareholder account
with a $5,000 minimum fee.
II Standard Base Fee for Standard Base Services
The Base Fee* is $1.40 for money market funds and $1.30 for equity/bond
funds per active Shareholder Account per active Shareholder Account per
month with a minimum fee of $1,250 per portfolio or class per month. 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
calendar year, as determined on the last day of each month.
*The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling, shipping,
statement microfiche copies and 800 number access to Unified's shareholder
services group.
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 per account searched.
These "Electronic Data Search Services" will be performed on a semi-annual
basis. This service will apply to only Active Shareholder Accounts
maintained on the transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum fee/rerun
charge when the nightly processing has be repeated due to incorrect NAV or
dividend information received from the Fund Accountant/Pricing Agent.
II Standard Base Transaction Fees
Fund/Serv processing charges are $0.25 per transaction in addition to direct
Fund/Serv charges that are passed through (See Section VI herein). Minimum
charge: $250.00 per month
Networking processing charges are $0.24 per account for Matrix levels 1, 2 &
4 and $0.06 for Matrix level 3 in addition to direct Networking charges that
are passed through (See Section VI herein). Minimum charge: $250.00 per
month.
III Standard Services Provided
-Opening new accounts
-Maintaining Shareholder accounts
Includes:
-Maintaining certificate records
-Changing addresses
-Daily reports on number of Shares, accounts
-Preparation of 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
Corporation information and related inquiries
15
-Processing purchase of Shares
-Issuing /Canceling of certificates (Excessive use may be subject
to additional charges)
-Processing partial and complete redemptions
-Regular and legal transfer of accounts
-Mail processing of semi-annual and annual reports
-Processing dividends and distributions
-Prepare Shareholder meeting lists
-One proxy processing per year per fund. Tabulation is
limited to three.
-Receiving and tabulating of proxies
-Confirmation of all transactions as provided by the terms of
each Shareholder's account
-Provide a system which will enable Corporation 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)
-Determination/Identification of lost Shareholder accounts
-1099 reporting
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
-Corporation Accrual Details
V Additional Fees for Services Outside the Standard Base
-Archiving of old records/storage of aged records negotiable
-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
-Monthly Director's Reports $25/mo/portfolio
-Direct Fund/Serv expenses Pass through
-Direct Networking expenses Pass through
-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:
System Support Representatives $100.00/hour
Programmers, Consultants or
Department Heads $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
16
FUND ACCOUNTING FEE SCHEDULE
The prices contained herein are effective for twelve months from the
execution date of the Fund Accounting Agreement.
Conversion Fee: $500.00 per portfolio
Standard Fee - charged per portfolio/class of shares*
0.050% for the first $100 million in assets; 0.040% from $100 million
to $300 million in assets; 0.030% over $300 million in assets.
*Subject to a minimum of $15,000 per year.
Out of Pocket Fees: Fees charged for outside pricing services
and all accompanying administrative
expenditures.
Standard Services Provided
-Daily processing of Corporation transactions
-Ability to specify and execute partial sales on FIFO, LIFO, high cost,
low cost and specifically identified lots
-"As-of" reporting, as far back as transactions are maintained on
Unified's systems
-Monitoring and communication to management and
adviser(s) on cash activity
-General ledger processing
-Calculations of Net Asset Value
-Calculations of Money Market Daily Dividend Factor
-Reporting of NAV to NASDAQ and Corporation management
-Reporting of NAV to principal reporting services (Lipper, etc.)
-Daily portfolio valuation
-Estimation of income and capital gain distributions
-Provide information to complete semi-annual and annual financial
statements and Director's reports
-Coordination with auditors
-Coordination and communication with investment advisers
-Payables processing
-Full bond accrual, accretion, amortization, including
variable rates
-Daily accrual and amortization of income and expense
-Full accounting for all securities transactions
-Complete audit trail
-Automated securities and income records
-Fiscal year-end processing
-Load funds processing
Standard Reports Provided
-Daily cash reports
-Daily portfolio valuations
-Daily Pricing Sheets
-Weekly accruals transactions listing
-Standard monthly Closing Packages
-Monthly general ledger activity report as requested
-Reports to assist in the preparation of semi-annual and annual
financial statements
-Dividend estimations worksheet
-Pre-approved audit schedules
17
-Broker commissions report for N-SAR filings
-Financial schedules for proxy statements and prospectuses
*Requests for Unified to provide standard reports with increased
frequency may be subject to additional service fees.
Optional Services Available - Initial (for desired services)
-Each additional share class $6,000/class/year
---------------
-Additional portfolio sub-adviser fee $10,000/portfolio
---------------
-Multiple custodian fee $5,000/fund group
---------------
-GNMA securities fee $2,500/portfolio
---------------
-Monthly dividend estimation fee $2,500/portfolio
---------------
-Quarterly financial statement preparation fee $5,000/portfolio
---------------
-Creation of semi-annual and annual reports $3,000/fund group
---------------
-Statistical reporting fee (ICI, Lipper, Donoghue, etc.) $100/report
---------------
-Quarterly tax and compliance checklist $4,000/portfolio
---------------
-Accrual calculations $2,500/fund group
---------------
-SEC 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
De-Conversion Fees
De-Conversion fees will be subject to additional charges commensurate
with particular circumstances and dependent upon scope of problems.
18