EXHIBIT 99.7
MELLON INVESTOR SERVICES RFP RESPONSE
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[LOGO] Mellon
MELLON INVESTOR SERVICES
REQUEST FOR PROPOSAL (RFP) RESPONSE
ATLANTIC COAST FEDERAL
PRESENTED TO: FRIEDMAN BILLINGS RAMSEY
Prepared by: Peter Duggan
Date: February 25, 2004
CONFIDENTIALITY STATEMENT
The content of this proposal is confidential and has been prepared strictly for
the above-mentioned transaction. We request that you treat this proposal and
subsequent correspondence as confidential and proprietary information. You shall
not distribute nor reproduce this information to any third party without Mellon
Investor Services' expressed written permission.
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Appendix A
TERMS
Mellon Investor Services has prepared the following pricing information in
response to your request for services. This proposal is based on the following
terms:
|X| Mellon would act as conversion agent for the S&L conversion.
|X| There are approximately 66,000 depositors (28,541 households).
|X| Mellon would receive files and file layouts and convert both the
eligible record date file and the supplemental eligible record date
file.
|X| Mellon would consolidate "like" accounts and further perform a
household sort.
|X| Mellon would print the blank subscription forms and imprint the
subscription forms with depositary details.
|X| Mellon will either ship the forms to the client's mail-house or will
arrange for the mailing at additional cost.
|X| Friedman Billings Ramsey (FBR) would act as subscription agent,
receiving the subscription forms and payments. Subscription cards would
be batched daily and sent to Mellon overnight for entry onto our
system.
|X| Mellon would calculate the interest due to depositors and issue checks
for the interest as well as any refunds due. Mellon would reconcile the
check processing and perform the tax reporting for the interest
payments.
|X| Mellon will create a Folio View CD with depositor details for inquiry
by the client at the end of the transaction.
|X| FBR will handle the call center work for this project.
|X| Proxy tabulation has already been completed and not contemplated as
part of this proposal.
NOT INCLUDED BUT AVAILABLE FOR PRICING SHOULD YOU BE INTERESTED ARE:
|X| Subscription Agent Services
|X| Mail Services
|X| Call Center Services
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APPENDIX B
MELLON INVESTOR SERVICES LLC
SCHEDULE OF FEES
AS CONVERSION AGENT
ACCEPTANCE FEE (INCLUDES PROJECT MANAGEMENT) $10,000.00
CONVERSION OF FILES, PER RECORD $.23
CONSOLIDATION OF "LIKE" ACCOUNTS, PER CONSOLIDATED RECORD $.10
HOUSEHOLD SORT, PER HOUSEHOLD $.10
IMPRINTING SUBSCRIPTION FORMS SET-UP $1,500.00
8.5" x 11".......... $.15 per form
8.5" x 14".......... $.20 per form
11" x 17" (folded).. $.25 per form
ISSUE, DELIVER AND RECONCILE PAYMENT CHECKS, EACH $1.00
PREPARE AND FILE FORM 1099B, EACH $.25
With Depositor and Appropriate Government
Agencies
FOLIO VIEW CD $3,500.00
SPECIAL SERVICES (IF REQUIRED)
* Changes to file after conversion $50.00/account
including transfer journal updates
* Attorney Review of Agreement (if there are $1,000.00
significant variations on the standard language)
* Programming Costs $250/hour
* Conversion Delays $500.00
* Mail Date changes $500.00
* Effective Date changes $500.00
* Additional Special Services By Appraisal
OUT OF POCKET EXPENSES ADDITIONAL
Including Postage, Printing, Stationery,
Overtime, Transportation, Imprinting etc.
MINIMUM $75,000.00
Exclusive of Special Services and out of pocket expenses
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APPENDIX C
Date
Mellon Investor Services
85 Challenger Road
Ridgefield Park, NJ 07660
Attn: Head of Administration
Dear Sir or Madam:
In response to your proposal, we agree to appoint Mellon Investor Services in
the following capacities:
o CONVERSION AGENT
We understand the pricing from your proposal which we have attached (Appendix B)
is based on the terms which are also attached (Appendix A). Any material change
in terms may lead to a change in pricing.
Additionally, we agree that in the event the transaction does not happen, we
will pay MIS the greater of 50% of the project minimum revenue or the expense
associated with work performed up to the point MIS is notified, whichever is
greater. In addition, we understand we will also be billed for any out-of-pocket
expenses incurred up to that point.
WE RECOGNIZE THAT YOU CANNOT BEGIN WORK ON THE TRANSACTION UNTIL WE HAVE SIGNED
THIS LETTER OF INTENT AND RETURNED IT TO YOU AND THAT YOU CANNOT MAIL OR BEGIN
PROCESSING UNTIL AN AGREEMENT IS EXECUTED BETWEEN OURSELVES AND MELLON.
Please contact me with your working party list as soon as practicable.
Sincerely,
Agreed Accepted:
Signature: /s/ Robert J. Larison
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Name:
Title:
Company:
Date: 3/08/04
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