MUTUAL FUND SERVICES AGREEMENT
Sub-Transfer Agency Services
between
DUNHILL INVESTMENT ADVISORS, LLC
and
UNIFIED FUND SERVICES, INC.
MARCH 1, 2000
Exhibit A - Fund Listing
Exhibit B - Sub-Transfer Agency Services Description
Exhibit C - Fees and Expenses
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 1
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 1, 2000, between Dunhill
Investment Advisors, LLC, an Ohio limited liability company ("Dunhill"), and
Unified Fund Services, Inc., an Indiana corporation ("Unified").
WITNESSTH:
WHEREAS, Dunhill is registered with the Securities and Exchange Commission
as a transfer agent and, as such, is engaged in the business of providing
transfer agent services to open-end, management investment companies registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, Dunhill wishes to retain Unified to assist it in the provision of
certain transfer agent services to such registered investment companies
(individually, a "Fund" and collectively the "Funds"), 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. Dunhill hereby appoints Unified to provide
sub-transfer agent services for the Funds 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 C to this Agreement. Dunhill shall notify Unified in
writing of each Fund for which Unified is to provide services under this
Agreement. Each such 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 Fund) may be modified with respect to
such Fund in writing by Dunhill and Unified at the time of the addition of such
Fund.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF UNIFIED. Unified represents
and warrants to Dunhill 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.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF DUNHILL. Dunhill represents
and warrants to Unified that:
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 2
(a) Dunhill is a limited liability company duly organized and existing
under the laws of the State of Ohio;
(b) Dunhill 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 Dunhill to authorize Dunhill
to enter into and perform this Agreement;
(c) Dunhill is a transfer agent properly registered under the Securities
and Exchange Act of 1934;
(d) no legal or administrative proceedings have been instituted or
threatened against Dunhill that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Dunhill's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Dunhill or any law or regulation applicable to Dunhill.
SECTION 4. DELIVERY OF DOCUMENTS. Dunhill 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 of a Fund authorizing the appointment of
Dunhill to provide transfer agency services to the Fund;
(b) A Fund's Declaration of Trust;
(c) A Fund's By-Laws;
(d) A Fund's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");
(e) A Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the Securities Act of 1933 and
the 1940 Act, as filed with the SEC;
(f) Copies of the Management Agreement between a Fund and its investment
adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) A Fund's Prospectus and Statement of Additional Information 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 a 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 Dunhill and in compliance with the objectives,
policies and
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 3
limitations set forth in a Fund's Registration Statement, Declaration of Trust
and By-Laws; applicable laws and regulations; and all resolutions and policies
communicated to Unified by Dunhill:
(i) TRANSFER AGENCY, as described on Exhibit B to this Agreement.
(ii) DIVIDEND DISBURSING. Unified will serve as a Fund's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. Dunhill 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 a 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, Dunhill will
instruct the 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 Exhibit B 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 Fund to which the records pertain,
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 Dunhill
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;
(v) notify Dunhill in writing of a change in transfer agent software
providers ten (10) days prior to a notice of termination.
SECTION 6. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered pursuant to this Agreement,
Dunhill shall pay Unified monthly fees determined as set forth on Exhibit C 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.
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(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 of the Fund.
(c) 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. Dunhill agrees to promptly reimburse Unified for any equipment
and supplies specially ordered for a Fund through Unified and for any other
expenses not contemplated by this Agreement that Unified may incur on a Fund's
behalf at Dunhill's request or as consented to by Dunhill. Such other expenses
to be incurred in the operation of Funds and to be borne by the Funds, 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 a 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 a
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.
(d) Dunhill may request additional services, additional processing, or
special reports. Such requests may be provided by Unified at additional charges.
In this event, Dunhill 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. Dunhill'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.
(e) 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 Dunhill to Unified.
In the event that Dunhill 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 Dunhill),
this Agreement may be terminated upon thirty (30) days' written notice to
Dunhill by Unified. Dunhill 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 Funds, all records and other information relative to the
Funds' 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 Dunhill and obtaining
approval in writing from Dunhill, which approval shall not be unreasonably
withheld and may not be withheld where Unified or its agents may be
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 5
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 Dunhill.
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 Dunhill and its 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 Dunhill, 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 Dunhill, 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. Unified shall
indemnify and hold Dunhill harmless from and against any and all losses,
damages, costs, reasonable attorney's fees and expenses, payments, expenses and
liabilities arising our of or attributable to willful misfeasance, bad faith or
negligence of Unified or from reckless disregard by Unified of its obligations
and duties under this Agreement
(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 Dunhill 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 Dunhill, and which have
been prepared or maintained by Dunhill or any third party on behalf of Dunhill;
(iii)Dunhill's refusal or failure to comply with the terms of this
Agreement or Dunhill'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 Dunhill 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
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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 Dunhill or recognition by Unified of any share certificates which
are reasonably believed to bear the proper signatures of the officers of a Fund
and the proper countersignature of any transfer agent or registrar of such 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 a 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 Dunhill or a Fund's other service providers and agents,
or (2) existing or arising out of activities, actions or omissions by or on
behalf of Dunhill prior to the effective date of this Agreement; and
(ix) the compliance by a 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 with respect to one or more Funds by either
party on at least ninety (90) days' prior written notice. Upon termination of
this Agreement, Dunhill shall pay to Unified such compensation and any
reimbursable expenses as may be due with respect to the terminating Fund(s)
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is sooner.
Should Dunhill exercise its right to terminate this Agreement with respect
to one or more Funds, Dunhill 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 with respect to the terminating Fund(s) for the 30 day period
immediately preceding the termination notice date. In addition, Dunhill agrees
to pay for all out-of-pocket expenses incurred by Unified in the conversion.
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 Dunhill. Notwithstanding
the foregoing, any amount owed by Dunhill 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 Dunhill or if Ultmus provides
notice to terminate this Agreement within sixty (60) days after Unified has
notified Dunhill of a change in its transfer agent software provider.
Upon the termination of this Agreement for any reason, Unified agrees to
provide Dunhill with complete and accurate transfer agency records and to assist
Dunhill in the orderly transfer of accounts and records. Without limiting the
generality of the foregoing, Unified agrees upon termination of this Agreement:
Unified Fund Services, Inc. 6/23/01 Dunhill Investment Advisors, LLC - 7
(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing a 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 a 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 Dunhill.
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 Dunhill, to:
Dunhill Investment Advisors, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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 Dunhill the right to terminate this Agreement.
SECTION 14. USE OF NAME. Dunhill and Unified agree not to use the other's
name nor the names of
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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.
SECTION 18. EXECUTION. This Agreement may be executed by one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one in the same instrument.
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.
DUNHILL INVESTMENT TRUST
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date March 1, 2000
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title President
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Attest /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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UNIFIED FUND SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date March 1, 2000
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title President
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By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Date March 1, 2000
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Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title Sr. Vice President, C.O.O.
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Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 9
EXHIBIT A
to
Mutual Fund Services Agreement
List of Funds
-------------
Regional Opportunity Fund, B Shares
Regional Opportunity Fund, C Shares
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 11
EXHIBIT B
to
Mutual Fund Services Agreement
Description of Sub-Transfer Agency Services
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The following is a general description of the sub-transfer agency services
Unified shall provide to Dunhill.
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 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 Dunhill, 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 Fund 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 Dunhill 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 Dunhill, 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 Dunhill,
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 Dunhill shall so direct.
E. TELEPHONE ORDERS. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures as mutually agreed to by Unified and
Dunhill. Unified shall be permitted to redeem, exchange and/or transfer
Fund shares from any account for which such services have been authorized.
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 12
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 books. 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 Dunhill, 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 Dunhill 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.
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 13
EXHIBIT C
to
MUTUAL FUND SERVICES AGREEMENT
SUB-TRANSFER AGENT FEE SCHEDULE
The prices contained herein are effective for twenty-four months from the
execution date of the Transfer Agency contract between Dunhill and a Fund.
I CONVERSION FEE: The Fund will be charged time and materials to convert unto
Unified's transfer agency system.
II STANDARD BASE FEE FOR STANDARD BASE SERVICES
The Base Fee (1) 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 $12,000(2) per initial portfolio and/or share classes per year plus
$9,000 (2) 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 $.50 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.
(1) 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.
(2) Discount based on total assets per Fund and/or share class:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
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 $250.00 minimum per day
fee/rerun charge when the nightly processing has be repeated due to
incorrect NAV or dividend information received from Dunhill or any Fund's
Fund Accountants.
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
Unified Fund Services, Inc. 6/5/01 Dunhill Investment Advisors, LLC - 14
-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)
-Determine/Identify lost Shareholder accounts
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 -Tax Register
-Exchange Activity Report -Transactions Journal
-Fees Paid Summary Report
-Fund Accrual Details
V NSCC INTERFACES
-Fund/Serv and/or Networking set-up (per Fund family) $1,000
-Fund/Serv processing (per Fund family) $100 per month
-Networking processing (per Fund family $100 per month
-Fund/Serv transactions (at cost - current NSCC charges) $0.35 per trade
-Direct Networking expenses (at cost - current NSCC charges)
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI ADDITIONAL FEES FOR SERVICES OUTSIDE THE STANDARD BASE
----------------------------------------------------------
-Interactive Voice Response System Set-up Pass through
-Archiving of old records/storage of aged records Pass through
-Commission processing $500.00 per month
-Shareholder certificate processing $500.00 per month
-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 $0.15/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $25.00 fixed charge per processing
$0.02 per proxy tabulated
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