▇▇▇▇▇▇▇▇ INVESTMENT TRUST
FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
This Fund Accounting And Administration Agreement ("Agreement"), made and
entered into this 26th day of October, 2005, by and between the ▇▇▇▇▇▇▇▇
Investment Trust, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
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; and
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth;
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 fund
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
provide, or cause to be furnished by others, the fund accounting,
administrative and other services reasonably necessary for the
operation of the Trust and Fund as set forth in Exhibit A, attached
hereto and made a part hereof. The Administrator shall exercise
reasonable customary care in the performance of its duties under this
Agreement.
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, the
Administrator will also provide the items which it is obligated
to provide under this Agreement. In addition, the 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 the 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 Fund 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 Fund;
(iv) Interest charges, fees and expenses of the custodian of the
Fund's portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing and
transfer agent(s);
(vi) Administrative expenses (including, without limitation, any
fees, expenses and reimbursements payable to the
Administrator under this Agreement);
(vii)Auditing and legal expenses of the Trust and the Fund;
(viii)Cost of maintenance of the Trust's (including the Fund's)
existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested persons
of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing registration of
the Fund's shares under Federal and state securities laws;
(xii)Costs of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to
existing shareholders;
(xiii)Costs of fidelity bonds and Trustees and officers/errors
and omissions insurance policies;
(xiv)Investment advisory fees payable to each Fund's investment
advisor;
(xv) Litigation and other extraordinary or nonrecurring expenses
involving the Trust or the Fund;
(xvi)Any actual out-of-pocket expenses of the Administrator as
provided in this Agreement and as may be agreed upon from
time to time; and
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(xvii)Other expenses relating to the Trust not specified in this
Agreement as being the responsibility of the Administrator.
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 Fund to
promptly pay) to the Administrator compensation as specified in
Exhibit B attached hereto. 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 in writing by the parties.
b. Reimbursements. The Trust will promptly reimburse the Administrator
for its reasonable out-of pocket expenses in connection with the
Trust's and the Fund's activities including, without limitation:
(i) costs of telephone services (but not telephone equipment)
including, without limitation, long distance telephone and wire
charges,
(ii) postage and delivery costs;
(iii)cost of the printing of special forms and stationery,
(iv) copying charges,
(v) costs of financial publications (if any) or professional
memberships (e.g. ICI membership) in connection with the Trust's
and the Fund's activities,
(vi) third party storage fees of the Trust's and the Fund's files and
records, etc., and
(vii)any travel and lodging expenses incurred by officers and
employees of the Administrator in connection with its services
under this Agreement , including without limitation, the
attendance at meetings of the Trust's Board of Trustees.
c. 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.
d. Compensation from Transactions. The Trust hereby authorizes any entity
or person associated with the Administrator which is a member of a
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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, as amended ("1934 Act") and the
Rule 11a2-2(T) thereunder, and the Trust hereby consents to the
retention of compensation for such transactions in accordance with
Rule 11a2-2(T)(a)(2)(iv) thereunder.
e. 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.
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, gross negligence or reckless disregard 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, or 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. Provided that the Administrator has
exercised reasonable customary care in the performance of its duties under
this Agreement, the 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
4
faith, gross negligence or reckless disregard 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.
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
5
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 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 advisor, 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. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply with all applicable requirements of the Securities Act
of 1933, 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.
10. 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
6
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 sixty (60) 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" 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.
11. 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.
12. Assignment. This Agreement shall not be assignable by either party without
the written consent of the other party, such consent not to be unreasonably
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. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
13. 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.
14. Books and Records.
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
7
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 records 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
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 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.
15. Definitions of Certain Terms. The terms "interested persons" and
"affiliated person," when used in this Agreement, will have the respective
meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as granted by the Securities and
Exchange Commission.
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):
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If to Administrator, at:
The Nottingham Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Post ▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
CEO
If to Trust, at:
▇▇▇▇▇▇▇▇ Investment Trust
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman
16. 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 Advisers Act of 1940, as amended, or any
applicable rule or order of the Securities and Exchange Commission.
17. 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.
18. 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.
19. 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
9
Agreement have been inserted solely for ease of reference and shall not be
considered in the interpretation or construction of this Agreement.
20. Trust Obligation. A copy of the Trust's Agreement and Declaration of Trust
("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.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
signed as of the day and year first above written.
▇▇▇▇▇▇▇▇ INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
D/B/A THE NOTTINGHAM COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
_____________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
Title: Chief Executive Officer
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Schedule 1
----------
To the Fund Accounting and Administration Agreement
Dated as of October 26, 2005
The following fund(s) are covered by the Agreement:
1. ▇▇▇▇▇▇▇▇ Fund
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Exhibit A
---------
To the Fund Accounting and Administration Agreement
Dated as of October 26, 2005
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 customary administrative services, regulatory
reporting, fund accounting and related portfolio accounting services,
adequate office space, equipment, personnel 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 expenses 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, and registration
statements;
c. Assist in the preparation of 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,
assist in monitoring the sale of the Trust's shares for
compliance with state securities laws, and assist in the
preparation and filing 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. Assist in the development and preparation of communications to
shareholders, including the semi-annual and annual reports to
shareholders (the "Shareholder Reports"), coordinate mailing
prospectuses, notices (including privacy policy notices), proxy
statements, proxies and other reports (including, without
limitation, semi-annual and annual reports to shareholders) to
Trust shareholders, and supervise and facilitate the
solicitations of proxies solicited by the Trust for all
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shareholder meetings (including, without limitation, the
tabulation process for shareholder meetings);
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 advisor(s), distributor(s) and
transfer agent(s);
f. Maintain the Trust's general ledger and prepare the financial
statements, including expense accruals and payments, determine
the net asset value of the Trust's assets and of the Trust's
shares, and coordinate with 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. Assist with the examination and review of the operations and
performance of the various organizations providing services to
the Trust or any Fund of the Trust, including the Trust's
investment advisor(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, without
limitation, preparation of materials for the quarterly and annual
meetings of the Board of Trustees;
l. Assist with the design, development, and operation of the Trust;
m. Assist in identifying 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. Coordinate and assist the Trust to obtain and keep in effect a
fidelity bond 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 other 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
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investment advisory agreement, distribution agreement, custodian
agreement or transfer agent agreement or similar type of service
provider agreement;
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. Assist with the preparation of and file with the SEC the
semi-annual and annual reports for the Trust on Form N-SAR and
N-CSR and all required notices pursuant to Rule 24f-2.
2. Custodian Services. The Administrator shall also procure on behalf of the
Trust and the Fund(s) a custodian or custodians for the Fund(s) to provide
for the safekeeping of the Fund's assets. Administrator shall be
responsible 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 to by the Administrator and the Trust from time to time,
including, but not limited to performing internal audit examinations,
preparation of materials for special board meetings, assisting Trust
counsel in the preparation of proxy materials and assisting in the
development of new Funds or Fund classes. The Administrator shall be
entitled to additional compensation for such other services.
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Exhibit B
---------
To the Fund Accounting and Administration Agreement
Dated as of October 26, 2005
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 0.175%
On the next $50 million 0.150%
On the next $50 million 0.125%
On the next $50 million 0.100%
On all assets over $200 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
▇▇▇▇▇ filings:
--------------
$6 per page
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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 ($7.50 Book Entry DTC Transactions
if Custodian affirms trades)
$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)
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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 Declaration of Trust or the Trust's 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 two months
immediately prior such termination. 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 three months immediately prior such termination.
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
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the Fund. The forgoing compensation shall be in addition to reimbursing
Administrator for its reasonable out-of-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 termination fee promptly upon termination of this Agreement and said
liquidation fee promptly upon the liquidation of the Fund.
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