Fund Accounting
And Compliance Administration
Agreement
This Fund Accounting And Compliance Administration Agreement ("Agreement"), made
and entered into this 28th day of March, 2002, by and between FSP Investment
Trust, a Delaware business trust (the "Trust"), and The Nottingham Management
Company, a North Carolina corporation (the "Administrator").
WHEREAS, the Trust is registered as an open-ended management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust wishes to retain the Administrator to provide certain
administrative services to the Trust in the manner and on the terms set forth
therein;
WHEREAS, Administrator is willing to furnish and/or arrange for such services in
the manner and on the terms hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
in this Agreement and intending to be legally bound, the Trust and Administrator
agree as follows:
1. Retention of the Administrator. The Trust hereby retains and appoints
the Administrator to act as the administrator to provide or procure
certain administrative and other services with respect to the funds
identified on Schedule 1 ("Fund" or "Funds" as the context requires),
attached hereto and made a part hereof, for the period and on the
terms set forth in this Agreement. The Administrator hereby accepts
such appointment and agrees to render the services herein set forth
under the terms and conditions of this Agreement.
2. Duties of Administrator. Subject to the policies and direction of the
Trust's Board of Trustees ("Trustees"), the Administrator shall
provided, or cause to be furnished by others, the fund accounting,
administrative and other services reasonably necessary for the
operation of the Trust and Funds as set forth in Exhibit A, attached
hereto and made a part hereof.
3. Allocation of Charges and Expenses.
a. The Administrator. The Administrator will furnish at its own
expense the executive, supervisory and clerical personnel
reasonably necessary to perform its obligations under this
Agreement. Except as otherwise provided hereunder, Administrator
will also provide the items which it is obligated to provide
under this Agreement. In addition, Administrator will pay all
compensation, if any, of any officers or Trustees of the Trust
who are affiliated persons of the Administrator or any affiliated
corporation of Administrator; provided, however, that unless
otherwise specifically provided, the Administrator will not be
obligated to pay the compensation of any employee of the Trust
retained by the Trustees to perform services on behalf of the
Trust.
b. The Trust. The Trust assumes and will pay, or cause to be paid,
all other expenses of the Trust and the Funds not otherwise
allocated in this Agreement, including, without limitation, the
following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to portfolio
transaction of the Funds;
(iv) Interest charges, fees and expenses of the custodian of the
Funds' portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing and
transfer agent(s);
(vi) Fees and expenses of the Trust's fund accounting agent and
administrator, in accordance with Section 4 herein;
(vii) Costs, as may be allocable to and agreed upon in advance by
the Trustees and the Administrator, of all non-executive
and clerical personnel and all data processing equipment
and software in connection with the provision of fund
accounting and recordkeeping services functions as
contemplated herein;
(viii) Auditing and legal expenses of the Trust and the Funds;
(ix) Cost of maintenance of the Trust's (including the Funds')
existence as a legal entity;
(x) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(xi) Costs and expenses of Trust meetings;
(xii) Costs and expenses of initial and ongoing registration of
the Funds' shares under Federal and state securities laws;
(xiii) Costs of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to
existing shareholders;
(xiv) Costs of fidelity bonds and Trustees and officers/errors
and omissions insurance policies;
(xv) The Advisory fees and expenses payable to each Funds'
Investment Advisor;
(xvi) Costs of pricing services;
(xvii) Litigation and other extraordinary or nonrecurring expenses
involving the Trust or the Funds;
(xviii)Direct out-of-pocket costs in connection with the Trust's
and the Funds' activities, such as the costs of telephone
services (but not telephone equipment), long distance
telephone and wire charges, postage and the printing of
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special forms and stationery, copying charges, financial
publications used in connection with the Trust's and the
Funds' activities, third party storage fees of the Trust's
and the Funds' files and records, etc.; and
(xix) Other actual out-of-pocket expenses of the Administrator as
may be agreed upon in writing from time to time.
4. Compensation of the Administrator.
a. Administration Fees. For the services to be rendered, the
facilities furnished and the expenses assumed by the
Administrator pursuant to this Agreement, the Trust will promptly
pay (or cause the Funds' to promptly pay) to the Administrator
compensation as specified in Exhibit B attached hereto. The Trust
will also promptly reimburse the Administrator for its reasonable
out-of pocket expenses, including without limitation, the travel
and lodging expenses incurred by officers and employees of the
Administrator in connection with attendance at meetings of the
Trust's Board of Trustees. In addition, the Administrator shall
be entitled to additional compensation for any special projects
or services requested by the Trust, such projects and services
and Administrator's compensation in connection therewith to be
mutually agreed upon.
b. Partial Month Compensation. If this Agreement becomes effective
subsequent to the first day of the month or terminates before the
last day of the month, the Administrator's compensation for that
part of the month in which this Agreement is in effect will be
prorated in a manner consistent with the calculation of the fees
as set forth in Subsection 4.a. above.
c. Compensation from Transactions. The Trust hereby authorizes any
entity or person associated with the Administrator which is a
member of a national securities exchange to effect any
transaction on the exchange for the account of the Trust which is
permitted by Section 11(a) of the Securities Exchange Act of 1934
and the Rule 11a2-2(T) thereunder, and the Trust hereby consents
to the retention of compensation for such tractions in accordance
with Rule 11a2-2(T)(a)(2)(iv).
d. Survival of Compensation Rates. All rights of compensation under
this Agreement for services performed as of the termination date
will survive the termination of this Agreement. In addition, upon
a liquidation (as defined in Section 10 of this Agreement) or
upon termination of this Agreement as to any Fund the
Administrator shall be entitled to such other compensation as set
forth in Exhibit B.
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5. Limitation of Liability of the Administrator. The duties of the
Administrator will be confined to those expressly set forth in the
Agreement, and no implied duties are assumed by or may be asserted
against the Administrator under this Agreement. The Administrator will
not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in
carrying out its duties under this Agreement, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties under this Agreement, except as may otherwise
be provided under provisions of applicable law which cannot be waived
or modified by this Agreement. Administrator will not be responsible
for losses beyond its control. Notwithstanding anything in this
Agreement to the contrary, Administrator shall not be liable for any
consequential, special, indirect losses or damages, regardless of
whether the likelihood of such losses or damages was known by the
Administrator. (As used in this Section 5 and in Section 6 below, the
term "Administrator" will include directors, officers, employees and
other agents of the Administrator as well as the Administrator
itself).
6. Indemnification of Administrator. Trust assumes full responsibility
and will indemnify and defend the Administrator and hold it harmless
from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses,
damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses, and liabilities (including reasonable
investigation expenses) of every nature and character arising or
occurring directly or indirectly out of Administrator's relationship
to the Trust under this Agreement or any of Administrator's action
taken or nonactions with respect to the performance of services under
this Agreement; provided, however, Administrator shall not be
indemnified against any liability arising out of its own willful
misfeasance, bad faith or gross negligence in the performance of its
duties or its own reckless disregard of its duties or obligations
under this Agreement. The indemnity and defense provisions set forth
herein shall indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation
with respect to which indemnification hereunder may ultimately be
merited. In order that the indemnification provision contained herein
shall apply, however, it is understood that if in any case the Trust
may be asked to indemnify, defend or hold the Administrator harmless,
the Trust shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood
that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or
appears likely to present the probability of such a claim for
indemnification against the Trust, but failure to do so in good faith
will not affect the rights under this Agreement.
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The Trust will be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any
claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense will be conducted by
counsel chosen by the Trust and satisfactory to the Administrator,
whose approval will not be unreasonably withheld. In the event the
Trust elects to assume the defense of any suit and retain counsel, the
Administrator will bear the fees and expenses of any additional
counsel retained by it, absent a conflict of interest between the
Trust and the Administrator. In the event of a conflict between the
Trust and the Administrator or if the Trust does not elect to assume
the defense of a suit, the Trust shall reimburse the Administrator for
the reasonable fees and expenses of any counsel retained by
Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult with counsel for the Trust or its own counsel and with
accountants and other experts with respect to any matter arising in
connection with the Administrator's duties, and the Administrator will
not be liable or accountable for any action taken or omitted by it in
good faith in accordance with such instructions or with the opinion of
such counsel, accountants or other experts. Also, the Administrator
will be protected in acting on any document which it reasonably
believes to be genuine and to have been signed or presented by the
proper person or persons. Nor will the Administrator be held to have
notice of any change of authority of any officers, employee or agent
of the Trust until receipt of written notice thereof from the Trust.
Should the foregoing indemnification agreement be found unenforceable
or that contribution is required from Administrator, then the
Administrator's aggregate contribution for all losses, claims, damages
or liabilities, including rescission liabilities, shall not exceed the
value of all fees earned by and expenses reimbursed to the
Administrator pursuant to this Agreement. No person or entity guilty
of fraudulent misrepresentation shall be entitled to contribution from
any person or entity who is not so guilty.
7. Activities of the Administrator. The services of the Administrator
rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have
other businesses and interests. It is understood that Trustees,
officers, employees, shareholders of the Trust are or may be or become
interested in the Administrator, as directors, officers, employees and
shareholders or otherwise and that directors, officers, employees and
shareholders of the Administrator and its counsel are or may be or
become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or
otherwise.
8. Confidentiality. The Administrator agrees on behalf of itself and its
employees to treat confidential all records and other information
relative to the Trust and its prior, present or potential shareholders
and not to use such records and information for any purpose other than
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performance of its responsibilities and duties under this Agreement,
except after prior notification to and approval in writing by the
Trust, which approval will not be unreasonable withheld.
Notwithstanding the forgoing, the Administrator may divulge such
confidential records and information where the Administrator may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested by duly constituted authorities, when so
requested by the Trust's investment adviser, distributor, custodian,
transfer agent, outside legal counsel or independent public
accountants, or when so requested by the Trust. For purposes of this
Section 8, the following records and other information shall not be
considered confidential: (a) any record or other information which is
or becomes publicly available through no fault of Administrator; (b)
any record and other information which is released by the Trust in a
public release; (c) any record or other information which is lawfully
obtained from third parties who are not under an obligation to keep
such information confidential, or (d) any record or other information
previously known by Administrator.
9. Equipment Failures. In the event of equipment failures beyond the
Administrator's reasonable control, the Administrator will take
reasonable steps to minimize interruptions to the services provided by
Administrator under this Agreement but will have no liability with
respect thereto.
10. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act and other laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by the Administrator under this Agreement.
11. Duration and Termination Of This Agreement. This Agreement will
become effective as of the date first above written and shall continue
in effect for a period of one (1) year (the "Initial Term"), unless
earlier terminated by either party hereto as provided hereunder. This
Agreement shall be renewed automatically for successive periods of one
year after the end of the Initial Term (the "Renewal Term"), unless
written notice of non-renewal is provided by either party to the other
party in writing not less than ninety (90) days prior to the end of
the then current term. This Agreement may also be terminated (a) by
mutual written agreement of the parties; (b) by either party on such
date as is specified in written notice given by the terminating party,
in the event of a material breach of this Agreement by the other
party, provided the terminating party has notified the other party of
such breach at least 45 days prior to the specified date of
termination and the breaching party has not remedied or cured such
breach by the specified date; (c) effective upon the liquidation of
either party; or (d) as to any Fund, effective upon the liquidation of
such Fund. For purposes of this Section 11, the term "liquidation"
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will mean a transaction in which the assets of the Administrator, the
Trust or a Fund are sold or otherwise disposed of and proceeds
therefrom are distributed in cash to the shareholders or owners in
complete liquidation of the interest of such shareholders or owners in
the entity.
12. Independent Contractor. The Administrator will, for purposes stated
in this Agreement, be deemed an independent contractor and, unless
otherwise expressly provided or authorized, will have no authority to
act or represent the Trust in any way and will not be deemed an agent
of the Trust.
13. Assignment. This Agreement shall not be assignable by either party
without the written consent of the other party, such consent not to be
unreasonable without held or delayed. Notwithstanding the forgoing,
the Administrator may, at its expense unless provided otherwise in the
Agreement, subcontract with any entity or person concerning the
provision of the services contemplated hereunder. The Administrator
shall not, however, be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor. The Agreement
shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
14. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against
which enforcement of such change or waiver is sought.
15. Books and Records.
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a. Record Maintenance. The Administrator shall maintain customary
books and records in connection with its duties as specified in
this Agreement. Any books or records required to be maintained
and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940
Act which are prepared and maintained by the Administrator on
behalf of the Trust shall be the property of the Trust and will
be made available to or surrendered promptly to the Trust on
request. Notwithstanding the forgoing, Administrator shall be
entitled to keep copies of any books or records that
Administrator may be required to retain by law or regulation.
Unless otherwise agreed upon by the Administrator and the Trust,
Administrator may subcontract to a third party the storage and
maintenance of the Trust's books and record and such costs and
expenses shall be the responsibility of Trust.
In case of any request or demand for the inspection of such
records by an another party, the Administrator will notify the
Trust and follow the Trust's instructions as to permitting or
refusing such inspection; provided that the Administrator may
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exhibit such records as provided in Section 8 above and to any
person in any case where it is advised by its counsel that it may
be held liable for failure to do so, unless (in cases involving
potential exposure only to civil liability) the Trust has agreed
to indemnify the Administrator against such liability.
b. Delivery of Documents. The Trust shall provide the Administrator
with the necessary documents, records and other information in
its possession or control to enable the Administrator to perform
its duties and obligations under this Agreement, including
without limitation, a copy of the Trust documents and any
amendments thereto.
c. Converting to Administrator's System. The Trust agrees to
cooperate with the Administrator in converting to Administrator's
data processing system and software ("Administrator's System") to
the extent necessary for Administrator to perform Administrator's
duties under this Agreement. Notwithstanding anything to the
contrary in this Agreement, the Trust acknowledges and agrees
that all computer programs and procedures developed by or for
Administrator to perform its duties and services under this
Agreement, including without limitation Administrator's System,
are and shall remain the sole property of the Administrator.
16. Definitions of Certain Terms. The terms "interested persons" and
"affiliated person," when used in this Agreement, will have respective
meaning specified in the 1940 Act and the rules and regulations under
this Agreement, subject to such exemptions as granted by the
Securities and Exchange Commission.
17. Notice. Any notice required or permitted to be given by either party
to the other party shall be in writing and will be deemed sufficient
if personally delivered or sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other
party at following addresses (or such other address for a party as
shall be specified by like notice):
If to Administrator, at:
The Nottingham Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
Chairman and CEO
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If to Trust, at:
FSP Investment Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: C. ▇▇▇▇▇ ▇▇▇▇▇▇, III
Secretary
18. Governing Law. This Agreement shall be governed by the laws of the
State of North Carolina without regard to the principles of conflict
of laws, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisors Act of 1940,
or any applicable rule or order of the Securities and Exchange
Commission.
19. Consent to Jurisdiction and Venue. The parties hereto submit to the
personal jurisdiction and venue in the Superior Court in ▇▇▇▇ County,
North Carolina or the United States Court for the Eastern District of
North Carolina for any action brought by the parties hereto arising
out of a breach or threatened breach of this Agreement.
20. Construction. If any provision of this Agreement, or portion thereof,
shall be determined to be void or unenforceable by any court of
competent jurisdiction, then such determination shall not affect any
other provision of this Agreement, or portion thereof, all of which
other provisions and portions thereof shall remain in full force and
effect. If any provision of this Agreement, or portion thereof, is
capable of two interpretations, one of which would render the
provision, or portion thereof, void and the other which would render
the provision, or portion thereof, valid, then the provision, or
portion thereof, shall have the meaning which renders it valid. In
addition, the language used herein shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against either party.
21. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and
the same instrument.
22. Entire Agreement. This Agreement, including all exhibits, schedules
and attachments, comprise the entire agreement among the parties
hereto with respect to subject matter hereof and supersede all other
prior agreements, understandings and letters related to this
Agreement. The headings in this Agreement have been inserted solely
for ease of reference and shall not be considered in the
interpretation or construction of this Agreement.
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23. Trust Obligation. A copy of the Trust's Trust Instrument will be made
available to the Secretary of the State of Delaware and it is
understood that this Agreement has been executed on behalf of the
Trust by a trustee of the Trust in his or her capacity as trustee and
not individually. The obligations of this Agreement shall only be
binding upon the assets and property of each Fund and shall not be
binding upon any trustee, officer or shareholder of the Trust
individually.
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
signed as of the day and year first above written.
Trust:
FSP INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman
[seal]
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇, III
Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇, III
Title: President
[seal]
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Schedule 1
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To the Fund Accounting and Compliance Agreement
Dated as of March 28, 2002
The following fund(s) are covered by the Agreement:
1. Franklin Street Core Equity Fund
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Exhibit A
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To the Fund Accounting and Compliance Agreement
Dated as of March 28, 2002
The Administrator shall provide, or cause to be provided by others, the
following services:
1. Accounting and Administrative Services. The Administrator will provide
the Trust with administrative services, regulatory reporting, fund
accounting and related portfolio accounting services, adequate office
space, equipment, personnel, compensation and facilities (including
facilities for regular trustees' meetings) for handling the affairs of
the Fund(s) and such other services as the Trustees may, from time to
time, reasonably request, and the Administrator may, from time to
time, reasonably determine to be necessary to perform its obligations
under this Agreement. In addition, at the request of the Trustees, the
Administrator will make reports to the Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the forgoing, the Administrator
will:
a. Calculate contractual Trust expense and control all disbursements
for the Trust, and, as appropriate, compute each Fund's yields,
total return, expense ratios, portfolio turnover rate and, if
required, portfolio average dollar-weighed maturity;
b. Assist Trust counsel with the preparation of prospectuses,
statements of additional information, registration statements and
proxy materials;
c. Prepare such reports, applications and documents (including
reports regarding the sale and redemption of shares as may be
required in order to comply with Federal and/or state securities
laws) as may be necessary or desirable to register the Trust's
shares with state securities authorities, monitor sale of Trust's
shares for compliance with state securities laws, and file with
the appropriate state securities authorities the registration
statements and reports for the Trust and the Trust's shares with
state securities authorities to enable the Trust to make a
continuous offering of its shares;
d. Develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the solicitations of
proxies solicited by the Trust for all shareholder meetings,
including tabulation process for shareholder meetings;
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e. Coordinate with Trust counsel the preparation and negotiation of,
and administer contracts on behalf of the Trust with, among
others, the Trust's investment adviser(s), distributor(s) and
transfer agent(s);
f. Maintain the Trust's general ledger and prepare the financial
statement, including expense accruals and payments, determine the
net asset value of the Trust's assets and of the Trust's shares,
and supervise the Trust's transfer agent(s) with respect to
payment of dividends and other distributions to shareholders;
g. Calculate performance data of the Trust and its Fund(s) for
dissemination to information services covering the investment
company industry;
h. Assist in the preparation and filing of the Trust's tax returns;
i. Examine and review the operations and performance of the various
organizations providing services to the Trust or any Fund of the
Trust, including the Trust's investment adviser(s),
distributor(s), custodian(s), transfer agent(s), outside legal
counsel and independent public accountants, and at the request of
the Board of Trustees, report to the Trustees on the performance
of such organizations;
j. Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing
of the Trust's semi-annual and annual reports to shareholders;
k. Provide internal legal and administrative services as reasonable
requested by the Trust from time to time, including preparation
of materials for the quarterly meetings of the Board of Trustees;
l. Assist with the design, development, and operation of the Trust,
including new Funds and class investment objectives, policies and
structure;
m. Identify individuals acceptable to the Trustees for nomination,
appointment, or elections as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs
as determined by the Trustees;
n. Advise the Trust and its Trustees on matters concerning the Trust
and its affairs;
o. Obtain and keep in effect fidelity bonds and Trustees and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7)
under the 1940 Act as such bonds and policies are approved by the
Trust's Board of Trustees;
p. Monitor and advise the Trust and its Fund(s) on their registered
investment company status under the Internal Revenue Code of
1986, as amended;
q. Perform all normal and customary administrative services and
functions of the Trust and each Fund to the extent administrative
services and functions are not provided to the Trust or such Fund
pursuant to the Trust's or such Fund's investment advisory
agreement, distribution agreement, custodian agreement or
transfer agent agreement or similar type of service provider
agreement;
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r. Furnish advice and recommendations with respect to other aspects
of the business and affairs of the Fund(s) as the Trust and the
Administrator shall determine desirable; and
s. Prepare and file with the SEC the semi-annual report for the
Trust on Form N-SAR and all required notices pursuant to Rule
24f-2.
2. Custodian Services. The Administrator shall also procure on behalf of
the Trust and Fund(s) a custodian or custodians for the Fund(s) to
provide for the safekeeping of the Funds' assets. Administrator shall
be responsibly for compensating such custodian or custodians out of
Administrator's compensation as set forth in Exhibit B of this
Agreement. Such custodian or custodians shall be subject to the
approval of the Trustees. The Trust may be a party to any forgoing
agreement.
3. Other Services. The Administrator will perform other services for the
Trust as agreed from time to time, including, but not limited to
performing internal audit examinations, mailing the annual reports of
the Fund(s); preparing any annual list of shareholders; and mailing
notices of shareholders' meetings, proxies and proxy statements, for
all which the Trust will pay the Administrator's out-of-pocket
expenses.
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Exhibit B
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To the Fund Accounting and Compliance Agreement
Dated as of March 28, 2002
For the services delineated in the Agreement, the Administrator shall be
compensated at the rates specified below. Such compensation will be calculated
and accrued daily, and paid to the Administrator monthly. Where applicable, the
fee shall be calculated based upon the average daily net assets of each Fund.
The following fees shall be paid for each Fund:
FUND ACCOUNTING FEE
Base fee: $2,250 per month per Fund
--------
Class Fee: $750 per month for each additional class of shares
---------
Asset base fee: Annual fee of 1 basis point
--------------
ADMINISTRATION FEE
Asset based fee:
---------------
Annual
Net Assets Fee
-------------------- -------
On the first $50 million 0.125%
On the next $50 million 0.100%
On all assets over $100 million 0.075%
Minimum asset base fee per month: $2,000.00
--------------------------------
OUT OF POCKET
Securities pricing:
------------------
$0.25 per equity per pricing day priced
$1.00 per foreign security per pricing day
$0.50 per U.S. Treasury
$1.00 per asset backed security per pricing day
$0.50 per corporate bond per pricing day
$2.00 per equity per month for corporate action
$2.00 per foreign security per month for corporate action
Blue Sky administration:
-----------------------
$150 per registration per state per year
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DOMESTIC CUSTODY FEE SCHEDULE
Custody Administration asset based fee:
On the first $100 million of assets 2.0 basis points
On all assets over $100 million 0.9 basis points
Transaction Fees:
$4.00 Book Entry DTC Transactions
$10.00 Book Entry Federal Reserve Transactions
$30.00 Physical Securities Transactions
$15.00 Options
$8.00 Futures Contracts
$4.00 Paydowns on Mortgage Backed Securities.
$5.50 Fed Wire Charge on Repo Collateral in / out.
$6.50 Cash Wire Transfers
Minimum Annual Fee: $4,800 per fund ($400 per month)
-------------------
For purposes of determining the fees payable to the Administrator, the value of
the net assets of a particular Fund shall be computed in the manner described in
the Trust's Trust Instrument or the Prospectus or Statement of Additional
Information respecting that Fund as from time to time is in effect for
computation of the value of such net assets in connection with the determination
of the liquidating value of the shares of such Fund. The fees payable hereunder
shall be applied to each Fund as a whole, and not to separate classes of shares
within the Fund.
Upon termination of this Agreement with respect to any Fund, the Administrator
shall also be entitled to be paid a termination fee, at termination, equal to
the compensation paid (or payable to) the Administrator for the immediate prior
two months from such Fund. Said termination fee is not a penalty but an extra
fee to compensate the Administrator for its service in assisting in transferring
records and reports and otherwise wrapping up its services under this Agreement
for such Fund. In the event of a liquidation of any Fund, the Administrator
shall also be entitled to be paid, in lieu of the forgoing termination fee, a
liquidation fee equal to the compensation paid (or payable to) the Administrator
for the immediate prior three months from such Fund. Said liquidation fee is not
a penalty but an extra fee to compensate the Administrator for its services in
assisting in the winding down and liquidation the Fund. The forgoing
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compensation shall be in addition to reimbursing Administrator for its
reasonable out-or pocket expenses in connection with the Administrator's
activities in effecting such termination or liquidation, including without
limitation, the cost of delivering to Trust or its designee the Trust's records
and documents or copies thereof. Administrator shall be paid said liquidation
fee promptly upon the liquidation of the Fund.
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