-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tpg9FC2ZclV5dv9mdkAw67If3kQmSrxZmSwFsVCYBOS4Pn+s9M7Rjc0iO9zlUy3E UohgceqB+cfJY8oGVA3esw== 0000922907-96-000047.txt : 19961108 0000922907-96-000047.hdr.sgml : 19961108 ACCESSION NUMBER: 0000922907-96-000047 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19961107 EFFECTIVENESS DATE: 19961107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNI INVESTMENT FUND CENTRAL INDEX KEY: 0000765924 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363344166 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-15867 FILM NUMBER: 96655610 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04273 FILM NUMBER: 96655599 BUSINESS ADDRESS: STREET 1: 53 W JACKSON BLVD STREET 2: STE 818 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3129220355 485BPOS 1 COVER LETTER FOR 1996 FORM N-1A FILING. Otis H. Cowan (816) 274-6979 November 6, 1996 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: The Omni Investment Fund (the "Fund") -- Post-Effective Amendment on Form N-1A Ladies and Gentlemen: Accompanying this letter for filing pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, is a conformed copy of a Post-Effective Amendment No. 11 to Part C of the Fund's Registration Statement on Form N-1A covering an indefinite number of shares, par value $.01 per share. Manually executed signature pages have been executed prior to the time of this electronic filing and will be retained by the Fund for five years. The Fund requests that Post-Effective Amendment No. 11 become effective immediately upon receipt of the Securities and Exchange Commission, pursuant to Rule 485(b) of Regulation C. We have reviewed Post-Effective Amendment No. 11 and hereby represent that it does not contain disclosures which would render it ineligible to become effective pursuant to Rule 485(b) of Regulation C. Please contact Otis Cowan at (816) 274-6979 if you have any comments or questions about the filing. Best regards. Very truly yours, Otis H. Cowan Attachments cc: Leslie J. Parrette, Jr. As filed with the Securities and Exchange Commission on November 6, 1996 File No. 33-15867 File No. 811-4273 _________________________________________________________________ - ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM N-1A REGISTRATION STATEMENT /X/ UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. / / Post-Effective Amendment No. 11 /X/ and REGISTRATION STATEMENT /X/ UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 11 /X/ THE OMNI INVESTMENT FUND (Exact Name of Registrant as Specified in Charter) 53 West Jackson Blvd., Suite 818, Chicago, Illinois 60604 (Address of Principal Executive Offices) (312) 922-0431 (Registrant's Telephone Number, including Area Code) ROBERT H. PERKINS LESLIE J. PARRETTE, ESQ. The Omni Investment Fund Blackwell Sanders Matheny 53 West Jackson Boulevard Weary & Lombardi L.C. Suite 818 1000 Two Pershing Square Chicago, Illinois 60604 2300 Main Street Kansas City, Missouri 64108 (Name and address of Agents for Service) ------------------- Total Number of Pages: 76 It is proposed that this fiilng become effective: /X/ Immediately upon filing pursuant to paragraph (b). / / On (date) pursuant to paragraph (b). / / 60 days after filing pursuant to paragraph (a). / / On (date) pursuant to paragraph (a)(1). / / 75 days after filing pursuant to paragraph (a)(2). / / On (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: / / This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, the Registrant has registered an indefinite number of shares, par value $0.01 per share, under the Securities Act of 1933. The Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, for the Registrant's most recent fiscal year ended December 31, 1995 was filed with the Securities and Exchange Commission on February 29, 1996. The Index to Exhibits is located at page 5. The Registrant's Prospectus (Part A of Form N-1A) and the Statement of Additional Information (Part B of Form N-1A) are incorporated by reference to Post-Effective Amendment No. 10 to the Registrant's Registration Statement as electronically filed with the Securities and Exchange Commission on April 30, 1996. THE OMNI INVESTMENT FUND PART C. OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: Included in Part A of the Registration Statement: - Financial Highlights. ** Incorporated by reference in the Statement of Additional Information of the: - Portfolio of Investments as of December 31, 1995. *** - Statement of Assets and Liabilities as of December 31, 1995. *** - Statement of Operations for the year ended December 31, 1995. *** - Statement of Changes in Net Assets for the years ended December 31, 1995 and 1994. *** - Report of Independent Auditors. *** - Financial Highlights. *** Schedule I has been omitted as the required information is presented in the portfolio of investments at December 31, 1995. Schedules II, III, IV, V, VI and VII are omitted as the required information is not present. (b) Exhibits: ** (1) Declaration of Trust. ** (2) Bylaws. (3) Inapplicable. (4) Inapplicable. [Note: The Registrant will not issue any share certificates; rather, each shareholder's share ownership will be reflected in his or its account on the books of the Registrant.] ** (5) Investment Advisory Agreement. (6) Inapplicable. (7) Inapplicable. ** (8) Restated and Amended Custodian Agreement. * (9) (a) Transfer Agency Agreement. * (b) Retirement Plan Custodial Services Agreement. * (c) Retirement Plan Custodial Services Confirmation. ** (10) Opinion and consent of counsel as to the legality of the securities being registered. ** (11) Consent of independent auditors. (12) Inapplicable. ** (13) Subscription Agreements of purchasers from initial private offering. * (14) (a) Individual Retirement Custodial Account (Form 5305-A) and Instructions thereto. * (b) Simplified Employee Pension - Individual Retirement Accounts Contribution Agreement (Form 5305-SEP). * (c) Salary Reduction and other Elective Simplified Employee- Individual Retirement Accounts Contribution Agreement (5305A-SEP). * (d) IRA - Disclosure Statement. * (e) IRA - Account Application Form * (f) IRA - Transfer and Direct Rollover Request Form. (15) Inapplicable. ** (16) Performance quotation calculations. ** (17) Financial Data Schedule. (18) Inapplicable. * Filed herewith. * * Incorporated by referece to Post-Effective Amendment No. 10 to the Registrant's Registration Statement as electonically filed by the Registrant with the Securities and Exchange Commission on April 30, 1996. * * * Incorporated by reference to Annual Report as electronically filed with the Securities and Exchange Commission by the Registrant on February 29, 1996. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. As of the date of this Registration Statement, no person is controlled by or under common control with the Registrant. ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF SEPTEMBER 30, 1996). (1) (2) NUMBER OF TITLE OF CLASS SHAREHOLDERS Shares of Beneficial Interest of The Omni Investment Fund 1370 ITEM 27. INDEMNIFICATION. Except for the Declaration of Trust, dated April 19, 1990, establishing the Registrant as a Massachusetts business trust, there is no contract, arrangement or statute under which any trustee, officer or affiliated person of the Registrant is insured or indemnified. Article XII of the Declaration of Trust provides for indemnification of officers and trustees of the Trust against liabilities and expenses of litigation incurred by them in connection with any claim, action, suit or proceeding (or settlement of the same) in which they become involved by virtue of their office, unless their conduct is determined to constitute willful misfeasance, bad faith, gross negligence or reckless disregard of their duties or unless it has been determined that they have not acted in good faith in the reasonable belief that their actions were in or not opposed to the best interests of the Registrant. See the Registrant's undertaking with respect to indemnification in Item 32 below. ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER. The business of Perkins, Wolf, McDonnell & Company ("PWM") is summarized under the "Management of Fund" in the Prospectus constituting Part A of the Post-Effective Amendment No. 10 to the Fund's Registration Statement as electronically filed with the Securities and Exchange Commission by the Registrant on April 30, 1996, which summary is incorporated herein by reference. The business or other connections of each director and officer of PWM is currently listed in the investment adviser registration on Form ADV for Perkins, Wolf, McDonnell & Company (SEC File No. 801-19974) and is incorporated herein by reference. ITEM 29. PRINCIPAL UNDERWRITER. Inapplicable. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS. The accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained at the offices of the Registrant, 53 West Jackson Boulevard, Suite 818, Chicago, Illinois 60604. Records relating to the duties of the Registrant's custodian and transfer agent are also maintained by the Registrant. ITEM 31. MANAGEMENT SERVICES. Inapplicable. ITEM 32. UNDERTAKINGS. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The Registrant will furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 11 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and the State of Illinois, on the 6th day of November, 1996. THE OMNI INVESTMENT FUND /s/ Robert H. Perkins By: Robert H. Perkins President Pursuant to the requirements of the Securities Act of 1933, this Post- effective Amendment No. 11 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated: SIGNATURES TITLE DATE President (Principal Executive Officer) /s/ Robert H. Perkins and Trustee November 1, 1996 Treasurer (Principal Financial and Accounting Officer) /s/ Gregory E. Wolf and Trustee November 1, 1996 /s/ Burt W. Engelberg Trustee November 1, 1996 THE OMNI INVESTMENT FUND Index to Exhibits in Registration Statement NO. Exhibit 9 (a) Transfer Agency Agreement (b) Retirement Plan Custodial Services Agreement (c) Retirement Plan Custodial Services Confirmation 14 (a) Individual Retirement Custodial Account (Form 5305-A) and Instructions thereto (b) Simplified Employee Pension - Individual Retirement Accounts Contribution Agreement (Form 5305-SEP). (c) Salary Reduction and Other Elective Simplified Employee- Individual Retirement Accounts Contribution Agreement (d) IRA - Disclosure Statement (e) IRA - Account Application Form (f) IRA - Transfer and Direct Rollover Request Form EX-9.A 2 TRANSFER AGENCY AGREEMENT AGENCY AGREEMENT THIS AGREEMENT made the 3rd day of July, 1996, by and between THE OMNI INVESTMENT FUND, a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 53 West Jackson Boulevard, Suite 818, Chicago, Illinois 60604 (the "Trust"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 1055 Broadway, Kansas City, Missouri 64105 ("DST"): WITNESSETH: WHEREAS, the Trust desires to appoint DST as Transfer Agent and Dividend Disbursing Agent, and DST desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. DOCUMENTS TO BE FILED WITH APPOINTMENT. In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Trust, there will be filed with DST the following documents: A. A certified copy of the resolutions of the Board of Trustees of the Trust appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign stock certificates, if any, and give written instructions and requests on behalf of the Trust; B. A certified copy of the Agreement and Declaration of Trust of the Trust and all amendments thereto; C. A certified copy of the Bylaws of the Trust; D. Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission; E. Specimens of the signatures of the officers of the Trust authorized to sign stock certificates and individuals authorized to sign written instructions and requests; F. An opinion of counsel for the Trust with respect to: (1) The Trust's organization and existence under the laws of its state of organization, (2) The status of all shares of stock of the Trust covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute, and (3) That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. 2. CERTAIN REPRESENTATIONS AND WARRANTIES OF DST. DST represents and warrants to the Trust that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware. B. It is duly qualified to carry on its business in the State of Missouri. C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and warrants to DST that: A. It is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. B. It is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended. C. A registration statement under the Securities Act of 1933 has been filed and will be effective with respect to all shares of the Trust being offered for sale. D. All requisite steps have been and will continue to be taken to register the Trust's shares for sale in all applicable states and such registration will be effective at all times shares are offered for sale in such state. E. The Trust is empowered under applicable laws and by its Agreement and Declaration of Trust and Bylaws to enter into and perform this Agreement. 4. SCOPE OF APPOINTMENT. A. Subject to the conditions set forth in this Agreement, the Trust hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the Trust's Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Trust's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any. C. The Trust agrees to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account records. DST shall have no responsibility or liability for the contents of shareholder account records not received by DST, nor for Adverse Consequences, as hereinafter defined, directly or indirectly arising out of or resulting from or contributed to by the absence of such records. D. DST, utilizing TA2000 (TRADEMARK), DST's computerized data processing system for securityholder accounting (the "TA2000 (TRADEMARK) System"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: issuing (including countersigning), transferring and canceling share certificates; maintaining all shareholder accounts; providing transaction journals; preparing shareholder meeting lists, mailing proxies and proxy materials, receiving and tabulating proxies, certifying the shareholder votes of the Trust; mailing shareholder reports and prospectuses; withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042 and 1042S and performing and paying backup withholding as required for all shareholders; preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other confirmable transactions in shareholders' accounts; recording reinvestment of dividends and distributions in shares of the Trust; providing or making available on-line daily and monthly reports as provided by the TA2000 (TRADEMARK) System and as requested by the Trust or its management company; maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Trust shares, calculating the appropriate sales charge with respect to each purchase of the Trust shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to DST by the Trust's principal underwriter or distributor (hereinafter "principal underwriter") from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the Trust's instructions; and processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by the Trust or its agents), and causing exchanges of shares to be executed in accordance with the Trust's instructions and prospectus and the general exchange privilege application. E. At the request of Trust, DST shall use reasonable efforts to provide the services set forth in Section 4.D. other than through DST's usual methods of and procedures to utilize the TA2000 (TRADEMARK) System, that is by using methods and procedures other than those usually employed by DST to perform services requiring more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 (TRADEMARK) System, or which provides information to DST after the commencement of the nightly processing cycle of the TA2000 (TRADEMARK) System, thereby decreasing the effective time for performance by DST (the "Exception Services"). F. The Trust shall have the right to add new series to the TA2000 (TRADEMARK) System upon at least thirty (30) days' prior written notice to DST provided that the requirements of the new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule. G. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust's instructions, prospectus or application as amended from time to time, for the Trust provided (i) DST is advised in advance by the Trust of any changes therein and (ii) the TA2000 (TRADEMARK) System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 (TRADEMARK) System or the operations as requested by the Trust requires an enhancement or modification to the TA2000 (TRADEMARK) System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 (TRADEMARK) System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. 5. LIMIT OF AUTHORITY. Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Trust, the appointment of DST as Transfer Agent will be construed to cover the full amount of authorized stock of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount. In case of such increase the Trust will file with DST: A. If the appointment of DST was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of DST; B. A certified copy of the amendment to the Agreement and Declaration of Trust of the Trust authorizing the increase of stock; C. A certified copy of the order or consent of each governmental or regulatory authority required by law to consent to the issuance of the increased stock, and an opinion of counsel that the order or consent of no other governmental or regulatory authority is required; D. Opinion of counsel for the Trust stating: (1) The status of the additional shares of stock of the Trust under the Securities Act of 1933, as amended, and any other applicable federal or state statute; and 2. That the additional shares are, or when issued will be, validly issued, fully paid and nonassessable. 6. COMPENSATION AND EXPENSES. A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in connection with the agency. Such compensation is set forth in a separate schedule agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. B. The Trust also agrees promptly to reimburse DST for all reasonable billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including Output Technologies SRI Group, Inc.), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust's request) and. magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Trust's request at the Trust's or a third party's premises, telecommunications equipment, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and National Securities Clearing Corporation ("NSCC") transaction fees to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the trust. C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefor by the Trust (the "Due Date"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, the Trust shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of that rate announced from time to time by State Street Bank and Trust Company as its "Prime Rate" plus three (3) percentage points times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by DST divided by 365. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust's default or prevent the non-defaulting party from exercising any other rights and remedies available to it. D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date. E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows: (1) In the first day of each new term, in accordance with the "Fee Increases" provision in Exhibit A; (2) DST may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder; (3) DST may charge for additional features of TA2000 (TRADEMARK) System used by the Trust which features are not consistent with the Trust's current processing requirements; and (4) In the event DST, at the Fund's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST's cost of performance. If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Trust's aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operation. If DST notifies the Trust of an increase in fees or charges under subparagraphs (3) and (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new Trust feature. 7. OPERATION OF DST SYSTEM. In connection with the performance of its services under this Agreement, DST is responsible for such items as: A. That entries in DST's and the Trust's records on the TA2000(TRADEMARK) System created by DST reflect the orders, instructions, and other information received by DST from broker-dealers, shareholders, the Trust, the Trust's principal underwriter, distributor, manager or investment adviser; B. That shareholder lists, shareholder account verifications, confirmations and other shareholder account information to be produced from its records or data be available and accurately reflect the data in the Trust's records on the TA2000 (TRADEMARK) System; C. The accurate and timely issuance of dividend and distribution checks in accordance with instructions and approvals received from the Trust and the data in the Trust's records on the TA2000 (TRADEMARK) System; D. That redemption transactions and payments be effected timely, under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by DST from dealers, shareholders, or representatives of the Trust or the Trust's principal underwriter, distributor, investment adviser or manager and the data in the Trust's records on the TA2000 (TRADEMARK) System; E. The deposit daily in the Trust's appropriate special bank account of all checks and payments received by DST from NSCC, broker-dealers or shareholders for investment in shares; F. Notwithstanding anything herein to the contrary, with respect to "as of" adjustments, DST will not assume one hundred percent (100 percent) responsibility for losses resulting from "as ofs" due to clerical errors or misinterpretations of shareholder instructions, but DST will discuss with the Trust DST's accepting liability for an "as of" on a case-by-case basis and may accept financial responsibility for a particular situation resulting in a financial loss to the Trust where DST in its discretion deems that to be appropriate; G. The requiring of proper forms of instructions, signatures and Signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, all in conformance with DST's present procedures as set forth in its Legal Manual, Third Party Check Procedures, Checkwriting Draft Procedures, and Signature Guarantee Procedures (collectively the "Procedures") with such changes or deviations therefrom as may be from time to time required or approved by the Trust, its investment adviser or principal underwriter, or its or DST's counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Procedures; H. The maintenance of customary records in connection with its agency, and particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any; and I. The maintenance of a current, duplicate set of the Trust's essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation. 8. INDEMNIFICATION. A. DST shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. DST shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the, absence of bad faith, willful misfeasance, knowing violations of applicable law pertaining to the manner in which transfer agency services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of DST-unaffiliated third parties), reckless disregard of the performance of its duties, or gross negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment or mistake of law made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided to the Trust and reviewed and approved by the Trust's counsel, as amended from time to time with approval of DST's counsel, or for any deviation therefrom approved by the Trust or DST counsel. B. DST shall not be responsible for, and the Trust shall indemnify and hold DST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability (the "Adverse Consequences") which may be asserted against DST or for which DST may be held to be liable, arising out of or attributable to: (1) All actions of DST required to be taken by DST pursuant to this Agreement, provided that DST has acted in good faith and with reasonable diligence; (2) The Trust's refusal or failure to comply with the terms of this Agreement, the Trust's negligence or willful. misconduct, or the breach of any representation or warranty of the Trust hereunder; (3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the Trust in writing (see Exhibit B) from time to time as authorized to give instructions on its behalf or persons reasonably believed by DST to be representatives of the Trust's investment adviser, sponsor, principal underwriter, distributor or manager or DST's good faith reliance on, or use of, information, data, records and documents received from, or which have been prepared and/or maintained by the Trust, its investment adviser, its sponsor, its principal underwriter, its distributor or its manager; (4) Defaults by dealers or shareowners with respect to payment for share orders previously entered; (5) The offer or sale of the Trust's shares in violation of any requirement under 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 state with respect to the offer or sale of such shares in such state (unless such violation results from DST's failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be input into the Trust's securityholder records in or to residents of such state); (6) The Trust's errors and mistakes in the use of the TA2000 (TRADEMARK) System, the data center, computer and related equipment used to access the TA2000 (TRADEMARK) System (the "DST Facilities"), and control procedures relating thereto in the verification of output and in the remote input of data; (7) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Trust's records, shareholder and other records, delivered to DST hereunder by the Trust or its prior agent(s); and (8) Actions or omissions to act by the Trust or agents set forth in Section 8.A.(3) or otherwise designated by the Trust with respect to duties assumed thereby as provided for in Section 21 hereof. (9) DST's performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence. C. Except where DST is entitled to indemnification under Section 8.B. hereof and with respect to "as ofs" set forth in Section 7.F., DST shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to DST's failure to comply with the terms of, failure to perform or to fulfill in accordance with the standard of care set forth in Section 8.A. hereof, DST's duties and obligations under, or material breach of any representation or warranty of DST under, this Agreement. D. EXCEPT FOR VIOLATIONS OF SECTION 23, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF. E. Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent, with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party's sole expense. Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification therefor. 9. CERTAIN COVENANTS OF DST AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Trust's shares for sale in all states in which the Trust's shares shall at the time be offered for sale and require registration. If at any time the Trust will receive notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Trust's shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Trust's shares, the Trust will give prompt notice thereof to DST. B. DST hereby agrees to perform such transfer agency functions as are set forth in Sections 4.D. and 4.E. of this Agreement and to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of check forms, and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices, and to carry such insurance as it considers adequate and reasonably available. C. To the extent required by Section 31 of the Investment Company Act of 1940 as amended and Rules thereunder, DST agrees that all records maintained by DST relating to the services to be performed by DST under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. DST agrees to furnish the Trust annual reports of its financial condition, consisting of a balance sheet, earnings statement and any other publicly available financial information reasonably requested by the Trust. The annual financial statements will be certified by DST's certified public accountants. E. DST represents and agrees that it will use reasonable efforts to keep current on the trends of the investment company industry relating to shareholder services and to continue to modernize and improve. F. DST will permit the Trust and its authorized representatives to make periodic inspections of its operations as such would involve the Trust at reasonable times during business hours. G. DST agrees to use its best efforts to provide in Kansas City at the Trust's expense two (2) man weeks of training for the Trust's personnel in connection with use and operation of the TA2000 (TRADEMARK) System. All travel and reimbursable expenses incurred by the Trust's personnel in connection with and during training at DST's Facility shall be borne by the Trust. At the Trust's option and expense, DST also agrees to provide an additional two (2) man weeks of training at the Trust's facility for the Trust's personnel in connection with the conversion to the TA2000 (TRADEMARK) System. Reasonable travel, per them and reimbursable expenses incurred by DST personnel in connection with and during training at the Trust's facility or in connection with the conversion shall be borne by the Trust. 10. RECAPITALIZATION OR READJUSTMENT. In case of any recapitalization, readjustment or other change in the capital structure of the Trust requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving: A. Written instructions from an officer of the Trust; B. Certified copy of the amendment to the Agreement and Declaration of Trust or other document effecting the change; C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required; D. Specimens of the new certificates in the form approved by the Board of Trustees of the Trust, with a certificate of the Clerk of the Trust as to such approval; E. Opinion of counsel for the Trust stating: (1) The status of the shares of stock of the Trust in the new form under the Securities Act of 1933, as amended and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. 11. STOCK CERTIFICATES. THE TRUST WILL NOT ISSUE STOCK CERTIFICATES. 12. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER. The Trust will file promptly with DST written notice of any change in the officers authorized to sign stock certificates, written instructions or requests, together with two signature cards bearing the specimen signature of each newly authorized officer. In case any officer of the Trust who will have signed manually or whose facsimile signature will have been affixed to blank stock certificates will die, resign, or be removed prior to the issuance of such certificates, DST may issue or register such stock certificates as the stock certificates of the Trust notwithstanding such death, resignation, or removal, until specifically directed to the contrary by the Trust in writing. In the absence of such direction, the Trust will file promptly with DST such approval, adoption, or ratification as may be required by law. 13. FUTURE AMENDMENTS OF CHARTER AND BYLAWS. The Trust will promptly file with DST copies of all material amendments to its Agreement and Declaration of Trust or Bylaws made after the date of this Agreement. 14. INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES. At any time DST may apply to any person authorized by the Trust to give instructions to DST, and may with the approval of a Trust officer consult with legal counsel for the Trust or its own legal counsel at the expense of the Trust, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar. 15. FORCE MAJEURE AND DISASTER RECOVERY PLANS. A. DST shall not be responsible or liable for its failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction or any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, -terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection; or any other cause, contingency, circumstance or delay not subject to DST's reasonable control which prevents or hinders DST's performance hereunder. B. DST currently maintains an agreement with a third party whereby DST is to be permitted to use on a "shared use" basis a "hot site" (the "Recovery Facility") maintained by such party in event of a disaster rendering the DST Facilities inoperable. DST has developed and is continually revising a business contingency plan (the "Business Contingency Plan") detailing which, how, when, and by whom data maintained by DST at the DST Facilities will be installed and operated at the Recovery Facility. Provided the Trust is paying its pro rata portion of the charge therefor, DST would, in event of a disaster rendering the DST Facilities inoperable, use reasonable efforts to convert the TA2000 (TRADEMARK) System containing the designated the Trust data to the computers at the Recovery Facility in accordance with the then current Business Contingency Plan. C. DST also currently maintains, separate from the area in which the operations which provides the services to the Trust hereunder are located, a Crisis Management Center consisting of phones, computers and the other equipment necessary to operate a full service transfer agency business in the event one of its operations areas is rendered inoperable. No guarantee can or is being made that such Crisis Management Center includes enough equipment to fully support all DST full service transfer agency activities. The transfer of operations to other operating areas or to the Crisis Management Center is also covered in DST's Business Contingency Plan. 16. CERTIFICATION OF DOCUMENTS. The required copy of the Agreement and Declaration of Trust of the Trust and copies of all amendments thereto will be certified by the Secretary of State (or other appropriate official) of the State of Incorporation, and if such Agreement and Declaration of Trust and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST. A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the stock will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The copy of the Bylaws and copies of all amendments thereto, and copies of resolutions of the Board of Trustees of the Trust, will be certified by the Clerk or an Assistant Clerk of the Trust under the Trust's seal. 17. RECORDS. DST will maintain customary records in connection with its agency, and particularly will maintain those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any. 18. DISPOSITION OF BOOKS AND RECORDS. DST may send periodically to the Trust, or to where designated by the Clerk or an Assistant Clerk of the Trust, all books, documents, and records no longer deemed needed for current purposes, upon the understanding that such books, documents and records will be maintained by the Trust under and in accordance with the requirements of Section 17Ad-7 adopted under the Securities Exchange Act of 1934. Such materials will not be destroyed by the Trust without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference. 19. PROVISIONS RELATING TO DST AS TRANSFER AGENT. A. DST will make original issues of stock certificates upon written request of an officer of the Trust and upon being furnished with a certified copy of a resolution of the Board of Trustees authorizing such original issue, an opinion of counsel as outlined in subparagraphs LD. and G. of this Agreement, any documents required by Sections 5. or 10. of this Agreement, and necessary Trusts for the payment of any original issue tax. B. Before making any original issue of certificates the Trust will furnish DST with sufficient funds to pay all required taxes on the original issue of the stock, if any. The Trust will furnish DST such evidence as may be required by DST to show the actual value of the stock. If no taxes are payable DST will be furnished with an opinion of outside counsel to that effect. C. Registered ownership of shares of stock will be transferred and the registration of new unissued shares will be effectuated, or unissued shares of stock accepted for redemption and payment remitted therefor, or book entry transfer be effected, upon receipt by DST of instructions deemed by DST properly endorsed Tor transfer or redemption accompanied by such documents as DST may deem necessary to evidence the authority of the person making the transfer or redemption. DST reserves the right to refuse to transfer or redeem shares until it is satisfied that the endorsement or signature on the certificate or any other document is valid and genuine, and for that purpose it may require a guaranty of signature in accordance with the Signature Guarantee Procedures. DST also 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 will incur no liability for the refusal in good faith to make transfers or redemptions which, in its judgment, are improper or unauthorized. DST may, in effecting transfers or redemptions, rely upon Simplification Acts or other statutes which protect it and the Trust in not requiring complete fiduciary documentation. In cases in which DST is not directed or otherwise required to maintain the consolidated records of shareholder's accounts, DST will not be liable for any loss which may arise by reason of not having such records. D. DST will issue and mail subscription warrants, exchanges or split ups, or act as Conversion Agent upon receiving written instructions from any officer of the Trust and such other documents as DST deems necessary. E. DST will supply a shareholder's list to the Trust for its annual meeting upon receiving a request from an officer of the Trust. It will also, at the expense of the Trust, supply lists at such other times as may be requested by an officer of the Trust. F. Upon receipt of written instructions of an officer of the Trust, DST will, at the expense of the Trust, address and mail notices to shareholders. G. In case of any request or demand for the inspection of the stock books of the Trust or any other books in the possession of DST, DST will endeavor to notify the Trust and to secure instructions as to permitting or refusing such inspection. DST reserves the right, however, to exhibit the stock books or other books to any person in case it is advised by its counsel that it may be held responsible for the failure to exhibit the stock books or other books to such person. 20. PROVISIONS RELATING TO DIVIDEND DISBURSING AGENCY. A. DST will, at the expense of the Trust, provide a special form of check containing the imprint of any device or other matter desired by the Trust. Said checks must, however, be of a form and size convenient for use by DST. B. If the Trust desires to include additional printed matter, financial statements, etc., with the dividend checks, the same will be furnished DST within a reasonable time prior to the date of mailing of the dividend checks, at the expense of the Trust. C. If the Trust desires its distributions mailed in any special form of envelopes, sufficient supply of the same will be furnished to DST but the size and form of said envelopes will be subject to the approval of DST. If stamped envelopes are used, they must be furnished by the Trust; or if postage stamps are to be affixed to the envelopes, the stamps or the cash necessary for such stamps must be furnished by the Trust. D. DST shall establish and maintain on behalf of the Trust one or more deposit accounts as Agent for the Trust, into which DST shall deposit the funds DST receives for payment of dividends, distributions, redemptions or other disbursements provided for hereunder and to draw checks against such accounts. E. DST is authorized and directed to stop payment of checks theretofore issued hereunder, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise beyond their control, and cannot be produced by them for presentation and collection, and, to issue and deliver duplicate checks in replacement thereof. 21. ASSUMPTION OF DUTIES BY THE TRUST OR AGENTS DESIGNATED BY THE TRUST. A. The Trust or its designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in Section 4.D. of this Agreement including but not limited to answering and responding to telephone inquiries from shareholders and brokers, accepting shareholder and broker instructions (either or both oral and written) and transmitting orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of shareholders and shareholder accounts under applicable tax law, establishing shareholder accounts on the TA2000 (TRADEMARK) System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Trust, said assumption to be embodied in writing to be signed by both parties. B. To the extent the Trust or its agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and. is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 8 hereof. C. Initially the Trust or its designees shall be responsible for answering and responding to phone calls from shareholders and broker-dealers, including without limitation forwarding "transaction-related" calls to DST via speed-dialing or any other mutually satisfactory means. 22. TERMINATION OF AGREEMENT. A. This Agreement shall be in effect for an initial period of five (5) years and thereafter may be terminated by either party upon receipt of one (1) year's written notice from the other party, provided, however, that the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. B. Each party, in addition to any other rights and remedies, shall have the right to terminate this Agreement forthwith upon the occurrence at any time of any of the following events with respect to the other party: (1) The bankruptcy of the other party or its assigns or the appointment of a receiver for the other party or its assigns; (2) Failure by the other party or its assigns to perform its duties in accordance with the Agreement, which failure materially adversely affects the business operations of the first party and which failure continues for thirty (30) days after receipt of written notice from the first party. C. In the event of termination, the Trust will promptly pay DST all amounts due to DST hereunder. In addition, if this Agreement is terminated by the Trust for any reason other than those set forth in Sections 22.B. hereof, then the Trust shall pay to DST a termination fee equal to the lesser of (i) the aggregate of the fees charged to the Trust during the previous six (6) calendar months preceding receipt of the notice or (ii) the average monthly fee over the preceding six (6) months times the number of months remaining in the then current term after termination. If the Trust shall not have been billed for six (6) months before termination, the average monthly fee shall be calculated by dividing the aggregate fees charged to the Trust during whatever period it was billed by the number of months in that period and that average monthly fee shall be multiplied by six (6) in order to determine the aggregate fees in subparagraph 22.C.(i). In any event, the effective date of any deconversion as a result of termination hereof shall not occur during the period from December 15th through March 30th of any year to avoid adversely impacting year end. D. In the event of termination, DST will use reasonable efforts to transfer the records of the Trust to the designated successor transfer agent, to provide reasonable assistance to the Trust and its designated successor transfer agent, and to provide other information relating to its services provided hereunder (subject to the recompense of DST for such assistance at its standard rates and fees for personnel then in effect at that time); provided, however, as used herein "reasonable assistance" and "other information" shall not include assisting any new service or system provider to modify, alter, enhance, or improve its system or to improve, enhance, or alter its current system, or to provide any new, functionality or to require DST to disclose any DST Confidential Information, as hereinafter defined, or any information which is otherwise confidential to DST. 23 CONFIDENTIALITY. A. DST agrees that, except as provided in the last sentence of Section 19.J. hereof, or as otherwise required by law, DST will keep confidential all records of and information in its possession relating to the Trust or its shareholders or shareholder accounts ("Trust Confidential Information") and will not disclose the same to any person except at the request or with the consent of the Trust or, with respect to information pertaining to securityholder accounts, pursuant to subpoena. B. The Trust agrees to keep confidential all financial statements and other financial records (other than statements and records relating solely to the Trust's business dealings with DST) and all manuals, systems and other technical information and data, not publicly disclosed, relating to DST's operations and programs furnished to it by DST pursuant to this Agreement and will not disclose the same to any person except at the request or with the consent of DST. C. (1) The Trust acknowledges that DST has proprietary rights in and to the TA2000 (TRADEMARK) System used to perform services hereunder including, but not limited to the maintenance of shareholder accounts and records, processing of related information and generation of output, including, without limitation any changes or modifications of the TA2000 (TRADEMARK) System and any other DST programs, data bases, supporting documentation, or procedures (collectively "DST Confidential Information") which the Trust's access to the TA2000 (TRADEMARK) System or computer hardware or software may permit the Trust or its employees or agents to become aware of or to access and that the DST Confidential Information constitutes confidential material and trade secrets of DST. The Trust agrees to maintain the confidentiality of the DST Confidential Information. (2) DST and the Trust each acknowledges that any unauthorized use, misuse, disclosure or taking of Confidential Information of the other which is confidential as provided by law, or which is a trade secret, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable state law. DST and the Trust each will advise all of its employees and agents who have access to any Confidential Information of the other or to any computer equipment capable of accessing DST or DST hardware or software of the foregoing. (3) DST and the Trust each acknowledges that disclosure of the other's Confidential Information may give rise to an irreparable injury to the other inadequately compensable in damages. Accordingly, the party whose Confidential Information is being, has been or will be disclosed may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available, and DST and the Trust each consents, upon a proper showing that disclosure of Confidential Information of the other has occurred or is reasonably likely to occur in the future based on current conditions, to the obtaining of such injunctive relief. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years. 24. CHANGES AND MODIFICATIONS. A. During the term of this Agreement DST will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 (TRADEMARK) System in the normal course of its business and which are applicable to functions and features offered by the Trust, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay DST promptly for modifications and improvements which are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000 (TRADEMARK) System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and DST provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000 (TRADEMARK) System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. 25. SUBCONTRACTORS. Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne delivery services, the U.S. mails and telecommunication companies, provided, if DST selected such company, DST shall have exercised due care in selecting the same. 26. LIMITATIONS ON LIABILITY. A. If the Trust is comprised of more than one Portfolio, Fund or Series (each a "Portfolio") each Portfolio shall be regarded for all purposes hereunder as a separate party apart from each other Portfolio. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference herein to the Trust shall be deemed to relate solely to the particular Portfolio to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Portfolio constitute a right, obligation or remedy applicable to any other Portfolio. The use of this single document to memorialize the separate agreement of each Portfolio is understood to be for clerical convenience only and shall not constitute any basis for joining the Portfolios for any reason. B. Notice is hereby given that a copy of the Trust's Agreement and Declaration of Trust and all amendments thereto is on file with the Secretary of State of the state of its organization; that this Agreement has been executed on behalf of the Trust by the undersigned duly authorized representative of the Trust in his/her capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer or shareholder of the Trust individually. 27. MISCELLANEOUS. A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of Missouri, excluding that body of law applicable to choice of law. B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. E. The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. F. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain The particular part, term or provision held to be illegal or invalid. H. Except as otherwise provided in Section 27.N. of this Agreement, this Agreement may not be assigned by either DST or the Trust without the prior written consent of the other party. I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Trust and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Trust. This Agreement is between DST and the Trust and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto. J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder. K. The failure of either party to insist, upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such tern-is, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. L. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties. M. All notices, consents and other communications to be given hereunder shall be in writing and deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows: If to DST: DST Systems, Inc. 1055 Broadway, 7th Floor Kansas City, Missouri 64105 Attention: Senior Vice President-Full Service Facsimile No.: (816) 435-3455 With a copy of non-operational notices to: DST Systems, Inc. 1055 Broadway, 9th Floor Kansas City, Missouri 64105 Attention: Legal Department Facsimile No.: (816) 435-8630 If to the Trust: The Omni Investment Fund 53 West Jackson Boulevard, Suite 818 Chicago, Illinois 60604 Attention: Gregory E. Wolf Facsimile No.: (312) 922-0418 or to such other address as shall have been specified in writing by the party to whom such notice is to be given. N. This Agreement may be assigned by DST to Investors Fiduciary Trust Company ("IFTC"), a wholly-owned subsidiary of State Street Bank and Trust Company, by providing to the Trust a written notice of assignment including IFTC's written acceptance of all of DST's rights and obligations under this Agreement. In event of such assignment, "DST Systems, Inc." and "DST" wherever they appear- in the Agreement shall be deemed, and it shall be as if they were, deleted and replaced by "Investors Fiduciary Trust Company" and "IFTC," respectively. Notwithstanding anything herein to the contrary, the Trust acknowledges that, in the event of the foregoing, IFTC shall be entitled to, and will, subcontract certain of IFTC's obligations hereunder to DST and that the Trust's indemnifications hereunder of IFTC shall extend to and include DST. 0. The representations and warranties contained herein shall survive the execution of this Agreement. The representations and warranties contained herein and the provisions of Section 8 hereof shall survive the termination of the Agreement and the performance of services hereunder until any statute of limitations applicable to the matter at issues shall have expired. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. DST SYSTEMS, INC. By: Kenneth V. Hager Title:Vice President and Chief Financial Officer THE OMNI INVESTMENT FUND By: Gregory E. Wolf Title:Treasurer EXHIBIT A FEE SCHEDULE, p.1 DST SYSTEMS, INC. OMNI FUND TRANSFER AGENCY FEE SCHEDULE MARCH 7, 1996 A. ACCOUNT FEES -FN1 OPEN ACCOUNTS: February 1, 1996 through January 31, 1997: $15.05 per account per year February 1, 1997 through January 31, 1998: $15.65 per account per year CLOSED ACCOUNTS: February 1, 1996 through January 31, 1997: $3.00 per account per year February 1, 1997 through January 31, 1998: $3.05 per account per year B. DST PROCESSED TRANSACTION FEES NEW ACCOUNT SET UP (OVER 15 PERCENT ANNUAL GROWTH): Manual: February 1, 1996 through January 31, 1997: $2.50 February 1, 1997 through January 31, 1998: $2.75 Automated/Uploaded New Account Set Up (Useable): $1.75 NSCC New Account Set Up: $1.50 SHAREHOLDER/BROKER DEALER CALLS (INBOUND/OUTBOUND): Calls Answered Within 20 Seconds Standard: February 1, 1996 through January 31, 1997: $1.75 February 1, 1997 through January 31, 1998: $2.00 - ---------------------------------------------------------------------------- FN1 - The foregoing account fees are subject to an annual minimum of $33,000.00 in fees across the entire complex. Thus, if Berger Associates, Inc. becomes the principal investment adviser to the Fund, the minimum shall not apply at any time the total account fees from the Berger complex exceeds $33,000.00. EXHIBIT A FEE SCHEDULE, p. 2 Calls Not Answered Within 20 Second Standard: February 1, 1996 through January 31, 1997: $1.50 February 1, 1997 through January 31, 1998: $1.75 Confirmed Orders/Wire Orders/Omnibus Account Transactions: February 1, 1996 through January 31, 1997: $2.80 February 1, 1997 through January 31, 1998: $2.90 Audio Response: February 1, 1996 through January 31, 1997: $.20/call February 1, 1997 through January 31, 1998: $.22/call C. SHAREOWNER CHARGES Fiduciary Trustee Fees: IRAs/SEPs: $12.00 per account per year Qualified Plans: $25.00 per social security number per plan D. OPTIONAL SERVICES Automated Financial Intermediary Interface (Schwab) - (Note: To be negotiated for additional interfaces): $600 per month Asset Allocation: $2.40 per nucleus account per year Asset Reallocation: $.25 per nucleus account per cycle Contingent Deferred Sales Charge/Sharelot Accounting: $1.85 per account per year 12b-1 Processing: $ .15 per open and closed account per cycle State Withholding: $2.00 per applicable account per year Fulfillment Calls: $2.35 *Sales and Management Information Information System (SAMIS): Mainframe Hardcopy Reporting: $250 per month per applicable portfolio PC Based Remote SAMIS: $1,500 per month for the relationship Investor Facility: $2.40 per master account with multiple linked accounts per year * Subject to change with 60 days prior notice. PAGE EXHIBIT A FEE SCHEDULE, p.3 Average Cost System: $5,000 per year of history converted $.25 per account per year *Mainframe Programming: Dedicated Programming: Mainframe Programmer: $98,000 per year Client Services Technical Support: $62,000 per year IWS/AWD Programming: $125,000 per year On Request: Mainframe Programmer: $75 per hour Client Services Technical Support: $55 per hour IWS/AWD Programming: $100 per hour *Business Analysis: Senior Staff Support: $55 per hour Staff Support: $35 per hour Clerical Support: $28 per hour Escheatment Costs: As Incurred NOTES TO THE ABOVE FEE SCHEDULE FEE INCREASES The fees and charges set forth in this Exhibit A shall increase annually upon each February 1st, commencing with the fees to be charged effective February 1, 1998, over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Consumer Price Index in the Kansas City, Missouri-Kansas Metropolitan Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Bureau of Labor Statistics for the 12 calendar months immediately preceding such anniversary. In the event that this Agreement was not signed as of the first day of the month, the fees and charges increase shall be effective as of the first day of the month immediately following the month during which the anniversary occurred. OPEN AND CLOSED ACCOUNTS FEES The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined. The "Purge Date" for any year shall be any day after June 1st of that year, as selected by the Trust, provided that written notification is presented to DST at least forty-five (45) days prior to the Purge Date. * Subject to change with 60 days prior notice. EXHIBIT A FEE SCHEDULE, p. 4 REIMBURSABLE EXPENSES Forms Postage (to be paid in advance if so requested) Outside Mailing Services Computer Hardware Telecommunications Equipment Magnetic Tapes, Reels or Cartridges Magnetic Tape Handling Charges Microfiche/Microfilm Freight Charges Proxy Processing - per proxy mailed, not including postage - includes: Proxy Card Printing Outgoing Envelope Return Envelope Tabulation T.I.N. Certification (W-8 & W-9) - (Postage associated with return envelope is included) N.S.C.C. Communications Charge (Trust/Serv and Networking): Currently $1,200.00 per Trust per Year Off-site Record Storage: Second-Site Disaster Currently $.07 (Guaranteed Not to Backup Fee (Per Account) Exceed $.11 Through 12/31/97) Transmission of Statement Data for Remote Processing: Currently $.035 per record Travel, Per Diem and Other Re-Billable Expenses Incurred by DST Personnel Traveling to, at and from the Trust at the Request of the Trust: EXHIBIT B AUTHORIZED PERSONNEL Pursuant to Section 8.A. of the Agency Agreement between The Omni Investment Fund (the "Trust") and DST (the "Agreement"), the Trust authorizes the following Trust personnel to provide instructions to DST, and receive inquiries from DST in connection with the Agreement: NAME TITLE ________________________________________ _______________________________ ________________________________________ _______________________________ ________________________________________ _______________________________ ________________________________________ _______________________________ ________________________________________ _______________________________ ________________________________________ _______________________________ This Exhibit may be revised by the Trust by providing DST with a substitute Exhibit B. Any such substitute Exhibit B shall become effective twenty-four (24) hours after DST's receipt of the document and shall be incorporated into the Agreement. ACKNOWLEDGMENT OF RECEIPT: DST SYSTEMS, INC. THE OMNI INVESTMENT FUND By: By: Title: Title: Date: Date: EX-9.B 3 RETIREMENT PLAN CUSTODIAL SERVICES AGREEMENT RETIREMENT PLAN CUSTODIAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the 22nd day of July, 1996, by and between THE OMNI INVESTMENT FUND, a Massachusetts business trust ("Company"), and INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company ("IFTC"). WHEREAS, Company desires to name a custodial trustee without discretionary trust powers and/or a custodian (in either or both capacities a "Custodian") for individual retirement accounts, simplified employee pension plans, 403(b)(7) custodial accounts and defined contribution retirement plans (whether or not "qualified" under the Internal Revenue Code of 1986 ("Code") and whether or not subject to the Employee Retirement Income Security Act of 1974 ("ERISA")) (all such accounts and plans are herein referred to collectively as "Plans") which Company sponsors, or may hereafter sponsor, for participants to invest solely in shares of the Company (the "Fund"); and WHEREAS, IFTC is willing to serve as Custodian with respect to Plans approved by IFTC, but only on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. IFTC shall serve as Custodian for Plans sponsored by the Company which IFTC approves as hereinafter provided. Company and IFTC agree to evidence their agreement for IFTC to act as such with respect to each Plan approved by IFTC by executing a Retirement Plan Custodial Services Confirmation substantially in the form attached hereto as Exhibit A ("Confirmation"), and each party agrees to execute such further documents evidencing such agreement as may be reasonably requested by either party from time to time. As to each Plan, the "Effective Date" for purposes hereof shall be the date specified as such in the Confirmation for such Plan. IFTC certifies that it is qualified to act as Custodian for the Plans under the requirements of the Code. 2. No Plan shall provide for IFTC to serve as Custodian for any assets whatsoever other than shares of the Funds. In no event shall any Plan provide for IFTC (i) to have or exercise any discretionary authority or discretionary control whatsoever respecting management of the Plan or any authority or control respecting management or disposition of any assets of the Plan; (ii) to render or have authority or responsibility to render investment advice with respect to any moneys or other property of any Plan; or (iii) to have or exercise any discretionary authority or discretionary responsibility in the administration of any Plan. No Plan shall provide for IFTC to be, and in no event shall IFTC be deemed to be, a "fiduciary" as defined in ERISA. 3. IFTC shall serve as Custodian with respect to shares of each Fund only during such period of time as such Fund maintains its shareholder accounts and records on the computerized mutual fund record keeping system of DST Systems, Inc. (the "System"). IFTC shall at all times have full access to and use of all accounts and records relating to accounts on which IFTC is named custodian or trustee and which are maintained on the System for purposes of performing its duties and obligations as such custodian or trustee. In addition, IFTC, its auditors and accountants, and to the extent required by law its regulatory authorities, shall have full access at all times to all such accounts and records for purposes of audit, examination, and testing and verifying compliance with the terms of the Plans and any other applicable governing documents, all applicable requirements of law and all applicable accounting standards. Company hereby irrevocably authorizes and instructs DST Systems, Inc. to provide such access to IFTC and to permit IFTC to make use of such accounts and records upon demand. The Company irrevocably acknowledges and agrees that IFTC may appoint agents and subcontractors with respect to servicing such accounts. The provisions of this paragraph shall continue after the termination of the System and other services provided by DST Systems, Inc. to the Fund for so long as such access to and use of such accounts and records may be reasonably required by IFTC. Further, Company shall deliver to IFTC a Consent and Authorization from each Fund substantially in the form attached hereto as Exhibit B. IFTC's agreement to serve as Custodian hereunder shall not be effective as to any Fund until IFTC has received such Consent and Authorization executed by such Fund. 4. Company shall submit to IFTC for approval all Plans for which Company wishes for IFTC to serve as Custodian, including any and all related application forms, adoption agreements, transfer request forms, disclosure statements, Plan loan-related documents, beneficiary designation forms and any other Plan-related documents ("Plan Documents"), and any and all amendments, modifications and supplements thereto which Company may propose to use from time to time. IFTC shall not become the Custodian of any Plan unless and until it has approved the applicable Plan Documents in writing as evidenced by its execution of the Confirmation referencing the same, and IFTC shall not be deemed to have accepted and agreed to any subsequent amendment, modification or supplement to any Plan Document unless and until it has approved the same in writing. IFTC's review and approval of all Plan Documents and any and all amendments, modifications and supplements thereto is solely for IFTC's benefit, and Company shall bear full responsibility for the form and content thereof and compliance with all applicable laws, rules and regulations, as amended from time to time. Company shall be responsible for acquiring, at Company's sole expense, Internal Revenue Service determination letters ("IRS Letters") with respect to all Plans for which such determination letters are required by the Code and shall promptly provide IFTC copies thereof. 5. Company shall be solely responsible for all costs and expenses (i) of preparing, printing and distributing all Plan Documents and amendments, modifications and supplements thereto, including but not limited to costs and expenses necessary in order to comply with new or amended laws, rules and regulations, or (ii) related to or arising from any merger, reorganization, dissolution, termination or other organizational change involving any Plan, any Fund or Company. 6. With respect to all existing and future Plans (if any) with enrolled participants prior to the Effective Date of such Plans (including but not limited to Plans associated with any investment companies hereafter acquired): (i) Company, at its sole expense, shall in a timely manner obtain the removal or resignation of any prior trustee or custodian, modify and amend Plan Documents as necessary to name IFTC as Custodian and give all notices, obtain all approvals and take such other steps as may be required in connection therewith under the Plan Documents and applicable laws, rules and regulations. (ii) Except as provided in the next paragraph, Company, at its sole expense, shall cause to be prepared, mailed, distributed and filed all tax reports, information returns and other documents required by the Code with respect to Plan accounts ("Returns"), and shall cause to be withheld and paid all taxes relating to such accounts, with respect to that portion of the calendar year occurring prior to the Effective Date. (iii) Provided that IFTC consents to do so in writing, IFTC shall cause to be prepared, mailed, distributed and filed all Returns for the calendar year in which the Effective Date occurs; provided, however, that Company shall provide or cause to be provided to IFTC all necessary information with respect to the portion of such year prior to the Effective Date. IFTC shall be entitled to rely on the accuracy and completeness of such information with no duty to investigate or verify the same, and Company shall indemnify and hold harmless IFTC from and against, any and all losses, liabilities, claims, demands, actions, suits and expenses (including reasonable attorneys fees and penalties and other sums assessed by any federal, state or local governmental agency including the Internal Revenue Service and the United States Department of Labor ("Government Authority")) arising out of or resulting from any error, omission, inaccuracy or other deficiency therein. Company, at its sole expense, shall cause to be withheld and paid all taxes relating to such accounts with respect to that portion of the calendar year occurring prior to the Effective Date. (iv) If and to the extent necessary to permit performance of all duties and obligations of the Custodian, Company, at its sole expense, shall transfer or cause to be transferred onto the System to the maximum extent possible, and shall otherwise deliver or cause to be delivered to the transfer agent or other agent(s) which will perform shareholder account record keeping and servicing functions with respect to Plan accounts after the Effective Date, all relevant records previously maintained with respect to the accounts of participants in such Plans. (v) IFTC shall have no responsibility for, and Company shall, except to the extent (if any) prohibited by ERISA, indemnify and hold harmless IFTC from and against, any and all losses, liabilities, claims, demands, actions, suits and expenses (including reasonable attorneys fees and penalties and other sums assessed by any Government Authority) arising out of or resulting from (a) any acts, omissions or errors of any previous trustee or custodian, including but not limited to its failure to file or mail any Returns, withhold or pay any taxes, or file any schedules or other required information, (b) any error, omission, inaccuracy or other deficiency in the Plan participant account records or other relevant records created and maintained prior to the Effective Date, or (c) costs and expenses of enforcing Company's obligations and agreements hereunder. 7. As compensation for its services as Custodian as provided for in this Agreement, the Company agrees that IFTC shall be paid the fees set forth in Exhibit C attached hereto, as the same may be amended from time to time by mutual agreement of the parties. 8. Subject to any longer notice periods required by the Plan Documents, Company may remove IFTC, and IFTC may resign, as Custodian of any or all the Plans by providing sixty (60) days written notice to the other party. In the event of such removal or resignation, Company, at its sole expense, shall in a timely manner appoint a successor trustee or custodian, modify and amend Plan Documents as necessary to delete all references to IFTC, and give all notices, obtain all approvals and take such other steps as may be required in connection therewith under the Plan Documents and applicable laws, rules and regulations. 9. Except to the extent (if any) prohibited by ERISA, and except to the extent resulting from the negligence or willful misconduct of IFTC, Company shall indemnify and hold harmless IFTC from and against any and all losses, liabilities, claims, demands, actions, suits and expenses whatsoever (including reasonable attorneys fees, penalties and other sums assessed by any Government Authority, and all costs and expenses of enforcing Company's obligations and agreements hereunder) arising out of, resulting from or in connection with (i) the Plans and Plan Documents, (ii) the appointment of and service by IFTC as Custodian therefor, (iii) any acts, omissions or errors of any successor trustee or custodian (including but not limited to its failure to file or mail any Returns, reports, schedules or other required documentation, or withhold or pay any taxes) or of any Plan administrator, co- trustee or other fiduciary, (iv) any instructions given by or on behalf of the Fund, or any policies, procedures or practices adopted or followed by any Fund, the Company or the Fund's transfer or other shareholder servicing agent(s) (other than IFTC), with respect to shareholder account record keeping and servicing which impacts Plan accounts, or (v) the failure of Company to perform any of its obligations hereunder. Except to the extent (if any ) prohibited by ERISA, and except to the extent resulting from the negligence or willful misconduct of Company, IFTC shall indemnify and hold harmless Company from and against any and all losses, liabilities, claims, demands, actions, suits and expenses whatsoever (including reasonable attorneys fees, penalties and other sums assessed by any Governmental Agency, and all costs and expenses of enforcing IFTC's obligations. and agreements hereunder) arising out of, resulting from or in connection with the failure of IFTC to perform any of its obligations hereunder. 10. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of Missouri, without reference to the conflicts of laws principles thereof. 11. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party. 12. The provisions for indemnification extended hereunder are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. All rights and remedies of each party hereunder shall be cumulative of all other rights and remedies which may be available to such party. 13. No provisions of the Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. 14. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 15. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and shall remain enforceable to the fullest extent permitted by applicable law. 16. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between Company and IFTC. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written by their respective duly authorized officers. INVESTORS FIDUCIARY TRUST COMPANY By: /s/ Stephen R. Hilliard Name: Stephen R. Hilliard Title: Executive Vice President THE OMNI INVESTMENT FUND By: /s/ Gregory E. Wolf Name: Gregory E. Wolf Title: Treasurer EXHIBIT A RETIREMENT PLAN CUSTODIAL SERVICES CONFIRMATION THIS CONFIRMS THAT THE OMNI INVESTMENT FUND ("Company") has designated, and hereby designates, INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company with offices at 127 West Tenth Street, Kansas City, Missouri 64105 ("IFTC"), as [custodial trustee without discretionary trust powers/custodian] under the [individual retirement account/simplified employee pension/403(b)(7) custodial account/defined contribution retirement] plan(s) ("Plan(s)") sponsored by Company, which [is/are] created and governed by the following described Plan documents: IFTC has accepted, and hereby accepts, such appointment and certifies that it is qualified to act as such [custodial trustee without discretionary trust powers/custodian] under the applicable provisions of the Internal Revenue Code of 1986, as amended. This agreement is made under and subject to the terms of that certain Retirement Plan Custodial Services Agreement by and between Company and IFTC dated as of _____________, 199___ (the "Agreement"), which is hereby incorporated herein by reference. The Effective Date of this agreement for purposes of the Agreement shall be _____________. IN WITNESS WHEREOF, the parties have caused this instrument to be executed by their respective duly authorized officers. INVESTORS FIDUCIARY TRUST COMPANY By:_______________________________ Name:_____________________________ Title:____________________________ THE OMNI INVESTMENT FUND By:________________________________ Name:______________________________ Title:_____________________________ EXHIBIT B CONSENT AND AUTHORIZATION In consideration of Investors Fiduciary Trust Company ("IFTC") serving as custodian and/or custodial trustee for the Accounts (as hereinafter defined), the undersigned registered investment company agrees that IFTC shall at all times have full access to and use of all accounts and records relating to Accounts which are maintained on the computerized mutual fund shareholder record keeping system of DST Systems, Inc. (the "System") for purposes of performing its duties and obligations as such custodian and/or custodial trustee. In addition, IFTC, its auditors and accountants, and to the extent required by law its regulatory authorities, shall have full access at all times to all such accounts and records for purposes of audit, examination, and testing and verifying compliance with all applicable requirements of law, all applicable accounting standards, and the terms of the retirement plan documents, trust and custody agreements and other applicable governing documents relating to the Accounts. DST Systems, Inc. is hereby authorized and instructed to provide such access to IFTC and to permit IFTC to make use of such accounts and records upon demand. The undersigned acknowledges and agrees that DST Systems, Inc. may serve as agent and sub-contractor of IFTC with respect to the Accounts. The provisions of this Consent and Authorization shall continue after the termination of the System and other services provided by DST Systems, Inc. to the undersigned for so long as such access to and use of such accounts and records may be reasonably required by IFTC. The term "Accounts" shall mean all individual retirement accounts, simplified employee pension plan accounts, 403(b)(7) custodial accounts, Keogh accounts, defined contribution retirement plan accounts and other accounts of any type for which IFTC may from time to time be named as custodian or trustee which contain shares issued by the undersigned investment company. This Consent and Authorization is irrevocable in every respect, shall be binding upon the undersigned and its successors and assigns and shall inure to the benefit of IFTC and DST Systems, Inc. and their respective successors and assigns. THE OMNI INVESTMENT FUND By:__________________________ Name: _______________________ Title:_______________________ EXHIBIT C FEE SCHEDULE Individual Retirement Accounts: $12.00 per IRA per year. EX-9.C 4 RETIREMENT PLAN CUSTODIAL SERVICES AGREEMENT RETIREMENT PLAN CUSTODIAL SERVICES CONFIRMATION THIS CONFIRMS THAT THE OMNI INVESTMENT FUND ("Company") has designated, and hereby designates, INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company with offices at 127 West Tenth Street, Kansas City, Missouri 64105 ("IFTC"), as custodian under the individual retirement account plan ("Plan") sponsored by Company, which is created and governed by the following described Plan documents: The Omni Investment Fund IRA IFTC has accepted, and hereby accepts, such appointment and certifies that it is qualified to act as such custodian under the applicable provisions of the Internal Revenue Code of 1986, as amended. This agreement is made under and subject to the terms of that certain Retirement Plan Custodial Services Agreement by and between Company and IFTC dated as of July 22, 1996 (the "Agreement"), which is hereby incorporated herein by reference. The Effective Date of this agreement for purposes of the Agreement shall be July 22, 1996. IN, WITNESS WHEREOF, the parties have caused this instrument to be executed by their respective duly authorized officers. INVESTORS FIDUCIARY TRUST COMPANY By: /s/ Stephen R. Hilliard Name: Stephen R. Hilliard Title: Executive Vice President THE OMNI INVESTMENT FUND By: /s/ Gregory E. Wolf Name: Gregory E. Wolf Title: Treasurer EX-14.A 5 INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT (FORM 5305-A) FORM 5305-A (Rev. October 1992) Department of the Treasury Internal Revenue Service INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT (Under Section 408(a) of the Internal Revenue Code) DO NOT File with the Internal Revenue Service - -------------------------------------------------------------------------- Name of Depositor ________________________________________________ Date of birth of depositor ________________________________________ Identifying number (see instructions)______________________________ Address of depositor ______________________________________________ Check if Amendment _______ Name of custodian: INVESTORS FIDUCIARY TRUST COMPANY Address or principal place of business of custodian: KANSAS CITY, MISSOURI - --------------------------------------------------------------------------- The Depositor whose name appears above is establishing an individual retirement account under section 408(a) to provide for his or her retirement and for the support of his or her beneficiaries after death. The Custodian named above has given the Depositor the disclosure statement required under Regulations section 1.408-6. The Depositor has assigned the custodial account... dollars($....) in cash. The Depositor and the Custodian make the following agreement: ARTICLE I The Custodian may accept additional cash contributions on behalf of the Depositor for a tax year of the Depositor. The total cash contributions are limited to $2,000 for the tax year unless the contribution is a rollover contribution described in section 402(c) (but only after December 31, 1992), 403(a)(4), 403(b)(8), 408(d)(e), or an employer contribution to a simplified employee pension plan as described in section 408(k). Rollover contributions before January 1, 1993, include rollovers described in section 402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 403(d)(3), or an employer contribution to a simplified employee pension plan as described in section 408(k). ARTICLE II The Depositor's interest in the balance in the custodial account is nonforfeitable. ARTICLE III 1. No part of the custodial funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)). 2. No part of the custodial funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by section 408(m)(3) which provides an exception for certain gold and silver coins and coins issued under the laws of any state. ARTICLE IV 1. Notwithstanding any provision of this agreement to the contrary, the distribution of the Depositor's interest in the custodial account shall be made in accordance with the following requirements and shall otherwise comply with section 408(a)(6) and Proposed Regulations section 1.408-8, including the incidental death benefit provisions of Proposed Regulations section 1.401(a)(9)-2, the provisions of which are incorporated by reference. 2. Unless otherwise elected by the time distributions are required to begin to the Depositor under paragraph 3, or to the surviving spouse under paragraph 4, other than in the case of a life annuity, life expectancies shall be recalculated annually. Such election shall be irrevocable as to the Depositor and the surviving spouse and shall apply to all subsequent years. The life expectancy of a nonspouse beneficiary may not be recalculated. 3. The Depositor's entire interest in the custodial account must be, or begin to be, distributed by the Depositor's required beginning date, (April 1 following the calendar year end in which the Depositor reaches age 70 1/2). By that date, the Depositor may elect, in a manner acceptable to the Custodian, to have the balance in the custodial account distributed in: (a) A single sum payment. (b) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the life of the Depositor. (c) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the joint and last survivor lives of the Depositor and his or her designated beneficiary. (d) Equal or substantially equal annual payments over a specified period that may not be longer than the Depositor's life expectancy. (e) Equal or substantially equal annual payments over a specified period that may not be longer than the joint life and last survivor expectancy of the Depositor and his or her designated beneficiary. 4. If the Depositor dies before his or her entire interest is distributed to him or her, the entire remaining interest will be distributed as follows: (a) If the Depositor dies on or after distribution of his or her interest has begun, distribution must continue to be made in accordance with paragraph 3. (b) If the Depositor dies before distribution of his or her interest has begun, the entire remaining interest will, at the election of the Depositor or, if the Depositor has not so elected, at the election of the beneficiary or beneficiaries, either (i) Be distributed by the December 31 of the year containing the fifth anniversary of the Depositor's death, or (ii) Be distributed in equal or substantially equal payments over the life or life expectancy of the designated beneficiary or beneficiaries starting by December 31 of the year following the year of the Depositor's death. If, however, the beneficiary is the Depositor's surviving spouse, then this distribution is not required to begin before December 31 of the year in which the Depositor would have turned age 70 1/2. (c) Except where distribution in the form of an annuity meeting the requirements of section 408(b)(3) and its related regulations has irrevocably commenced, distributions are treated as having begun on the Depositor's required beginning date, even though payments may actually have been made before that date. (d) If the Depositor dies before his or her entire interest has been distributed and if the beneficiary is other than the surviving spouse, no additional cash contributions or rollover contributions may be accepted in the account. 5. In the case of a distribution over life expectancy in equal or substantially equal annual payments, to determine the minimum annual payment for each year, divide the Depositor's entire interest in the Custodial account as of the close of business on December 31 of the preceding year by the life expectancy of the designated beneficiary, whichever applies). In the case of distributions under paragraph 3, determine the initial life expectancy (or joint life and last survivor expectancy) using the attained ages of the Depositor and designated beneficiary as of their birthdays in the year the Depositor reaches age 70 1/2. In the case of a distribution in accordance with paragraph 4(b)(ii), determine life expectancy using the attained age of the designated beneficiary as of the beneficiary's birthday in the year the distributions are required to commence. 6. The owner of two or more individual retirement accounts may use the "alternative method" described in Notice 88-38, 1988-1 C.B. 5245, to satisfy the minimum distribution requirements described above. This method permits an individual to satisfy these requirements by taking from one individual retirement account the amount required to satisfy the requirement for another. ARTICLE V 1. The Depositor agrees to provide the Custodian with information necessary for the Custodian to prepare any reports required under section 408(i) and Regulations sections 1.408-5 and 1.408-6. 2. The Custodian agrees to submit reports to the Internal Revenue Service and the Depositor prescribed by the Internal Revenue Service. ARTICLE VI Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles that are not consistent with section 408(a) and the related regulations will be invalid. ARTICLE VII This agreement will be amended from time to time to comply with the provisions of the Code and regulated regulations. Other amendments may be made with the consent of the persons whose signatures appear below. - ----------------------------------------------------------------------------- NOTE: The following space (Article VIII) may be used for any other provisions you want to add. If you do not want to add any other provisions, draw a line through this space. If you do add provisions, they must comply with applicable requirements of state law and the Internal Revenue Code. - ----------------------------------------------------------------------------- ARTICLE VIII The text of Article VIII is attached as "Attachment to IRS Form 5305-A: Article VIII" to this Form 5305-A and is incorporated herein by reference. - ----------------------------------------------------------------------------- Depositor's signature ______________________________________Date_____________ Custodian's signature_______________________________________Date_____________ Witness _____________________________________________________________________ (Use only if signature of the Depositor or the Custodian is required to be witnessed.) - ----------------------------------------------------------------------------- GENERAL INSTRUCTIONS (Section references are to the Internal Revenue Code unless otherwise noted.) PURPOSE OF FORM Form 5305-A is a model custodial account agreement that meets the requirements of section 408(a) and has been automatically approved by the IRS. An individual retirement account (IRA) is established after the form is fully executed by both the individual (Depositor) and the Custodian and must be completed no later than the due date of the individual's income tax return for the tax year (without regard to extensions). This account must be created in the United Stats for the exclusive benefit of the Depositor or his or her beneficiaries. Individuals may rely on regulations for the Tax Reform Act of 1986 to the extent specified in those regulations. Do not file Form 5305-A with the IRS. Instead, keep it for your records. For more information on IRAs, including the required disclosure you can get from your custodian, get Pub. 590, Individual Retirement Arrangements (IRAs). DEFINITIONS CUSTODIAN.--The Custodian must be a bank or savings and loan association, as defined in section 408(n), or any person who has the approval of the IRS to act as custodian. DEPOSITOR.--The Depositor is the person who establishes the custodial account. IDENTIFYING NUMBER The depositor's social security number will serve as the identification number of his or her IRA. An employer identification number is only required for each participant-directed IRA. An employer identification number is required for a common fund created for IRAs. IRA FOR NONWORKING SPOUSE Form 5305-A may be used to establish the IRA custodial account for a nonworking spouse. Contributions to an IRA custodial account for a nonworking spouse must be made to a separate IRA custodial account established by the nonworking spouse. SPECIFIC INSTRUCTIONS ARTICLE IV.--Distributions made under this article may be made in a single sum, periodic payment, or a combination of both. The distribution option should be reviewed in the year the Depositor reaches age 70 1/2 to ensure that the requirements of section 408(a)(6) have been met. ARTICLE VIII.--Article VIII and any that follow it may incorporate additional provisions that are agreed to by the depositor and custodian to complete the agreement. They may include, for example, definitions, investment powers, voting rights, exculpatory provisions, amendment and termination, removal of the custodian, custodian's fees, state law requirements, beginning date of distributions, accepting only cash, treatment of excess contributions, prohibited transactions with the depositor, etc. Use additional pages if necessary and attach them to this form. NOTE: Form 5305-A may be reproduced and reduced in size for adoption to passbook purposes. - ----------------------------------------------------------------------------- ATTACHMENT TO IRS FORM 5305-A: ARTICLE VIII 1. DEFINITIONS. The following definitions shall apply to terms used in this Article VIII: a. "Application" shall mean the IRA Application submitted by the Depositor to the Custodian. b. "Code" shall mean the Internal Revenue Code of 1986, as amended, including any regulations, procedures, rulings, or notices issued thereunder. c. "Company" shall mean The Omni Investment Fund. d. "Custodial Account" shall mean the custodial account established under this element. 2. INVESTMENT OF CONTRIBUTIONS. Contributions shall be invested in shares of the Company mutual funds in accordance with the Depositor's written instructions in the Application, and with subsequent written instructions of the Depositor (or, following the death of the Depositor, his or her beneficiary) in a form acceptable to and filed with the Custodian. By giving such instructions, the Depositor (or beneficiary, where applicable) will be deemed to have acknowledged receipt of the then current prospectus for any shares in which the Depositor (or beneficiary) directs the Custodian to invest contributions. The Depositor, by making a rollover contribution, as described in Article I, hereby certifies that the contribution meets all requirements for rollover contributions. The amount of each contribution shall be applied to the purchase of such shares at the price and in the manner in which such shares are then being publicly offered by the Company in accordance with the then current prospectus, and such shares shall be credited to the Custodial Account. All dividends and capital gain distributions received on the shares of the fund held in each Custodial Account shall (unless received in additional shares of such fund) be reinvested in such shares which shall be credited to such Custodial Account. If any distribution on shares of the fund may be received at the election of the shareholder in additional shares or in cash or other property, the Custodian shall elect to receive such distribution in additional shares. The Custodian shall not be liable for interest on any cash balance in the Custodial Account. All Company shares acquired by the Custodian shall be registered in the name of the Custodian or its registered nominee. 3. VOTING WITH RESPECT TO SHARES. The Custodian shall have no power or authority to vote any shares of the Company, except in accordance with the directions provided to it by the Depositor. In the event the Depositor fails or declines to direct the Custodian as to voting any such shares held by the Custodial Account, that failure or declination to direct shall be deemed to be a direction not to vote such shares. 4. ALTERNATIVE DISTRIBUTION METHODS: Notwithstanding Article IV, a Depositor may elect in writing in a form acceptable to and filed with the Custodian, to have the balance in the Custodial Account distributed only in a lump sum or in substantially equal payments over a period that does not exceed the Depositor's life expectancy or the joint and last survivor lift expectancy of the Depositor and his or her designated beneficiary. For this purpose, all expectancies must be determined by using applicable Internal Revenue Service tables. Notwithstanding paragraph 2 of Article IV, unless an election to have life expectancies recalculated annually is made by the time distributions are required to begin to the Depositor under paragraph 3, or to the surviving spouse under paragraph 4, of Article IV, lift expectancies shall not be recalculated. Such election shall be irrevocable as to the Depositor and the surviving spouse and shall apply to all subsequent years. The life expectancy of a nonspouse beneficiary may not be recalculated. To receive an annuity distribution, a Depositor may roll over a lump sum distribution to purchase an individual retirement annuity payable in equal or substantially equal payments over the Depositor's life expectancy or the joint and last survivor life expectancy of the Depositor and his or her designated beneficiary. The distribution option should be reviewed in the year the Depositor reaches age 70 1/2 to make sure the requirements of Code Section 408(a)(6) have been met. Consistent with paragraph 6 of Article IV, the Custodian is not obligated to make any distribution absent a specific written direction, in a form acceptable to and filed with the Custodian, from the Depositor or designated beneficiary to do so. 5. Amendment and Termination. The Depositor may at any time and from time to time terminate this Agreement in whole or in part by delivering to the Custodian a signed written notice of such termination, in a form acceptable to the Custodian. The Depositor and the Custodian delegate to the Company the night to amend this Agreement (including retroactive amendments) by written notice to the Custodian and the Depositor. The Depositor shall be deemed to have consented to any such amendment, provided that (a) no amendment shall cause or permit any part of the assets of the Custodial Account to be diverted to purposes other than for the exclusive benefit of the Depositor or his or her beneficiaries; (b) any amendment which affects the rights, duties or responsibilities of the Custodian may only be made with the Custodian's consent; and (c) no amendment shall be made except in accordance with any applicable laws and regulations affecting this Agreement and the Custodial Account. 6. RESIGNATION OR REMOVAL OF CUSTODIAN. The Custodian may resign at any time upon thirty (30) days notice in writing to the Company. Upon such resignation, the Company shall notify the Depositor, and shall appoint a successor custodian under this Agreement. The Depositor or the Company at any time may remove the Custodian upon 30 days written notice to that effect in a form acceptable to and filed with the Custodian. Such notice must include designation of a successor custodian. The successor custodian shall satisfy the requirements of section 408(h) of the Code. Upon receipt by the Custodian of written acceptance of such appointment by the successor custodian, the Custodian shall transfer and pay over to such successor the assets of and records relating to the Custodial Account. The Custodian is authorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any other liability constituting a charge on or against the assets of the Custodial Account or on or against the Custodian, and where necessary may liquidate shares in the Custodial Account for such payments. Any balance of such reserve remaining after the payment of all such items shall be paid over to the successor Custodian. The Custodian shall not be liable for the acts or omissions of any predecessor or successor custodian or trustee. 7. CUSTODIAN'S ANNUAL FEES: The Depositor shall be charged by the Custodian for its services under this Agreement in such amount as the Custodian shall establish from time to time. Sufficient shares may be liquidated from the Custodial Account to pay the fee. The annual fee in effect on the date of this Agreement is set forth in the Application. A different fee may be substituted at any time upon written notice to the Depositor. A Depositor who does not consent to such new fee should terminate this Agreement pursuant to paragraph 5 of Article VIII within 30 days of the notice of the new fee. If no such termination is made within 30 days of the notice of the new fee, the Depositor will be deemed to have consented to the new fee. The Custodian's ability to earn income on amounts held in non-interest bearing accounts has been taken into consideration in establishing the Custodian's fees. The Custodian shall be entitled to retain any such income as a part of its agreed compensation hereunder, and such income shall not be or become a part of the Custodial Account. 8. OTHER FEES AND EXPENSES. Any income or other taxes of any kind whatsoever that may be levied or assessed upon or with respect to the Custodial Account or the income thereof, any transfer taxes incurred in correction with the investment and reinvestment of the assets of the Custodial Account, all other reasonable administrative expenses incurred by the Custodian with respect to any such taxes, or with respect to any controversies concerning the Custodial Account, including, but not limited to, fees for legal services rendered to the Custodian and related costs, and such reasonable compensation to the Custodian for acting in that capacity with respect to any such taxes or controversies, may, in the discretion of the Custodian, be charged against and paid from the assets of the Custodial Account. Sufficient shares may be liquidated from the Custodial Account to pay any such taxes, expenses and compensation. 9. INALIENABILITY OF ASSETS: No interest, right or claim in or to any part of the Custodial Account, nor any assets held therein or benefits provided hereunder shall be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind, and any attempt to cause any such interest, right, claim, assets or benefits to be so subjected shall not be recognized, except to the extent as may be required by law. 10. EXCHANGE PRIVILEGE: With respect to any Company shares held in the Custodial Account, the Depositor (or beneficiary, where applicable may, upon submission of written instructions in a form acceptable to and filed with the Custodian, cause shares of any fund to be exchanged for shares of any other fund of the Company meeting the requirements of this Agreement, upon the terms and within the limitations imposed by the then current prospectus of the fund of the Company which are acquired in the exchange. By giving such instructions, the Depositor (or beneficiary) will be deemed to have acknowledged receipt of such prospectus. 11. DESIGNATION OF BENEFICIARY. The Depositor may designate a beneficiary or change or revoke the designation of a beneficiary, by written notice in a form acceptable to and filed with the Custodian, prior to the complete distribution of the balance in the Custodial Account. If the Depositor has not by the date of his or her death properly designated a beneficiary in accordance, with the preceding sentence, or if no designated beneficiary survives the Depositor, the Depositor's beneficiary shall be his or her estate. If a beneficiary dies before receiving his or her entire interest in the Custodial Account, his or her remaining interest in the Custodial Account shall be paid to the beneficiary's estate. 12. RESPONSIBILITY AS TO CONTRIBUTIONS OR DISTRIBUTIONS. The Custodian will not under any circumstances be responsible for the tinning, purpose or propriety of any contribution or of any distribution made hereunder, nor shall the Custodian incur any liability or responsibility for any tax imposed on account of any such contribution or distribution. 13. Other Limits on Responsibilities of the Custodian. The Custodian shall not incur any liability or responsibility in taking or omitting, to take any action based on any notice, election, or instruction or any written instrument believed by the Custodian to be genuine and to have been properly executed. The Custodian shall be under no duty of inquiry with respect to any such notice, election, instruction, or written instrument, but in its discretion may request any tax waivers, proof of signatures or other evidence which it reasonably deems necessary for its protection. The Depositor and the successors of the Depositor including any executor or administrator of the Depositor shall, to the extent permitted by law, indemnify the Custodian and its successors and assigns against any and all claims, actions or liabilities of the Custodian to the Depositor or the successors or beneficiaries of the Depositor whatsoever (including without limitation all reasonable expenses incurred in defending against or settlement of such claims, actions or liabilities) which may arise in connection with this Agreement or the Custodial Account, except those due to the Custodian's own bad faith, gross negligence or willful misconduct. The Custodian shall not be under any duty to take any action not specified in this Agreement, unless the Depositor shall furnish it with instructions in proper form and such instructions shall have been specifically agreed to by the Custodian, or to defend or engage in any suit with respect hereto unless it shall have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. 14. NOTICES. All written notices required or permitted to be given by the Custodian shall be deemed to have been given when sent by mail to the Depositor at the Depositor's last address of record provided to the Custodian. All written notices required or permitted to be given to the Custodian shall be deemed to have been given when received by the Custodian if mailed to the Custodian at DST Systems Inc., c/o The Omni Investment Fund, P.O. Box 419958, Kansas City, MO 64141, or such other address as the Custodian shall provide to the Depositor from time to time. 15. TIMING OF CONTRIBUTIONS. A contribution is deemed to have been made on the last day of the preceding taxable year if the contribution is made by the deadline for filing the Depositor's income tax return (not including extensions) and if the Depositor designates the contribution as a contribution for the preceding taxable year in a manner acceptable to the Custodian. The Custodian will not be liable or responsible for any consequences of postal delays or delays resulting from an incomplete Application or a designation made in an unacceptable form. Applications received by the Custodian postmarked after the deadline will be treated as a contribution for the Depositor's current tax year. Improperly completed applications will be returned to the sender. 16. GOVERNING LAW. This Agreement and the Custodial Account shall be construed, administered and enforced according to the laws of the State of Missouri. 17. WHEN EFFECTIVE. This Agreement shall not become effective until acceptance of the Application by the Custodian at its principal offices, as evidenced by a written confirmation to the Depositor. EX-14.B 6 5305-SEP FORM 5305-SEP (Rev. March 1994) Department of the Treasury Internal Revenue Service SIMPLIFIED EMPLOYEE PENSION-INDIVIDUAL RETIREMENT ACCOUNTS CONTRIBUTION AGREEMENT (Under Section 408(k) of the Internal Revenue Code) CMB No. 1545-0499 Expires 2-28-97 DO NOT File with the Internal Revenue Service - ----------------------------------------------------------------------------- ____________________________makes the following agreement under section 408(k) (Name of employer) of the Internal Revenue Code and the instructions to this form. ARTICLE I--ELIGIBILITY REQUIREMENTS (Check appropriate boxes--see SPECIFIC INSTRUCTIONS.) The employer agrees to provide for discretionary contributions in each calendar year to the individual retirement account or individual retirement annuity (IRA) of all employees who are at least _____ years old (not to exceed 21 years old) and have performed services for the employer in at least _____ years (not to exceed 3 years) of the immediately preceding 5 years. This simplified employee pension (SEP) __ includes __ does not include employees covered under a collective bargaining agreement, __ includes __ does not include certain nonresident aliens, and __ includes __ does not include employees whose total compensation during the year is less than $396.* ARTICLE II--SEP REQUIREMENTS (See SPECIFIC INSTRUCTIONS.) The employer agrees that contributions made on behalf of each eligible employee will be: A. Based only on the first $150,000 of compensation. B. Made in an amount that is the same percentage of total compensation for every employee. C. Limited annually to the smaller of $30,000* OR 15 percent of compensation. D. Paid to the employee's IRA trustee, custodian, or insurance company (for an annuity contract). ________________________________________ ______________________________ Employer's signature and date Name and title _____________________________________________________________________________ PAPERWORK REDUCTION ACT NOTICE The time needed to complete this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping . . . . . . . . . . . . . . . . . . 7 min. Learning about the law or the form . . . . . . . . 26 min. Preparing the form . . . . . . . . . . . . . . . . 20 min. If you have comments concerning the accuracy of these time estimates or suggestions for making this form more simple, we would be happy to hear from you. You can write to both the INTERNAL REVENUE SERVICE, Attention: Reports Clearance Officer, PC:FP, Washington, DC 20224; and the OFFICE OF MANAGEMENT AND BUDGET, Paperwork Reduction Project (1545-0499), Washington, DC 20503, DO NOT send this form to either of these addresses. Instead, keep it for your records. A CHANGE TO NOTE For years beginning after December 31, 1993, the Revenue Reconciliation Act of 1993 (the Act) reduced to $150,000 the annual compensation of each employee to be taken into account in making contributions to a SEP. The $150,000 amount will be indexed for inflation after 1994 in increments of $10,000 that will be rounded to the next lowest multiple of $10,000. See Act section 13212 for different effective dates and the transition rules that apply to governmental plans and plans under a collective bargaining agreement. General Instructions SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE UNLESS OTHERWISE NOTED. PURPOSE OF FORM.--Form 5305-SEP (Model SEP) is used by an employer to make an agreement to provide benefits to all eligible employees under a SEP described in section 408(k). Do not file this form with the IRS. See Pub. 560, Retirement Plans for the Self-Employed, and Pub. 590, Individual Retirement Arrangements (IRAs). SPECIFIC INSTRUCTIONS INSTRUCTIONS TO THE EMPLOYER SIMPLIFIED EMPLOYEE PENSION.--A SEP is a written arrangement (a plan) that provides you with a simplified way to make contributions toward your employees' retirement income. Under a SEP, you can contribute to an employee's individual retirement account or annuity (IRA). You make contributions directly to an IRA set up by or for each employee with a bank, insurance company, or other qualified financial institution. When using Form 5305-SEP to establish a SEP, the IRA must be a Model IRAs established on an IRS form or a master or prototype IRA for which the IRS has issued a favorable opinion letter. Making the agreement on Form 5305-SEP does not establish an employer IRA described in Section 408(c). WHEN NOT TO USE FORM 5305-SEP.--Do not use this form if you: 1. Currently maintain any other qualified retirement plan. This does not prevent you from also maintaining a Model Elective SEP (Form 5305A-SEP) or other SEP to which either elective or nonelective contributions are made. 2. Previously maintained a defined benefit plan that is now terminated. 3. Have any eligible employees for whom IRAs have not been established. 4. Use the services of leased employees (described in section 414(n)). 5. Are a member of an affiliated service group (described in section 414(m)), a controlled group of corporations (described in section 414(b)), or trades or businesses under common control (described in sections 414(c) and 414(o)), unless all eligible employees of all the members of such groups, trades, or businesses, participate in the SEP. 6. Will not pay the cost of the SEP contributions. Do not use Form 5305- SEP for a SEP that provides for elective employee contributions even if the contributions are made under a salary reduction agreement. Use Form 5305A- SEP, or a nonmodel SEP if you permit elective deferrals to a SEP. ELIGIBLE EMPLOYEES.--All eligible employees must be allowed to participate in the SEP. An eligible employee is any employee who: (1) is at least 21 years old, and (2) has performed "service" for you in at least 3 of the immediately preceding 5 years. Note: You can establish less restrictive eligibility requirements, but not more restrictive ones. Service is any work performed for you for any period of time, however short. If you are a member of an affiliated service group, a controlled group of corporations, or trades or businesses under common control, service includes any work performed for any period of time for any other member of such group, trades, or businesses. EXCLUDABLE EMPLOYEES.--The following employees do not have to be covered by the SEP: (1) employees covered by a collective bargaining agreement whose retirement benefits were bargained for in good faith by you and their union, (2) nonresident alien employees who did not earn U.S. source income from you, and (3) employees who received less than $396* in compensation during the year. CONTRIBUTION LIMITS.--The SEP rules permit you to make an annual contribution of up to 15 percent of the employee's total compensation or $30,000*, whichever is less. Compensation, for this purpose, does not include employer contributions to the SEP or the employee's compensation in excess of $150,000. If you also maintain a Model Elective SEP or any other SEP that permits employee to make elective deferrals, contributions to the two SEPs together may not exceed the smaller of $30,000* or 15 percent of compensation for any employee. Contributions cannot discriminate in favor of highly compensated employees. You are not required to make contributions every year. But you must contribute to the SEP-IRAs of all of the eligible employees who actually performed services during the year of the contribution. This includes eligible employees who die or quit working before the contribution is made. - ---------------------------------------------------------------------------- * This amount reflects the cost-of-living increase under section 408(k)(8), effective January 1, 1994. The amount is adjusted annually. Each January, the IRS announces the increase, if any, in a news release and in the Internal Revenue Bulletin. ____________________________________________________________________________ You may also not integrate your SEP contributions with, or offset them by, contributions made under the Federal Insurance Contributions Act (FICA). If this SEP is intended to meet the top-heavy minimum contribution rules of section 416, but it does not cover all your employees who participate in your elective SEP, then you must make minimum contributions to IRAs established on behalf of those employees. DEDUCTING CONTRIBUTIONS.--You may deduct contributions to a SEP subject to the limits of section 404(h). This SEP is maintained on a calendar year basis and contributions to the SEP are deductible for your tax year with or within which the calendar year ends. Contributions made for a particular tax year must be made by the due date of your income tax return (including extensions) for that tax year. COMPLETING THE AGREEMENT.--This agreement is considered adopted when: * IRAs have been established for all your eligible employees. * You have completed all blanks on the agreement form without modification, and * You have given all your eligible employees the following information: a. A copy of Form 5305-SEP. b. A statement that IRAs other than the IRAs into which employer SEP contributions will be made may provide different rates of return and different terms concerning, among other things, transfers and withdrawals of funds from the IRAs. c. A statement that, in addition to the information provided to an employee at the time the employee becomes eligible to participate, the administrator of the SEP must furnish each participant within 30 days of the effective date of any amendment to the SEP, a copy of the amendment and a written explanation of its effects. d. A statement that the administrator will give written notification to each participant of any employer contributions made under the SEP to that participant's IRA by the later of January 31 of the year following the year for which a contribution is made or 30 days after the contribution is made. Employers who have established a SEP using Form 5305-SEP and have given each participant a copy of Form 5305-SEP are not required to file the annual information returns, Form 5500, 5000-C/R, or 5500-EZ. However, under Title I of ERISA, relief from the annual reporting requirements is not available to an employer who selects, recommends, or influences its employees to choose IRAs into which employer contributions will be made, if those IRAs are subject to provisions that prohibit withdrawal of funds for any period. INFORMATION FOR THE EMPLOYEE The information below explains what a SEP is, how contributions are made, and how to treat your employer's contributions for tax purposes. For more information, see page 1. Also, see Pub. 590. QUESTIONS AND ANSWERS 1. What is a simplified employee pension, or SEP? A SEP is a written arrangement (a plan) that allows an employer to make contributions toward your retirement. Contributions are made to an individual retirement account/annuity (IRA). Your employer will provide you with a copy of the agreement containing participation rules and a description of how employer contributions may be made to your IRA. All amounts contributed to your IRA by your employer belong to you even after you stop working for that employer. 2. Must my employer contribute to my IRA under the SEP? No. An employer is not required to make SEP contributions. If a contribution is made, it must be allocated to all the eligible employees according to the SEP agreement. The Model SEP (Form 5305-SEP) specifies that the contribution for each eligible employee will be the same percentage of compensation (excluding compensation higher than $150,000) for all employees. 3. How much may my employer contribute to my SEP-IRA in a year? Your employer will determine the amount to be contributed to your IRA each year. However, the amount for any year is limited to the smaller of $30,000* or 15 percent of your compensation for that year. Compensation does not include any amount that is contributed by your employer to your IRA under the SEP. Your employer is not required to make contributions every year or to maintain a particular level of contributions. See Question 5. 4. How do I treat my employer's SEP contributions for my taxes? Employer contributions to your SEP-IRA are excluded from your income unless there are contributions in excess of the applicable limit. See Question 3. Employer contributions within these limits will not be included on your Form W-2. 5. May I also contribute to my IRA if I am a participant in a SEP? Yes. You may contribute the smaller of $2,000 or 100% of your compensation to an IRA. However, the amount you can deduct may be reduced or eliminated because, as a participant in a SEP, you are covered by an employer retirement plan. See Question 11. 6. Are there any restrictions on the IRA I select to have my SEP contributions deposited in? Contributions must be made to either a Model IRA executed on an IRS form or a master or prototype IRA for which the IRA has issued a favorable opinion letter. 7. What if I do not want to participate in a SEP? If your employer does not require you to participate in a SEP as a condition of employment, and you elect not to participate, all other employees of your employer may be prohibited from participating. If one or more eligible employees do not participate and the employer tries to establish a SEP for the remaining employees, it could cause adverse tax consequences for the participating employees. 8. Can I move funds from my SEP-IRA to another tax-sheltered IRA? Yes. You can withdraw or receive funds from your SEP-IRA if within 60 days of receipt, you place those funds in another IRA or SEP-IRA. This is called a "rollover" and can be done without penalty only once in any 1-year period. However, there are no restrictions on the number of times you may make "transfers" if you arrange to have these funds transferred between the trustees or the custodians so that you never have possession of the funds. 9. What happens if I withdraw my employer's contribution from my IRA? You may withdraw your employer's contribution at any time, but any amount withdrawn is includible in your income unless rolled over. Also, if withdrawals occur before you reach age 59 1/2, you may be subject to a tax on early withdrawal. 10. May I participate in a SEP even though I am covered by another plan? An employer may not adopt this IRS Model SEP if the employer maintains another qualified retirement plan or has ever maintained a qualified defined benefit plan. This does not prevent your employer from adopting this IRS Model SEP and also maintaining an IRS Model Elective SEP or other SEP. However, if you work for several employers, you may be covered by a SEP of one employer and a different SEP or pension or profit-sharing plan of another employer. 11. What happens if too much is contributed to my SEP-IRA in 1 year? Contributions exceeding the yearly limitations may be withdrawn without penalty by the due date (plus extensions) for filing your tax return (normally April 15), but is includible in your gross income. Excess contributions left in your SEP-IRA account after that time may have adverse tax consequences. Withdrawals of those contributions may be taxed as premature withdrawals. See Question 9. 12. Is my employer required to provide me with information about SEP-IRAs and the SEP agreement? Yes. Your employer must provide you with a copy of the completed Form 5305-SEP and a yearly statement showing any contributions to your IRA. 13. Is the financial institution where my IRA is established required to provide me with information? Yes. It must provide you with a disclosure statement that contains the following information in plain, nontechnical language. 1. The law that regulates your IRA. 2. The tax consequences of various options concerning your IRA. 3. Participation eligibility rules, and rules on the deductibility of retirement savings. 4. Situations and procedures for revoking your IRA, including the name, address, and telephone number of the person designated to receive notice of revocation. (This information must be clearly displayed at the beginning of the disclosure statement.) 5. A discussion of the penalties that may be assessed because of prohibited activities concerning your IRA. 6. Financial disclosure that provides the following information: a. Projects value growth rates of your IRA under various contribution and retirement schedules, or describes the method of determining annual earnings and charges that may be assessed. b. Describes whether, and for when, the growth projections are guaranteed, or a statement of the earnings rate and the terms on which the projections are based. c. States the sales commission for each year expressed as a percentage of $1,000. In addition, the financial institution must provide you with a financial statement each year. You may want to keep these statements to evaluate your IRA's investment performance. - ---------------------------------------------------------------------------- * This amount reflects the cost-of-living increase under section 408(k)(8), effective January 1, 1994. The amount is adjusted annually. Each January, the IRS announces the increase, if any, in a news release and in the Internal Revenue Bulletin. EX-14.C 7 5305A-SEP Form 5305A-SEP (Rev. March 1994) Department of the Treasury Internal Revenue Service SALARY REDUCTION AND OTHER ELECTIVE SIMPLIFIED EMPLOYEE PENSION-INDIVIDUAL RETIREMENT ACCOUNTS CONTRIBUTION AGREEMENT (UNDER SECTION 408(K) OF THE INTERNAL REVENUE CODE) CMB No. 1545-1012 Expires 3-31-96 DO NOT File with the Internal Revenue Service - -------------------------------------------------------------------------- ______________________establishes the following Model Elective SEP under (Name of employer) section 408(k) of the Internal Revenue Code and the instructions to this form. ARTICLE I--ELIGIBILITY REQUIREMENTS (Check appropriate boxes--see INSTRUCTIONS.) Provided the requirements of Article III are met, the employer agrees to permit elective deferrals to be made in each calendar year to the individual retirement accounts or individual retirement annuities (IRAs), established by or for all employees who are at least _____ years old (not to exceed 21 years old) and have performed services for the employer in at least _____ years (not to exceed 3 years) of the immediately preceding 5 years. This simplified employee pension (SEP) __ includes ___ does not include employees covered under a collective bargaining agreement, ___ includes ___ does not include certain nonresident aliens, and ___ includes ___ does not include employees whose total compensation during the year is less than $396.* ARTICLE II--SEP REQUIREMENTS (See INSTRUCTIONS.) A. SALARY REDUCTION OPTION. An eligible employee may elect to have his or her compensation reduced by the following percentage or amount per pay period, as designated in writing to the employer. Check appropriate box(es) and fill in the blanks. 1. __ An amount not in excess of _____ percent (not to exceed 15 percent) of an eligible employee's compensation. 2. __ An amount not in excess of $____________. B. CASH BONUS OPTION. An eligible employee may have elective deferrals on bonuses that, at the employee's election, may be contributed to the SEP or received in cash during the calendar year. Check if elective deferrals on bonuses may be made to this SEP. ___ C. TIMING OF ELECTIVE DEFERRALS. No deferral election may be based on compensation an eligible employee received, or had a right to receive, before execution of the deferral election. ARTICLE III--SEP REQUIREMENTS (See instructions.) The employer agrees that each employee's elective deferrals to the SEP will be: A. Based only on the first $150,000 of compensation. B. Limited annually to the smaller of: (1) 15 percent of compensation; or (2) $9,240*. C. Limited further under section 415, if the employer also maintains another SEP. D. Paid to the employee's IRA trustee, custodian, or insurance company (for an annuity contract) or, if necessary, an IRA established for an employee by the employer. E. Made only if at least 50 percent of the employer's employees eligible to participate elect to have amounts contributed to the SEP. If the 50 percent requirement is not satisfied as of the end of any calendar year, then all of the elective deferrals made by the employees for that calendar year will be considered "disallowed deferrals," i.e., IRA contributions that are not SEP- IRA contributions. F. Made only if the employer had 25 or fewer employees eligible to participate at all times during the prior calendar year. G. Adjusted only if deferrals to this SEP for any calendar year do not meet the "deferral percentage limitation" described on page 3. ARTICLE IV--EXCESS SEP CONTRIBUTIONS (See instructions.) Elective deferrals by a "highly compensated employee" must satisfy the deferral percentage limitation under section 408(k)(6)(A)(iii). Amounts in excess of this limitation will be deemed excess SEP contributions for the affected highly compensated employee or employees. ARTICLE V--NOTICE REQUIREMENTS (See instructions.) A. The employee will notify each highly compensated employee, by March 15 following the end of the calendar year to which any excess SEP contributions relate, of the excess SEP contributions to the highly compensated employee's SEP-IRA for the applicable year. The notification will specify the amount of the excess SEP, the calendar year in which the contributions are includible in income, and must provide an explanation of applicable penalties if the excess contributions are not withdrawn on time. B. The employer will notify each employee who makes an elective deferral to a SEP that, until March 15 after the year of the deferral, any transfer or distribution from that employee's SEP-IRA of SEP contributions (or income on these contributions) attributable to elective deferrals made that year will be includible in income for purposes of sections 72(t) and 408(d)(1). C. The employer will notify each employee by March 15 of each year of any disallowed deferrals to the employee's SEP-IRA for the preceding calendar year. Such notification will specify the amount of the disallowed deferrals and the calendar year in which those deferrals are includible in income and must provide an explanation of applicable penalties if the disallowed deferrals are not withdrawn on time. ARTICLE VI--TOP-HEAVY REQUIREMENTS (See instructions.) A. Unless paragraph B below is checked, the employer will satisfy the top- heavy requirements of section 416 by making a minimum contribution each year to the SEP-IRA of each employee eligible to participate in this SEP (other than a key employee defined in section 416(i). This contribution, in combination with other nonelective contributions, if any, is equal to the smaller of 3 percent of each eligible non-key employee's compensation or a percentage of such compensation equal to the percentage of compensation at which elective and nonelective contributions are made under this SEP (and any other SEP maintained by the employer) for the year for the key employee for whom such percentage is the highest for the year. B. ___ The top-heavy requirements of section 416 will be satisfied through contributions to non-key employees' SEP-IRAs under this employer's nonelective SEP. - ----------------------------------------------------------------------------- *This amount reflects the cost-of-living increase effective January 1, 1994. The amount is adjusted annually. Each January, the IRS announces the increase, if any, in a news release and in the Internal Revenue Bulletin. - ------------------------------------------------------------------------------ ARTICLE VI--TOP-HEAVY REQUIREMENTS (Continued) C. To satisfy the minimum contribution requirement under section 416, all nonelective SEP contributions will be taken into account but elective deferrals will not be taken into account. ARTICLE VII--EFFECTIVE DATE (See instructions.) This SEP will be effective upon adoption and establishment of IRAs for all eligible employees. _______________________________ ____________ _____________________ Employer's signature Date Name and title - --------------------------------------------------------------------------- PAPERWORK REDUCTION ACT NOTICE The time needed to complete this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping..................................................... 40 min. Learning about the law or the form................................ 54 min. Preparing the form.......................................... 1 hr., 5 min. If you have comments concerning the accuracy of these time estimates or suggestions for making this form more simple, we would be happy to hear from you. You can write to both the INTERNAL REVENUE SERVICE, Attention: Reports Clearance Officer, PC:FP, Washington, DC 20224; and the OFFICE OF MANAGEMENT and Budget, Paperwork Reduction Project (1545-1012), Washington, DC 20503, DO NOT send this form to either of these addresses. Instead, keep it for your records. A CHANGE TO NOTE For years beginning after December 31, 1993, the Revenue Reconciliation Act of 1993 (the Act) reduced to $150,000 the annual compensation of each employee to be taken into account in making contributions to a SEP. The $150,000 amount will be indexed for inflation after 1994 in increments of $10,000 that will be rounded to the next lowest multiple of $10,000. See Act section 13212 for different effective dates and the transition rules that apply to plans under a collective bargaining agreement. GENERAL INSTRUCTIONS SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE UNLESS OTHERWISE NOTED. PURPOSE OF FORM.--Form 5305A-SEP is a model elective simplified employee pension (SEP) used by an employer to permit employees to make elective deferrals to a SEP described in section 408(k). DO NOT file this form with the IRS. SPECIFIC INSTRUCTIONS INSTRUCTIONS TO THE EMPLOYER SIMPLIFIED EMPLOYEE PENSION.--A SEP is a written arrangement (a plan) that provides you with a simplified way to make contributions toward your employees' retirement income. Under an elective SEP, employees may choose whether or not to make elective deferrals to the SEP or to receive the amounts in cash. If elective deferrals are made, you contribute the amounts deferred by employees directly into an individual retirement arrangement (IRA) set up by or for each employee with a bank, insurance company, or other qualified financial institution. The IRA, established by or for an employee, must be one for which the IRS has issued a favorable opinion letter or a model IRA published by the Service as Form 5305, Individual Retirement Trust Account, or Form 5305-A, Individual Retirement Custodial Account. Adopting Form 5305A-SEP does not establish an employer IRA described in section 408(c). The information provided below is intended to help you understand and administer the elective deferral rules of your SEP. WHEN TO USE FORM 5305A-SEP Do not use Form 5305A-SEP if you: 1. Have any leased employees as defined in section 414(n)(2). 2. Previously maintained a have maintained a defined benefit plan that is now terminated. 3. Currently maintain any other qualified retirement plan. This does not prevent you from also maintaining a Model SEP/Form 5305-SEP, Simplified Employee Pension--Individual Retirement Accounts Contribution Agreement) or other SEP to which either elective or nonelective contributions are made. 4. Have more than 25 employees eligible to participate in the SEP at any time during the prior calendar yea. (If you are a member of one of the groups described in paragraph 2 under EXCESS SEP CONTRIBUTIONS-- DEFERRAL PERCENTAGE LIMITATION on page 3, you may use this SEP only if in the prior year there were never more than 25 employees eligible to participate in this SEP, in total, of all the members of such groups, trades, or businesses. In addition, all eligible employees of all the members of such groups, trades, or businesses must be eligible to make elective deferrals to this SEP). 5. Are a state or local government or a tax-exempt organization. Use this form only if you intend to permit elective deferrals to a SEP. If you want to establish a SEP to which nonelective employer contributions may be made, use Form 5305-SEP or a nonmodel SEP instead of, or in addition to, this form. COMPLETING THE AGREEMENT This SEP agreement is considered adopted when: 1. You have completed all blanks on the form. 2. You have given all eligible employees the following information: a. A copy of Form 5305A-SEP. (Any individual who in the future becomes eligible to participate in this SEP must be given Form 5305A-SEP, upon becoming an eligible employee.) b. A statement that IRAs other than the IRAs into which employer SEP contributions will be made may provide different rates of return and different terms concerning, among other things, transfers and withdrawals of funds from the IRAs. c. A statement that, in addition to the information provided to an employee at the time the employee becomes eligible to participate, the administrator of the SEP must furnish each participant within 30 days of the effective date of any amendment to the SEP, a copy of the amendment and a written explanation of its effects. d. A statement that the administrator will give written notification to each participant of any employer contributions made under the SEP to that participant's IRA by the later of January 31 of the year following the year for which a contribution is made or 30 days after the contribution is made. Employers who have established a SEP using Form 5305A-SEP and have provided each participant a copy of Form 5305A-SEP, are not required to file the annual information returns, Forms 5500, 5500-C/R, or 5500-EZ, for the SEP. However, under Title I of ERISA, relief from the annual reporting requirements is not available to an employer who selects, recommends, or influences its employees to choose IRAs, into which employer contributions will be made, if those IRAs are subject to provisions that prohibit withdrawal of funds for any period. FORMS AND PUBLICATIONS YOU MAY USE An employer may use any of the following forms or publications: * Form W-2, Wage and Tax Statement. If you have already issued a Form W- 2 to your employees at the time of notification of excess SEP contributions, you may also have to issue to those affected employees an amendment Form W-2 to reflect any excess SEP contributions and disallowed deferrals that must be included in the employee's income. See the discussion of excess SEP contributions and disallowed deferrals beginning on page 3. * Form 5330, Return of Excise Taxes Related to Employee Benefit Plans. Employers who are liable for the 10% tax on excess contributions use this form to pay the excise tax. * Pub. 560, Retirement Plans for the Self-Employed. * Pub. 590, Individual Retirement Arrangements (IRAs). DEDUCTING CONTRIBUTIONS You may deduct, subject to any applicable limits, those contributions made to a SEP. This SEP is maintained on a calendar year basis, and contributions to the SEP are deductible for your tax year with or within which the particular calendar year ends. See section 404(h). Contributions made for a particular tax year and contributed by the due date of your income tax return, including extensions, are deemed made in that tax year and the contributions are deductible if they would otherwise be deductible had they actually been contributed by the end of that tax year. See Rev. Rul. 90-105, 1990-2 C.B. 69. However, the deductibility of your contributions may be limited if the contributions are excess contributions. See EXCESS SEP CONTRIBUTIONS-- DEFERRAL PERCENTAGE LIMITATION below and the DEFERRAL PERCENTAGE LIMITATION WORKSHEET on page 8. EFFECTIVE DATE The SEP agreement is effective upon adoption and the establishment of IRAs by or for all of your eligible employees. Moreover, no elective deferrals may be made by an employee on the basis of compensation that the employee received or had a right to receive before adoption of this agreement and execution by the employee of the deferral election. ELIGIBLE EMPLOYEES All eligible employees must be allowed to participate in the SEP. An eligible employee is any employee who: (1) is at least 21 years old, and (2) has performed "service" for you in at least 3 of the immediately preceding 5 years. Note: You can establish less restrictive eligibility requirements, but not more restrictive ones. Service means any work performed for you for any period of time, however short. If you are a member of an affiliated service group, a controlled group of corporations, or trades or businesses under common control, service includes any work performed for any period of time for any other member of such group, trades, or businesses. EXCLUDABLE EMPLOYEES The following employees do not have to be covered by the SEP: (1) employees covered by a collective bargaining agreement whose retirement benefits were bargained for in good faith by you and their union, (2) nonresident alien employees who did not earn U.S. source income from you, and (3) employees who received less than $396* in compensation during the year. ELECTIVE DEFERRALS You may permit your employees to make elective deferrals through salary reduction or on the basis of bonuses that, at the employee's option, may be contributed to the SEP or received by the employee in cash during the year. You must inform your employees how they may make, change, or terminate elective deferrals based on either salary reduction or cash bonuses. You must also provide a form on which they may make their deferral elections. You may use the Model Elective SEP Deferral Form (elective form) on page 5, or a form that explains the information contained in this form in a way that is written to be understood by the average plan participant. SEP REQUIREMENTS * Elective deferrals may not be based on more than $150,000 of compensation. See A Change To Note on page 2. Compensation, for purposes other than the $396* rule (see ELIGIBLE EMPLOYEES, above), is defined as wages under section 3401(a) for income tax withholding at the source but without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in section 3401(a)(2)). Compensation also includes earned income under section 401(c)(2). Compensation does not include any SEP contributions. * The maximum limit on the amount an employee may elect to defer under this SEP for a year is the smaller of 15% of the employee's compensation or the limitation under section 402(g), as explained below. Note: The deferral limit is 15 percent of compensation (minus any employer SEP contributions). Compute this amount using the following formula: Compensation (before subtracting employer SEP contributions) x 13.0435 percent. * If you make nonelective contributions to this SEP for a calendar year, or maintain any other SEP to which contributions are made for that calendar year, then contributions to all such SEPs may not exceed the smaller of $30,000* or 15 percent of compensation for any employee. * If you are a new employer who had no employees during the prior calendar year, you will meet the limit in section 408(k)(6)(B) (for no more than 25 eligible employees during the preceding year) if you had 25 or fewer employees during the first 30 days that your business was in existence. EXCESS ELECTIVE DEFERRALS Section 402(g) limits the maximum amount of compensation an employee may elect to defer under a SE{ (and certain other arrangements) during the calendar year. this limit is $9,240 for 1994. In addition, the limit may be increased if the employee makes elective deferrals to a salary reduction arrangement under section 403(b). Amounts deferred for a year in excess of this limit are considered "excess elective deferrals" and are subject to the rules described below. The limit applies to the total elective deferrals the employee makes for the calendar year, from all employers, under the following arrangement: * Elective SEPS under section 408(k)(6) * Cash or deferred arrangements under section 401(k); and * Salary reduction arrangements under section 403(b). Thus, an employee may have excess elective deferrals even if the amount deferred under this SEP alone does not exceed the section 402(g) limit. If an employee who elects to defer compensation under this SEP and any other SEP or arrangement has made excess elective deferrals for a calendar year, the employee must withdraw those deferrals by April 15 following the calendar year to which the deferrals relate. Deferrals not withdrawn by April 15 will be subject to the IRA contribution limits of sections 219 and 408 and may be considered excess contributions to the employee's IRA. For the employee, these excess elective deferrals are subject to a 6 percent tax on excess contributions under section 4973. Income on excess elective deferrals is includible in the employee's income in the year it is withdrawn from the IRA. The income must be withdrawn by April 15 following the calendar year for which the deferrals were made. If the income is withdrawn after that date and the recipient is not 59 1/2 years of age, it may be subject to the 10 percent tax on early distributions under section 72(t). EXCESS SEP CONTRIBUTIONS-DEFERRAL PERCENTAGE LIMITATION The amount each of your "highly compensated employees" may contribute to an elective deferral SEP is also limited by the "deferral percentage limitation." This is based on the amount of money deferred, on average, by your nonhighly compensated employees. Deferrals made by a highly compensated employee that exceed this deferral percentage limitation for a calendar year are considered "excess SEP contributions" and must be removed from the employee's SEP-IRA, as discussed below. The deferral percentage limitation for your highly compensated employees is computed by first averaging the "deferral percentages" (defined below) for the eligible nonhighly compensated employees for the year and then multiplying this result by 1.25. The deferral percentage for a calendar year of any highly compensated employee eligible to participate in this SEP may not be more than the resulting product, the "deferral percentage limitation." Only elective deferral are included in this computation. Nonelective SEP contributions may not be included. The determination of the deferral percentage for any employee is made under section 408(k)(6). For purposes of this computation, the calculation of the number and identity of highly compensated employees, and their deferral percentages, is made on the basis of the entire "affiliated employer." In addition, for purposes of determining the deferral percentage of a highly compensated employee, the elective deferrals and compensation of the employee will also include the elective deferrals and compensation of any "family member." This special rule applies, however, only if the highly compensated employee is a 5 percent owner (defined in section 416(i)(1)(E)(ii)) or is one of a group of the 10 highest paid highly compensated employees. The elective deferrals and compensation of family members used in this special rule do not count in computing the deferral percentages of individuals who do not fall into this group. A worksheet is provided on page 8 to assist you in figuring the deferral percentage. You may want to photocopy it for yearly use. The following definitions apply for purposes of computing the deferral percentage limitation. 1. DEFERRAL PERCENTAGE is the ration (expressed as a percentage to 2 decimal places) of an employee's elective deferrals for a calendar year to the employee's compensation for that year. No more than $150,000 per individual is taken into account. (See A CHANGE TO NOTE on page 2.) The deferral percentage of an employee who is eligible to make an elective deferral, but who does not make a deferral during the year, is zero. If a highly compensated employee also makes elective deferrals under another elective SEP maintained by the employer, then the deferral percentage of that highly compensated employee includes elective deferrals made under the other SEP. 2. AFFILIATED EMPLOYER includes (a) any corporation that is a member of a controlled group of corporations, described in section 414(b) that includes the employer, (b) any trade or business that is under common control, defined in section 414(c) with the employer, (c) any organization that is a member of an affiliated service group, defined in section 414(m) that includes the employer, and (d) any other entity required to be aggregated with the employer under regulations under section 414(o). 3. A family member is an individual who is related to a highly compensated employee as a spouse, or as a lineal ascendent (such as a parent or grandparent), or descendent (such as a child or grandchild) or spouse of either of those, under section 414(q______) and its regulations. 4. A highly compensated employee is an individual described in section 414(q) who, during the current or preceding calendar year: a. Was a 5 percent owner defined in section 416(i)(1)(B)(i), b. Received compensation in excess of $66,000, and was in the top-paid group (the top 20 percent of employees, by compensation), c. Received compensation in excess of $99,000, or d. Was an officer and received compensation in excess of 50 percent of the dollar limit under section 415 for defined benefit plans. The dollar limit is $118,800 in 1994. (No more than three employees need be taken into account under this rule. At least one officer, the highest-paid officer if no one else meets this test, however, must be taken into account.) EXCESS SEP CONTRIBUTIONS-NOTIFICATION You must notify each affected employee, if any, by March 15 of the amount of any excess SEP contributions made to that employee's SEP-IRA for the preceding calendar year. (If needed, use the model form on page 5 of these instructions.) These excess SEP contributions are includible in the employee's gross income in the preceding calendar year. However, if the excess SEP contributions (not including allocable income) total less than $100, then the excess contributions are includible in the employee's gross income in the calendar year of notification. Income allocable to the excess SEP contributions is includible in gross income in the year of withdrawal from the IRA. If you do not notify any of your employees by March 15 of an excess SEP contribution, you must pay a 10 percent tax on the excess SEP contribution for the preceding calendar year. The tax is reported in Part XII of Form 5330. If you do not notify our employees by December 31 of the calendar year following the calendar year in which the excess SEP contributions arose, the SEP no longer will be treated as meeting the rules of section 408(k)(6). In this case, any contribution to an employee's IRA will be subject to the IRA contribution limits of section 219 and 408 and thus may be considered an excess contribution to the employee's IRA. Your notification to each affected employee of the excess SEP contributions must specifically state in a manner written to be understood by the average employee: * The amount of the excess SEP contributions attributable to that employee's elective deferrals; * The calendar year in which the excess SEP contributions are includible in gross income; and * Information stating that the employee must withdraw the excess SEP contributions (and allocable income) from the SEP-IRA by April 15 following the calendar year of notification by the employer. Excess contributions not withdrawn by April 15 following the year of notification will be subject to the IRA contribution limits of sections 219 and 408 for the preceding calendar year and may be considered excess contributions to the employee's IRA. For the employee, the excess contributions may be subject to the 6 percent tax on excess contributions under section 4973. If income allocable to an excess SEP contribution is not withdrawn by April 15 following the calendar year of notification by the employer, the employee may be subject to the 10 percent tax on early distributions under section 72(t) when withdrawn. For information on reporting excess SEP contributions, see Notice 87-77, 1987-2 C.B. 385, Notice 88-33, 1988-1 C.B. 513, Notice 89-32, 1989-1 C.B. 671, and Rev. Proc. 91-44, 1991-2 C.B. 733. To avoid the complications caused by excess SEP contributions, you may want to monitor elective deferrals continuing basis throughout the calendar year to insure that the deferrals comply with the limits as they are paid into each employee's SEP-IRA. DISALLOWED DEFERRALS If you determine at the end of any calendar year that more than half of your eligible employees have chosen not to make elective deferrals for that year, then all elective deferrals made by your employees for that year will be considered disallowed deferrals, i.e., IRA contributions that are not SEP-IRA contributions. You must notify each affected employee by March 15 that the employee's deferrals for the previous calendar year are no longer considered SEP-IRA contributions. Such disallowed deferrals are includible in the employee's gross income in that preceding calendar year. Income allocable to the disallowed deferrals is includible in the employee's gross income in the year of withdrawal from the IRA. Your notification to each affected employee of the disallowed deferrals must clearly state: * The amount of the disallowed deferrals; * The calendar year in which the disallowed deferrals and earnings are includible in gross income; and * That the employee must withdraw the disallowed deferrals (and allocable income) from the IRA by April 15 following the calendar year of notification by the employer. Those disallowed deferrals not withdrawn by April 15 following the year of notification will be subject to the IRA contribution limits of sections 219 and 408 and thus may be considered an excess contribution to the employee's IRA. For the employee, these disallowed deferrals may be subject to the 6 percent tax on excess contributions under section 4973. If income allocable to a disallowed deferral is not withdrawn by April 15 following the calendar year of notification by the employer, the employee may be subject to the 10 percent tax on early distributions under section 72(t) when withdrawn. Disallowed deferrals should be reported the same way excess SEP contributions are reported. RESTRICTIONS ON WITHDRAWALS Your highly compensated employees may not withdraw or transfer from their SEP- RAs any SEP contributions (or income on these contributions) attributable to elective deferrals made for a particular calendar year until March 15 of the following year. Before that date, however, you may notify your employees when the deferral percentage limitation test has been completed for a particular calendar year and that this withdrawal restriction no longer applies. In general, any transfer or distribution made before March 15 of the following year (or notification, if sooner) will be includible in the employee's gross income and the employee may also be subject to a 10 percent tax on early withdrawal. This restriction does not apply to an employee's excess elective deferrals. TOP-HEAVY REQUIREMENTS Elective deferrals may not be used to satisfy the minimum contribution requirement under section 416. In any year in which a key employee makes an elective deferral, this SEP is deemed top-heavy for purposes of section 416, and you are required to make a minimum top-heavy contribution under either this SEP or another SEP for each non-key employee eligible to participate in this SEP. A key employee under section 416(i)(1) is any employee or former employee (and the beneficiaries of these employees) who, at any time during the determination period, was: * An officer of the employer (if the employee's compensation exceeds 50 percent of the section 415(b)(1)(A) limit, which was $118,800 in 1994, * An owner of one of the 10 largest interests in the employer (if the employee's compensation exceeds 100%of the section 415(c)(1)(A) limit, which was $30,000 in 1994, * A 5 percent owner of the employer, as defined in section 416(i)(1)(B)(i), or a 1 percent owner of the employer (if the employee has compensation in excess of $150,000). The determination period is the current calendar year and the 4 preceding years. MODEL ELECTIVE SEP DEFERRAL FORM I. SALARY REDUCTION DEFERRAL Subject to the requirements of the Model Elective SEP of _______, I authorize the following amount or percentage to be withheld from each of my paychecks and contributed to my SEP-IRA. (a) ________ percent (not to exceed 15%) of my salary; or (b) $_________. This salary reduction authorization shall remain in effect until I provide written modification or termination of its terms to my employer. II. CASH BONUS DEFERRAL Subject to the requirements of the Model Elective SEP of ________, I authorize the following __________________________________(name of employee) amount to be contributed to my SEP-IRA rather than being paid to me in cash: $______. III. AMOUNT OF DEFERRAL I understand that the total amount I defer in any calendar year may not exceed the smaller of: (a) 15 percent of my compensation (determined without including any SEP-IRA contributions; or (b) $9,240.* IV. COMMENCEMENT OF DEFERRAL The deferral election in either I or II, above, shall not become effective before ________________. (Specify a date no earlier than the first day of the first pay period beginning _________(Month, day, year) after this authorization.) V. DISTRIBUTIONS FROM SEP-IRAS I understand that I should not withdraw or transfer any amounts from my SEP-IRA that are attributable to elective deferrals and income on elective deferrals for a particular calendar year (except for excess elective deferrals) until March 15 of the subsequent year or, if sooner, when my employer notifies me that the deferral percentage limitation test for that plan year has been completed. Any such amounts that I withdraw or transfer before this time will be includible in income for purposes of sections 72(t) and 408(a)(1). Signature of employee ___________________________Date _____________________ *This amount reflects the cost-of-living increase under section 402(g) effective January 1, 1994. The amount is adjusted annually. Each January, the IRS announces the increase, if any, in a news release and in the internal revenue bulletin. - ----------------------------------------------------------------------------- NOTIFICATION OF EXCESS SEP CONTRIBUTIONS To: _____________________________ (name of employee) Our calculations indicate that the elective deferrals you made to your SEP- IRA for calendar year ____ exceed the maximum permissible limits under section 408(k)(6). You made excess SEP contributions of $______for that year. These excess SEP contributions are includible in your gross income for the ____________ (insert the year identified above or if less than $100, the following year) calendar year. These excess SEP contributions must be distributed from your SEP-IRA by April 15, 19__ (insert year after the calendar year in which this notice is given) in order to avoid possible penalties. Income allocable to the excess amounts must be withdrawn at the same time and is includible in income in the year of withdrawal. Excess SEP contributions remaining in your SEP-IRA account after that time are subject to a 6 percent excise tax, and the income on these excess SEP contributions may be subject to a 10 percent penalty when finally withdrawn. Signature of employee _________________________Date _______________________ _____________________________________________________________________________ DEFERRAL PERCENTAGE LIMITATION WORKSHEET (See instructions on page 3.) (a) Employee Name ________________________________________________ ________________________________________________ ________________________________________________ (b) Status H = HCE F = Family O = Other ________________________________________________ ________________________________________________ ________________________________________________ (c) Compensation ________________________________________________ ________________________________________________ ________________________________________________ (d) Deferrals ________________________________________________ (see below) ________________________________________________ ________________________________________________ (e) Ratio (if family member enter NA otherwise (d) - (c)) ________________________________________________ ________________________________________________ ________________________________________________ (f) Permitted ratio (for HCE* only, see below) ________________________________________________ ________________________________________________ ________________________________________________ (g) Permitted amount (for HCE* only)(c) x (f) ________________________________________________ ________________________________________________ ________________________________________________ (h) Excess (for HCE (only)(d) minus (g) ________________________________________________ ________________________________________________ ________________________________________________ Highly compensated employee.--See the special rule for family members on page 3. Column (c). Compensation.--Enter compensation from this employer and any related employers. Add any compensation paid to a "family member" to the HCE's compensation. Column (d). Deferrals.--Enter all SEP elective deferrals. Add any elective deferrals of a "family member" to the HCE's elective deferrals. Column (f). Permitted ratio.-- A Enter the total of the ratios in column (e) for the employees marked as "O" in column (b) _________________________________________________. B Divide line A by the number of employees marked as "O" in column (b) C Permitted ratio.--Multiply line B by 1.25 and enter the permitted ratio here _________________________________________. EX-14.D 8 IRA ACCOUNT DISCLOSURE STATEMENT INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT The following information is provided to you in accordance with the requirements of the Internal Revenue Code (the "Code") and Treasury regulations and should be reviewed in conjunction with the Individual Retirement Custodial Account Agreement (the "Custodial Agreement"), the Application for your IRA (the "Application"), and the prospectus for the mutual funds of The Omni Investment Fund that are allowable investments for your IRA. The provisions of the Custodial Agreement, Application and prospectus govern in any instance were the Disclosure, Statement is incomplete or appears to conflict. This Disclosure Statement reflects the provisions of the Internal Revenue Code in effect on January 1, 1993. This Disclosure Statement provides a nontechnical summary of the law. Please consult with your tax advisor for more complete information and refer to IRS Publication 590. I. IRA STATUTORY REQUIREMENTS An IRA is a trust or custodial account established for the exclusive benefit of you and your beneficiaries. Current law requires that your IRA agreement be in writing and that it meet the following requirements: 1. All contributions must be in cash and, for any taxable year, cannot exceed 100% of your compensation or $2,000, whichever is less, unless the contribution is a rollover contribution or an employer contribution to a simplified employee pension plan ("SEP"). 2. The custodian or trustee must be a bank or other institution or person that is approved by the Internal Revenue Service to administer your IRA in accordance with current tax laws. 3. None of your IRA assets may be invested in life insurance contracts or commingled with the assets of other people except in a common trust fund or common investment fund. 4. Your Interest in your IRA account is nonforfeitable. 5. Distribution from your IRA must be in accordance with certain minimum distribution rules, which are explained in Section VII below. II. RIGHT TO REVOKE You may revoke your IRA at any time within seven days of the time your Application is signed. To revoke your IRA, mail or deliver a written notice stating "I hereby elect to revoke my The Omni Investment Fund IRA." Sign your name exactly as it appears on your Application, include your social security number, and mail the notice to: DST Systems Inc. c/o The Omni Investment Fund P.O. Box 419958 Kansas City, MO 64141 or send by overnight delivery to: DST Systems Inc. c/o The Omni Investment Fund 210 West 10th Street 7th Floor Kansas City, MO 64105 Your notice will be considered mailed on the date of postmark, or the date of certification or registration if it is sent by certified or registered mail. When IFTC receives the proper notice of revocation, you will be entitled to a refund of your full IRA contribution, without any adjustment for expenses or market fluctuations. If you have any questions concerning your right of revocation, please call 1-800-435-1768 during regular business hours. III. ELIGIBILITY You may make regular contributions to an IRA if you receive compensation from employment, earnings as from self-employment or alimony, and you have not reached age 70 1/2 by the end of the tax year for which the contribution is made. In addition, if you are married and file a joint tax return, you may make contributions to an IRA for your spouse whether or not your spouse receives compensation. You may make a rollover contribution to an IRA if you have received an eligible rollover distribution from a qualified retirement plan or tax-sheltered annuity or an eligible distribution from another IRA and elect rollover treatment within 60 days. You may also make a trustee-to-trustee transfer from another IRA. Finally, your employer may contribute to your IRA, and if your employer sponsors a simplified employee pension ("SEP"), your employer can make contributions to a SEP/IRA on your behalf. IV. CONTRIBUTIONS A. REGULAR CONTRIBUTIONS You may contribute each year up to $2,000 or 100 percent of your compensation, whichever is less, to your IRA. If you also establish a spousal IRA for your spouse, you may contribute up to $2,250 or 100 percent of your compensation, if less, which may be split between the two IRA's as you choose, provided that no more than $2,000 may be contributed to either your IRA or the spousal IRA. If your spouse has compensation in excess of $250, you and your spouse can make a larger total contribution if you each contribute to a regular IRA. If your employer contributes to your IRA, the contribution is treated as compensation paid to you, whether or not the contribution is deductible, unless the contribution is made under a SEP (see below). Compensation for these purposes means wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered. It includes earned income from self employment and alimony or separate maintenance payments includable in income. It does not include pension or annuity payments or deferred compensation. B. TIME FOR MAKING REGULAR CONTRIBUTIONS You may make regular contributions to your IRA and/or your spousal IRA anytime during a year, up to and including the due date for filing your tax return for the year (without extensions). No regular contributions may be made, to an IRA for the calendar year in which you reach age 70 1/2 or later years. No regular contributions to a spousal IRA may be made for years in which your spouse is age 70 1/2 or older. C. DEDUCTIBILITY Regular IRA contributions are fully deductible unless you or your spouse are active participants in a tax-qualified plan of an employer. If you or your spouse are active participants in such a plan, then your allowable deduction for regular IRA contributions is reduced or eliminated if your Adjusted Gross Income ("AGI") exceeds certain levels. (If you file separately and arc married but live apart from your spouse at all times during the year, you will be considered to be single when applying the following rules regarding deduction limitations.) The deductible amount is determined as follows: 1. If you (and your spouse) are not active participants in a tax- qualified plan, any contribution up to the maximum amount is deductible. 2. If you (or your spouse) art an active participant in a tax- qualified plan, AND (a) your AGI is $25,000 or less ($40,000 for a married couple filing a joint return and $0 for a married person filing separately), any contribution up to the maximum amount is deductible; (b) your AGI is $35,000 or more ($50,000 for a married couple filing a joint return and $10,000 for a married person filing separately), no IRA contribution is deductible; (c) your AGI is between $25,000 and $35,000 ($40,000 and $50,000 for a married couple filing a joint return and $0 to $ 10,000 for a married person filing separately), the, deductible amount is reduced. In the case of a regular IRA, the reduction is $0.20 for each $1.00 of AGI over $25,000 ($40,000 for a married couple filing a joint return and $0 for a married person filing separately). For a spousal IRA, the reduction is $0.225 for each $1.00 of AGI over $40,000 if filing jointly. The limit will not be reduced below $200 unless it is eliminated entirely. To the extent that the deductibility of IRA contributions is reduced or eliminated, then nondeductible contributions may be made to your MIA. Earnings on all IRA contributions, whether or not the contributions themselves are deductible, are tax-deferred until receipt. You must designate the amount of nondeductible IRA contributions when filing your tax return for the year. If you overstate the amount of your nondeductible contributions you must pay a $100 penalty, unless you can show that such overstatement was due to reasonable cause. If you fail to report nondeductible IRA contributions you will be subject to a $50 penalty, unless your failure was due to reasonable cause. D. ROLLOVER CONTRIBUTIONS 1. AMOUNTS ELIGIBLE FOR ROLLOVER FROM PLANS AND TAX-SHELTERED ANNUITIES You may make a rollover contribution to your IRA of an "eligible rollover distribution" from an employer tax-qualified plan (an "employer plan") or a tax-sheltered annuity (including a 403(b)(7) account). The administrator of the employer plan or the payor of a distribution from the tax-sheltered annuity should be able to tell you what portion of your payment is an eligible rollover distribution. The following types of payments cannot be rolled over: NON-TAXABLE PAYMENTS. In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after- ax" employee contributions to the plan or annuity, these contributions will be nontaxable when they are paid to you, and they cannot be rolled over. (After- ax employee contributions generally are contributions you made from your own pay that were already taxed.) PAYMENTS SPREAD OVER LONG PERIODS. You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for your lifetime (or your life expectancy), or your lifetime and your beneficiary's lifetime (or lift expectancies), or a period of ten years or more. REQUIRED MINIMUM PAYMENTS. Beginning in the year you reach age 70 1/2, a certain portion of your payment cannot be rolled (or transferred) over because it is a "required minimum payment" that must be paid to you. 2. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment from an employer plan or a tax-sheltered annuity that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is paid directly from the plan or tax-sheltered annuity to your IRA. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA. 3. ROLLOVER OF PLAN PAYMENTS PAID TO YOU A payment to you of an eligible rollover distribution from an employer plan or tax-sheltered annuity is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA (or another plan that accepts rollovers). If you do not roll it over, special tax rules may apply. If any portion of the payment to you is an eligible rollover distribution, the payor is required by law to withhold 20 percent of that amount. This amount is sent to the IRS as income tax withholding. SIXTY-DAY ROLLOVER OPTION. If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA (or another employer plan that accepts rollovers). If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA (or the employer plan). You can roll over up to 100 percent of the eligible rollover distribution, including an amount equal to the 20 percent that was withheld. If you choose to roll over 100 percent, you must find other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20 percent that was withheld. (On the other hand, if you roll over only the 80 percent that you received, you will be taxed on the 20 percent that was withheld.) See the Special Tax Notice Regarding Plan Payments, that must be provided by the plan administrator or payor of your employer plan or tax- sheltered annuity, for additional information on the rules governing rollover and taxation of plan distributions, or consult your tax advisor for more details. You should maintain a separate, IRA account for any rollovers of funds from an employer plan if you want to preserve your ability to later roll over these funds and earnings into another employer plan. Similarly, you should maintain a separate account for any rollover of funds from a tax- sheltered annuity. You can make a rollover from a tax-qualified plan of your spouse's employer if you received all or a part of your spouse's share as a result of his or her death. A spouse or former spouse who is a recipient of a distribution made under a qualified domestic relations order may roll over all or part of the distribution. Because complex rules apply to distributions and rollovers of payments from employer plans and tax-sheltered annuities, you should seek competent tax advice whenever you contemplate receiving a distribution from a qualified plan or tax-sheltered annuity or an IRA funded by a rollover from a qualified plan or tax-sheltered annuity. 4. ROLLOVERS FROM OTHER IRAS You may also make a rollover contribution of amounts held in another IRA. There are no limits on the amount of rollover contributions made to an IRA from another IRA, except you may not roll over (or transfer) the required minimum amount (described in VII.D.). However, the distribution from the first IRA must be rolled over within 60 days of receipt and no more than one distribution per year from an IRA may be rolled over into another IRA. 5. TAX-DEFERRAL ON IRA ROLLOVER OR TRUSTEE-TO-TRUSTEE TRANSFER An effective rollover allows you to postpone paying taxes on the amount distributed from an employer plan, tax-sheltered annuity or IRA until it is withdrawn from the recipient IRA. You do not report the distribution as income and you do not take a deduction for the rollover contribution. Earnings on your rollover IRA are tax-deferred until receipt. (Similarly, a trustee-to-trustee transfer is not treated as a distribution and the amount transferred and earnings are tax-deferred until receipt.) E. SEP CONTRIBUTIONS If your employer has established a simplified employee pension ("SEP"), your employer may make contributions to your SEP/IRA. If the SEP contains a salary reduction arrangement you may elect to reduce your salary by up to the lesser of 15 percent of compensation or $7,000 (indexed annually); and have that amount contributed to your SEP/IRA. The maximum SEP contribution, including salary reduction amounts and employer contributions, is the lesser of 15 percent of eligible compensation or $30,000. SEP contributions are not included in your taxable income. V. EXCESS CONTRIBUTIONS Amounts contributed to an IRA which exceed the maximum allowable contribution are treated as "excess contributions" and are subject to a nondeductible 6 percent penalty tax for each year in which the excess remains in the IRA. Excess contributions may be corrected and the 6 percent penalty tax avoided by withdrawal of the excess and any earnings thereon BEFORE THE DUE DATE (including extensions) of the tax return for the tax year for which the excess contribution was made. No deduction may be taken for the excess contributions and the earnings must be included in taxable income for the year the contribution was made. The earnings withdrawn may be subject to a 10 percent premature distribution tax if you are under age 59 1/2. See Section VII.B. An excess contribution may be withdrawn AFTER THE DUE DATE of the tax return (including extensions) with the following consequences: (a) If your total contribution for the tax year the excess contribution was made is $2,250 or less (or below the limit of your employer's SEP contribution), the excess contribution may be withdrawn without being included in income or being subject to the 10 percent premature distribution tax. No deduction may be taken for the excess contribution. Any earnings withdrawn will be included in income and may be subject to the premature distribution tax. (b) If your total contribution for the tax year in which the excess contribution was made exceeds $2,250 (or, if higher, the limit of your employer's SEP contribution), any excess contribution and any earnings on the excess withdrawn after the due date for tax filing (including extensions), will be includable in income in the year received and will be subject to any 10 percent premature distribution tax that may apply. Additionally, no deduction may be taken for the excess contribution for the year in which it is made. (c) Any excess contribution withdrawn after the due date for the tax filing (including extensions) for the year for which the contribution was made is subject to the 6 percent penalty tax on the amount of the excess contribution for the taxable year in which made and each tax year that it is still in your IRA at the end of the year. You may also correct an excess contribution to your IRA by treating the excess amount as contributed to your IRA in a subsequent year to the extent that the excess, when aggregated with your IRA contribution (if any) for the subsequent year, does not exceed the maximum amount for that year. You may be entitled to a deduction for the amount of the excess contribution that is applied in the subsequent year. VI. INVESTMENT OF ACCOUNT AND FINANCIAL DISCLOSURE The assets in your IRA will be invested by IFTC in mutual fund shares of The Omni Investment Fund in accordance with your instructions and Article VIII, paragraphs [2] and [10] of the Custodial Agreement. Growth in the value of your IRA cannot be Guaranteed or projected. However, the income and operating expenses of each allowable investment that you select for your IRA will affect the value of its shares and, therefore, the value of your IRA. The Omni Investment Fund prospectus for such shares contains information regarding current income and expenses of each of these investments. Reasonable fees and other expenses of maintaining your IRA may be charged to you or your IRA. The current annual Custodian's fee is set forth in the Application. A new fee may be substituted from time to time as provided in paragraph [7] of Article VIII of the Custodial Agreement. VII. DISTRIBUTIONS A. TAXATION OF DISTRIBUTION AS ORDINARY INCOME In general, you must include distributions from your IRA in your gross income for the year in which the distributions are received. There is a 10 percent additional income tax assessed against premature distributions to the extent such distributions are includable in income, as described in B. below. You may exclude from your income that portion of a distribution that constitutes a return of your properly reported nondeductible, contributions. The amount of the distribution excludable from income is the portion that bears the same ratio to the total distribution that your aggregate nondeductible contributions (not distributed in prior years) bear to the balance at the end of the year (calculated after adding back distributions made during the year) of your IRA. For this purpose, all of your IRAs are treated as a single IRA, and all distributions from an IRA during a taxable year are to be treated as one distribution. In addition, your gross income does not include any distribution from an IRA that is properly rolled over. Except as provided in D. below, you may roll over all or any part of property received in a distribution of assets, within 60 days of receipt, into another IRA or individual retirement annuity, and maintain the tax-deferred status of such assets. A rollover from one IRA to another may be made once every twelve months. Also, certain qualifying distributions which were rolled over into an IRA from employer tax- qualified plans may be rolled over into another employer tax-qualified plan. (You should seek competent tax advice regarding these rollovers.) As explained in Section V, certain distributions of excess contributions are not included in income. In addition, IRA contributions for a taxable year which do not exceed the contribution limits for such year may also be withdrawn without being included in income or being subject to a 10 percent premature distribution tax, as long as such contributions and earnings thereon are withdrawn prior to the due date (including extensions) of your federal income tax return for the tax year for which the contribution was made. The earnings withdrawn must be included in taxable income for the year in which the contribution was made and may be subject to the 10 percent premature distribution tax. B. TAX ON PREMATURE DISTRIBUTIONS To the extent they are included in income, distributions from your IRA made before you reach age 59 1/2 will be subject to a 10 percent nondeductible penalty tax (in addition to being taxable as ordinary income) unless the distribution is made on account of your death or disability, or the distribution is one of a scheduled series of payments over your life expectancy or the joint life expectancies of you and your beneficiary. C. TAX ON EXCESS DISTRIBUTIONS There is a 15 percent excise tax assessed against annual distributions from tax-favored retirement plans, including IRAs, which exceed the greater of $150,000 or $112,500 (indexed annually). To determine whether you have distributions in excess of this limit, you must aggregate the amounts of all distributions received by you during the calendar year from all retirement plans, including IRAs. If you have account balances or accrued benefits equal to at least $562,500 as of August 1, 1986, you may have a portion of the excess distributions exempted from the 15 percent additional tax. Please consult with your tax advisor for more complete information, including the availability of favorable elections. D. REQUIRED MINIMUM DISTRIBUTIONS 1. DURING YOUR LIFE The minimum distribution rules require that for your 70 1/2 year," and each year thereafter, you must make withdrawals from your IRA accounts that are at least equal to the "minimum distribution." Your 70 1/2 year is the calendar year that contains the date six months after your 70th birthday. Generally, you must withdraw an amount at least equal to the minimum distribution by December 31 of each year. However, for your 70 1/2 year, you may wait to withdraw the minimum distribution until April 1 of the following year. (This means that if you wait to make your withdrawal for the 70 1/2 year until April 1 of the following year, your total withdrawal in that year must equal the minimum distributions for two years - a withdrawal by April 1 that is equal to the minimum distribution for the 70 1/2 year and a second withdrawal by December 31 that is equal to the minimum distribution for that year. In each year thereafter, you must withdraw the minimum distribution for the year by December 31.) The amount of the minimum distribution is usually determined by dividing the account balance of your IRA, as of December 31 of the prior year, by a divisor (determined by Internal Revenue Service actuarial tables) that is based on your lift expectancy or the joint life and last survivor expectancy for you and your beneficiary. See Article IV of the Custodial Agreement for a more detailed explanation of how to calculate the minimum distribution. The distributions must also satisfy the minimum distribution incidental benefit rule, which generally will require distributions over a period less than the joint and last survivor expectancy of you and your designated beneficiary unless your beneficiary is your spouse or is no more than ten years younger than you. The IRS provides tables for determining the distribution needed to satisfy incidental benefit retirements. The minimum distribution required must be calculated separately for each IRA you own, but the amounts so determined may be totaled and taken from any one or more of your IRAs. You will be subject to a 50 percent excise tax on the amount by which the distribution you actually received in any year falls short of the minimum distribution required for the year. You may take your distribution in: - a lump sum; - equal or substantially equal payments over a specified period no longer than your lift expectancy or the joint life and last survivor expectancy of you and your designated beneficiary. Also, as described in Section VII.A., you may roll over your lump sum distribution to purchase an individual retirement annuity payable in equal or substantially equal payments over your lift or the joint and last survivor lives of you and your designated beneficiary. (See Article IV and Article VIII, paragraph 4, of the Custodial Agreement and IRS Publication 590 for a full description of permissible distribution methods.) 2. AFTER YOUR DEATH If you die before you reach age 70 1/2, distribution must be made to your beneficiary by December 31 of the fifth year following the year of your death unless, by December 31 of the year following your death, your beneficiary begins receiving distributions over a period not extending beyond your beneficiary's life expectancy. When your beneficiary is your spouse, however, distributions can be postponed until December 31 of the year in which you would have reached age 70 1/2, at which time your spouse must take them over a period not extending a beyond his or her life expectancy. See Article, IV of the Custodial Agreement and IRA Publication 590 for a more detailed explanation of how to calculate the minimum distribution. If you die after your required beginning date, the balance in the Custodial Account must continue to be paid at least as rapidly as under the method of payment being used prior to your death. If your beneficiary is your spouse, your beneficiary can elect to treat your IRA as his or her own IRA. The minimum distribution required must be calculated separately for each IRA, but the amounts so determined may be totaled and taken from any one or more IRAs. A payee is subject to a 50 percent excise tax on the amount by which a distribution for the year falls short of the minimum distribution required. Your beneficiary may take his or her distribution in: - a lump sum; - equal or substantially equal payments over a specified period no longer than his or her life expectancy. Also, as described in Section VII.A., a spousal beneficiary may roll over a lump sum distribution to purchase an individual retirement annuity payable in equal or substantially equal payments over his or her life expectancy. (Set Article IV and Article VIII, paragraph 4, of the Custodial Agreement and IRS Publication 590 for a full description of permissible distribution methods.) 3. FURTHER INFORMATION. This explanation only summarizes the minimum distribution rules. Other rules and exceptions may apply to you that are not discussed in this summary, including rules which, in some cases, would prevent you from using certain options described above. You should consult your personal tax advisor or IRS Publication 590 for more detailed information. VIII. LOSS OF TAX-EXEMPT STATUS OF IRA If you engage in any of the prohibited transactions listed in Section 4975 of the Code (such as any sale, exchange, or leasing of any property between you and your IRA) or if you take a loan from your IRA, your account will be disqualified and the entire balance of your account will be treated as if it had been distributed to you as of the first day of the year in which the prohibited transaction occurred. The fair market value of your IRA will be included in income in the year the prohibited transaction takes place and, if you are under age 59 1/2 at the time, you may be subject to the 10 percent penalty tax on premature distributions. Should you or your beneficiary pledge all or any portion of your IRA as security for a loan, the portion so pledged will be treated as if distributed to you, will be included in your income, and may be subject to the 10 percent premature distribution penalty during the year in which the pledge occurred. IX. OTHER TAX CONSIDERATIONS A. FEDERAL INCOME TAX WITHHOLDING Federal income tax will be withheld on amounts distributed from your IRA unless you elect not to have withholding apply. Generally, tax will be withheld at a 10 percent rate. At the time of distribution from your IRA, you will be notified of your right to elect not to have withholding apply and will be provided with the appropriate election form. If your IRA distribution is to be delivered outside of the U.S., you may elect not to have withholding apply only if you certify to the Custodian that you are not a U.S. citizen residing, overseas or a "tax avoidance expatriate" as described in Section 877 of the Internal Revenue Code. (The distribution may also be subject to state withholding laws.) B. DISTRIBUTION NOT ELIGIBLE FOR LUMP-SUM AVERAGING OR CAPITAL GAINS TREATMENT No distribution to you or anyone else from your account can qualify for capital gains treatment under the federal income tax laws or for the five- or ten-year averaging available with respect to certain lump sum distributions from other types of retirement plans. The distribution is taxed to the person receiving it as ordinary income. C. GIFT TAX If you elect during your lifetime to have all or any part of your account payable to beneficiary at or after your death, the election will not subject you to any gift tax liability. D. REPORTING FOR TAX PURPOSES You must report deductible IRA contributions and distributions on your tax Form 1040 or 1040A for the taxable year in which the contributions or distributions were made. If you make any nondeductible contributions, you must include the amount of such nondeductible contributions and the aggregate account balance of all your IRAs as of the end of the calendar year on Form 8606. Additional reporting is required in the event that special taxes or penalties described herein are due. You must file Form 5329 with the IRS for each taxable year in which the contribution limits are exceeded, a premature distribution takes place, less than the required minimum amount is distributed from your IRA, or excess distributions are made. X. IRS APPROVAL & INFORMATION This IRA has not been submitted to the IRS for approval as to form because it incorporates Form 5305-A issued by the IRS. This Disclosure Statement provides only a summary of the laws governing IRAs. You should consult your personal tax advisor or IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS, for more detailed information. This publication is available from your local IRS office or by calling 1-800-TAX-FORMS. EX-14.E 9 IRA ACCOUNT APPLICATION THE OMNI INVESTMENT FUND INDIVIDUAL RETIREMENT ACCOUNT APPLICATION ========================================================================== Account Holder Name__________________________________________________________ Home Address__________________________________________________ City ____________________ State____________Zip________________ Home Phone (___) ___ - ____Business Phone (___) ___ - ____ Date of Birth __ - __ - ____ Social Security # ___ - __ - ____ ========================================================================== Investment Instructions Under the provisions of my Individual Retirement Account (IRA), I understand that the options available to me are limited to investments in The OMNI Investment Fund and are governed by the terms of the current prospectus. By giving instructions to invest in The OMNI Investment Fund, I acknowledge receipt of such prospectus. The minimum initial investment is $1,000.00. IFTC, as custodian of your IRA, charges an annual administrative fee of $12.00 per fund investment. You may enclose a separate check for this fee, or include it in your purchase total. This fee is subject to change. Deposit Amount $_______________ The OMNI Investment Fund ___ $12 Custodian Fee Included Total Amount of Check Enclosed $__________ SEND TO: DST Systems, Inc., c/o The OMNI Investment Fund, P.O. Box 419958, Kansas City, MO 64141 ============================================================================= Type of Account & Contributions ___ Normal IRA - Contributions Current Tax Year 19___ $__________ Prior Tax Year 19___ $__________ ___ SEP IRA - Contributions ___ Self Employed (Employer Contributions) Current Tax Year 19___ $__________ ___ Receive My Employer's Contributions Prior Tax Year 19___ $__________ ___ Receive Salary Reductions from Employer ___ IRA - Contribution $__________ Rolled Over within 60 days of my receipt from ___ My Employer's Qualified Plan ___ My 403(b) plan ___ My IRA ___ My SEP IRA ___ Direct Rollover from ___ my Employer's Qualified Plan ___ my 403(b) plan (Please complete The OMNI Investment Fund Direct Rollover Request) ___ Transfer Assets direct from another IRA (Please complete The OMNI Investment Fund Transfer Request) ___ Transfer Assets direct from IRA R/O (conduit account) previously rolled over from ___ my Qualified Plan ___ my 403(b) plan Please complete The OMNI Investment Fund Transfer Request) ============================================================================= DESIGNATION OF BENEFICIARY(IES): I designate the individual(s) named below the Beneficiary(ies) of this IRA. I revoke all prior IRA Beneficiary designations, if any, made by me for these assets. I understand that I may change or add Beneficiaries at any time by written notice to the Custodian. If I am not survived by any Beneficiary, my Beneficiary shall be my estate. (If no percentage is specified, primary beneficiaries will share the account balance equally.) PRIMARY BENEFICIARY(IES) Name___________________ Percent of Acct. ____ Percent SS#_____ Birthdate_________ Relationship ____________________ Address______________________________________________ Name___________________ Percent of Acct.____ Percent SS# ______ Birthdate__________Relationship _____________________ Address_______________________________________________ CONTINGENT BENEFICIARY(IES) Name __________________ Percent of Acct._____ Percent SS#______ Birthdate _________ Relationship _____________________ Address_________________________________________________ Name ___________________ Percent of Acct._____ Percent SS# ____ Birthdate __________________Relationship_____________________ Address______________________________________________________ ========================================================================== Spousal Consent: (This section should be reviewed if the account holder is married and designates a beneficiary other than the spouse. It is the account holder's responsibility to determine if this section applies. The account holder may need to consult with legal counsel. Neither the Custodian nor the Sponsor are liable for any consequences resulting from a failure of the account holder to provide proper spousal consent.) I am the spouse of the above named account holder. I acknowledge that I have received a full and reasonable disclosure of my spouse's property and financial obligations. Due to any possible consequences of giving up my community property interest in this IRA, I have been advised to see a tax professional or legal advisor. I hereby consent to the beneficiary designation(s) indicated above. I assume full responsibility for any adverse consequence that may result. No tax or legal advice was given to me by the Custodian or Sponsor. _____________________________ ________________ SIGNATURE OF SPOUSE DATE _____________________________ ________________ SIGNATURE OF WITNESS FOR SPOUSE DATE =========================================================================== Account holder Signature: Important: Please read before signing By signing this Application establishing an IRA, the undersigned: (1) establishes an Individual Retirement Account pursuant to the Internal Revenue Code of 1986, as amended, and in accordance with all the terms of the custodial Agreement on Form 5305A, (2) certifies that all contributions to the IRA meet the requirements of the Code governing such contributions, (3) appoints Investors Fiduciary Trust Company, or its successors, as Custodian on the Account, (4) states that he or she has received, read, accepts and specifically incorporates herein the Custodial Agreement to the Custodian necessary to enable the Custodian to carry out its duties under the Custodial Agreement, and (6) agrees that he or she has received and read the Prospectus for the investment selected and that this account will be subject to the Custodial Agreement as amended from time to time. Under penalties of perjury, I certify that the number shown on this form is my correct social security number. SIGN HERE: __________________________ _____________ Signature of Depositor Date ========================================================================== Acceptance of Custodian: Investors Fiduciary Trust Company EX-14.F 10 IRA TRANSFER AND DIRECT ROLLOVER REQUEST FORM THE OMNI INVESTMENT FUND IRA TRANSFER AND DIRECT ROLLOVER REQUEST ============================================================================= To transfer assets from an existing IRA or to complete a direct rollover from a qualified employer plan, 403(b) account or Keogh to The OMNI Investment Fund IRA, complete this form and attach a copy of a current statement from your existing IRA or qualified retirement plan. If you are opening a new IRA, also attach your completed IRA application to this form. Return this form and the applicable attachments to DST Systems, Inc., c/o The OMNI Investment Fund, P.O. Box 419958, Kansas City, MO 64141. ============================================================================== CUSTODIAN OF EXISTING ACCOUNT: TODAY'S DATE _________________ _____________________________ ______________________________ Custodian Name Your Social Security No. _____________________________ ______________________________ Custodian Address Your Name _____________________________ ______________________________ Address _____________________________ _______________________________ Custodian Telephone Number City State Zip ============================================================================== INSTRUCTIONS TO CUSTODIAN OF EXISTING ACCOUNT NUMBER__________________ FBO NAME____________________________ I have established an OMNI Investment Fund Individual Retirement Account with Investors Fiduciary Trust Company as Custodian. Please withdraw assets from my account in your custody in the following manner and send a check payable to Investors Fiduciary Trust Company (IFTC) Individual Retirement Account FBO my name. Mail to DST Systems, Inc., c/o The OMNI Investment Fund, P.O. Box 419958, Kansas City, MO 64141. Type of Account to be transferred (check one): ___ IRA ___ SEP IRA ___ Conduit IRA established by prior rollover from qualified plan ___ Direct Rollover from qualified plan, keogh, 403(b) Custodial Account/Annuity ___ Other (List Type)___________________________________________ Portion of account to be transferred (check one): ___ All of the assets in my account ___ $_____________ or ___ percent of my account. If you are transferring a certificate of deposit IRA choose one of the options below: ___ Liquidate prior to maturity date. I am aware of and acknowledge the penalty I will incur from an early withdrawal. ___ Liquidate at maturity. (Maturity date must be within 60 days. If the maturity date is less than 15 days from the date of this request, you may want to contact your custodian bank to prevent automatic reinvestment of the account.) ============================================================================== INSTRUCTIONS TO INVESTORS FIDUCIARY TRUST COMPANY: Please invest the assets transferred from my existing account to: The OMNI Investment Fund account number________________________ ============================================================================= AUTHORIZATIONS: Shareholder Authorization: I hereby authorize Investors Fiduciary Trust Company to deposit the assets received from my existing IRS, qualified employer plan or Section 403(b) account according to the terms stated in this IRA Transfer Request Form. I hereby acknowledge that strict requirements must be met to qualify for tax-free rollover or transfer treatment; I hereby certify that the source of the transfer or rollover contribution qualifies the contribution as such. SIGN HERE:____________________________________________ ____________ Signature Date Custodian Authorization: Investors Fiduciary Trust Company hereby accepts its appointment as Custodian of the above IRA account and upon receipt of assets, will deposit such assets in The OMNI Investment Fund IRA on behalf of the Depositor authorizing this transfer or direct rollover. Investors Fiduciary Trust Company -----END PRIVACY-ENHANCED MESSAGE-----