Re: Consent to Assignment of Services Agreement dated March 1, 2016 (“Services Agreement”)

June 24, 2016

Ultimus Fund Solutions, LLC (“Client”) 225

▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Cincinnati, OH 45246

 

Re:	Consent to Assignment of Services Agreement dated March 1, 2016 (“Services Agreement”)

To Whom It May Concern:

Client and Beacon Hill Fund Services, Inc. (“BHFS”) entered into a Services Agreement as defined above on behalf of the Praxis Funds, pursuant to which BHFS provides certain services.

In accordance with an Acquisition Agreement by and among Diamond Hill Investment Group, Inc. (“DHIG”), BHFS (together with DHIG, the “Sellers”), Foreside Financial Group, LLC (“FFG”) and Foreside Distributors, LLC (“FD” and together with FFG, the “Buyers”), dated as of June 15, 2016, Sellers have agreed to sell substantially all of the assets of BHFS to Buyers (the “Transaction”). In accordance with the Acquisition Agreement, the Services Agreement will be assigned to Buyers or one of their affiliates, effective as of the closing date of the Transaction. Pursuant to Section 21.4 of the Services Agreement, BHFS and Buyers hereby request that Client consent to the assignment of the Services Agreement from BHFS to Foreside Financial Group or one of its affiliates, a subsidiary of the Buyers, effective as of the date indicated below, by reflecting its duly authorized signature below. We do not anticipate that this assignment will have any effect on the services provided to Client pursuant to the Agreement.

Please execute this Consent and return it to us within ten (10) days of receipt. If you have any questions, please do not hesitate to contact the undersigned. Thank you.

 

EFFECTIVE: July 31, 2016						Sincerely,
						Beacon Hill Fund Services
								/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

 

Agreed and consented to by:
Ultimus Fund Solutions, LLC – Client
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Managing Director

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MASTER SERVICES AGREEMENT

This Agreement, dated March 1, 2016 is between Beacon Hill Fund Services, Inc. (the “Client”), on behalf of the Praxis Mutual Funds (the “Trust”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.

Background

The Client is the Trust’s administrator and acts on behalf of the Trust, pursuant to authority granted via resolution of the Trust’s Board covering the approval of this Agreement and authorizing the Client to execute and deliver this Agreement. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and it desires that Ultimus perform certain services for each of its series listed on Schedule A (individually referred to herein as a ‘“Fund” and collectively as the “Funds”). ▇▇▇▇▇▇▇ is willing to perform such services on the terms and conditions set forth in this Agreement.

Terms and Conditions

 

1.	Retention of Ultimus

The Client retains Ultimus to act as the service provider on behalf of each Fund for the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. ▇▇▇▇▇▇▇ accepts such employment to perform the selected Services.

 

☒

Fund Accounting and Financial Administration Addendum

 

☐

Fund Administration Addendum

 

☐

Transfer Agent and Shareholder Servicing Addendum

Each selected Addendum is incorporated by reference into this Agreement.

 

2.	Allocation of Charges and Expenses

 

2.1.

Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement. ▇▇▇▇▇▇▇ shall also pay all compensation of any officers of the Trust who are affiliated persons of ▇▇▇▇▇▇▇, except when such person is serving as the Trust’s chief compliance officer.

 

2.2.

The Trust, on behalf of each Fund, assumes and shall pay or cause to be paid all other expenses of the Trust or a Fund not otherwise allocated under this Section 2, including, without limitation, organization costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy statements and related materials, all expenses incurred in connection with issuing and redeeming shares, the costs of custodial services, the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws, fees and out-of -pocket expenses of Trustees who are not affiliated persons of Ultimus or the investment adviser(s) to the Trust, insurance premiums, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trust.

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3.	Compensation

 

3.1.

The Client, on behalf of the Trust and each Fund, shall pay for the Services to be provided by ▇▇▇▇▇▇▇ under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.

 

3.2.

If this Agreement becomes effective subsequent to the first day of a month, ▇▇▇▇▇▇▇’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, ▇▇▇▇▇▇▇’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. The Client shall promptly pay ▇▇▇▇▇▇▇’ compensation for the preceding month.

 

3.3.

In the event that the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FlNRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement in order to comply with such requirements and provide for additional compensation for Ultimus as mutually agreed to by the parties.

 

3.4.

In the event that any fees are disputed, the Client shall, on or before the due date, pay all undisputed amounts due hereunder and notify ▇▇▇▇▇▇▇ in writing of any disputed fees which it is disputing in good faith. Payment for such disputed fees shall be due on or before the tenth (10th) business day after the day on which both parties reasonably come to an agreement on the dispute and ▇▇▇▇▇▇▇ provides to the Client documentation which reasonably supports the disputed charges.

 

4.	Reimbursement of Expenses

In addition to paying ▇▇▇▇▇▇▇ the fees described in each Fee Letter, the Client, on behalf of the Trust and each Fund, agrees to reimburse Ultimus for its actual out-of-pocket expenses in providing services hereunder, if applicable, including without limitation the following:

 

4.1.

All freight and other delivery charges incurred by ▇▇▇▇▇▇▇ in delivering materials on behalf of the Trust;

 

4.2.

All direct telephone, telephone transmission and telecopy or other electronic transmission expenses reasonably incurred by ▇▇▇▇▇▇▇ in communication with the Client, the Trust, the Trust’s investment adviser(s) or custodian, counsel for the Client, Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for ▇▇▇▇▇▇▇ to perform the Services;

 

4.3.

The cost of obtaining primary and secondary security market quotes and any securities data, including but not limited to the cost of fair valuation services;

 

Ultimus Master Services Agreement March 1, 2016		Page 2 of 15

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4.4.

The cost of electronic or other methods of storing records and materials;

 

4.5.

All fees and expenses incurred in connection with any licensing of software, subscriptions lo databases, custom programming or systems modifications required to provide any special reports or services requested by the Client or the Trust;

 

4.6.

Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of ▇▇▇▇▇▇▇ who may otherwise be named as an authorized representative of the Trust for certain purposes;

 

4.7.

A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control I Reports (“SOC Reports”); and

 

4.8.

Any additional expenses reasonably incurred by ▇▇▇▇▇▇▇ in the performance of its duties and obligations under this Agreement.

 

5.	Maintenance of Books and Records; Record Retention

 

5.1.

▇▇▇▇▇▇▇ shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a- I under the 1940 Act.

 

5.2.

Ownership of Records

 

▇.

▇▇▇▇▇▇▇ agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Trust or Fund.

 

▇.

▇▇▇▇▇▇▇ agrees to provide the Client Records of the Trust or a Fund upon reasonable request, and to make such books and records available for inspection by the Trust, a Fund, or its regulators at reasonable times.

 

▇.

▇▇▇▇▇▇▇ agrees to furnish to the Trust or a Fund, at the expense of the Trust or Fund as an extraordinary cost charged to the Trust or Fund and passed through to Ultimus via Client as the paying agent, all Client Records in the electronic or other medium in which such material is then maintained by ▇▇▇▇▇▇▇ as soon as practicable after any termination of this Agreement. Unless otherwise required by applicable law, rules, or regulations, ▇▇▇▇▇▇▇ shall promptly tum over to the Trust or Fund or, upon the written request of the Trust or Fund, destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule, or regulation to maintain any Client Records, it will provide the Trust or Fund with copies as soon as reasonably practical after the termination.

 

5.3.

▇▇▇▇▇▇▇ agrees to keep confidential all Client Records, except when requested to divulge such information by duly constituted authorities or court process.

 

Ultimus Master Services Agreement March 1, 2016		Page 3 of 15

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5.4.

If ▇▇▇▇▇▇▇ is requested or required to divulge such information by duly constituted authorities or court process, Ultimus shall, unless prohibited by law, promptly notify the Trust or Fund of such request(s) so that the Trust or Fund may seek an appropriate protective order.

 

6.	Subcontracting

Ultimus may, at its expense, subcontract with any entity or person concerning the provision of the Services; provided, however, that ▇▇▇▇▇▇▇ shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor, that ▇▇▇▇▇▇▇ shall be responsible, to the extent provided in Section I 0, for all acts of a subcontractor.

 

7.	Effective Date

 

7.1.

This Agreement shall become effective as of the date first written above with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (the “Agreement Effective Date”).

 

7.2.

Each Addendum shall become effective as of the date first written in the Addendum with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (collectively with the Agreement Effective Date, the “Addendum Effective Date”).

 

8.

Term

 

8.1.

Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for a period of three years from the date first written above (the “Initial Term”).

 

8.2.

Renewal Terms. Immediately following the Initial Term this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”).

 

8.3.

Termination. A party may terminate this Agreement under the following circumstances.

 

A.

Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, ••good cause” shall mean:

 

(1)

a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party;

 

(2)

the Non-Terminating Party takes a position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to come to agreement on the position;

 

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and with accountants and other experts with respect to any matter arising in connection with ▇▇▇▇▇▇▇’ duties or the Services. Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion

 

C.

A copy of the Trust’s Declaration of Trust is on file with the Secretary of the State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trust and not the Trustees individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Client or Trust (or if the matter relates only to a particular Fund, that Fund), and ▇▇▇▇▇▇▇ shall look only to the assets of the Client or Trust (or the particular Fund), for the satisfaction of such obligations.

 

▇.

▇▇▇▇▇▇▇ shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Client, the Trust, the Trust’s investment adviser or any of the Trust’s other service providers until receipt of written notice thereof from the Trust. As used in this Agreement, the tern “investment adviser” includes all sub -advisers or person performing similar services.

 

E.

The Board has and retains primary responsibility for oversight of all compliance matters relating to the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.

 

F.

In no event shall Ultimus be liable for special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or ▇▇▇▇▇▇▇ was advised of the possibility thereof. The parties acknowledge that the other parts of this agreement arc premised upon the limitation stated in this section.

 

I0.3.

Indemnification

 

A.

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees or directors, officers, employees, and other agents (collectively, the “Indemnitees”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, expenses (including attorney fees and investigation expenses) (collectively, “Losses”) arising directly or indirectly out of (I) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or

 

Ultimus Master Services Agreement March 1, 2016		Page 7 of 15

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13.

Insurance

 

13.1.

Maintenance of Insurance Coverage. Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

 

13.2.

Notice of Claims. As it relates to the Services provided under this Agreement, each party shall notify the other party of any material claims against the notifying party under such insurance, whether or not the party is covered by insurance, and, if requested by the non-notifying party, the notifying party shall aggregate and disclose all outstanding claims against the notifying party.

 

13.3.

Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefore.

 

14.	Information Provided By The Client, On Behalf of the Trust

 

14.1.

Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Client, on behalf of the Trust will furnish to ▇▇▇▇▇▇▇ the following:

 

(A)

copies of the Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

 

(B)

the Trust’s Bylaws and any amendments thereto;

 

(C)

certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct Ultimus thereunder;

 

(D)

a list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct ▇▇▇▇▇▇▇ in all matters;

 

(E)

the Trust’s registration statement on Form N-IA and all amendments thereto filed with the SEC pursuant to the Securities Act and the 1940 Act;

 

(F)

the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC;

 

(G)

an accurate current list of shareholders of each existing series of the Trust, if applicable, showing each shareholder’s address of record, number of shares owned and whether such shares are represented by outstanding share certificates;

 

Ultimus Master Services Agreement March 1, 2016		Page 10 of 15

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Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally, or marked appropriately.

 

16.2.

Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Trust. “Customer Information” shall mean all non-public, personally identifiable information as defined by ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLD Act”).

16.3. Treatment of Confidential Information

 

(A)

Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

 

(B)

Each party agrees that:

 

(1)

The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement;

 

(2)

Without limiting the foregoing, the Receiving Party shall apply at least the same degree of reasonable care used for its own confidential and proprietary information to avoid disclosure or use of Confidential Information under this Agreement;

 

(3)

The Receiving Party may disclose or provide access only to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements, and the Receiving Party or its employees may make copies of Confidential Information only to the extent reasonably necessary to carry out the obligations under this Agreement; and

 

(4)

The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

 

16.4.

Severability. This provision and the obligations under this Section 16 shall survive termination of the Agreement.

 

17.	Press Release

Within the first 60 days of the Agreement Effective Date, the Client agrees to review in good faith a press release (in any format or medium) announcing the Agreement with ▇▇▇▇▇▇▇; provided that ▇▇▇▇▇▇▇ must obtain the

 

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Trust’s and the Client’s prior written consent prior to publication of such release, which consent may only be reasonably denied by the Client.

 

18.	Non-Exclusivity

The services of Ultimus rendered to the Client, on behalf of the Trust, are not deemed to be exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers or employees who also may be a trustee, officer or employee of the Trust, or persons who are otherwise affiliated persons of the Trust to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

 

19.	Arbitration

Any dispute relating to the validity, enforcement or interpretation of this Agreement will be determined by final and binding arbitration before the American Arbitration Association in accordance with its Commercial Arbitration Rules and Supplemental Procedures for Securities Arbitration. Judgment upon arbitration awards may be entered in any court, state or federal, having jurisdiction. The prevailing party in any arbitration or other legal proceeding authorized by this Paragraph will be entitled to its reasonable attorneys’ fees and other reasonable legal costs and expenses.

 

20.

Notices

Any notice provided under this Agreement shall be sufficiently given when either delivered personally by hand or received by facsimile, electronic mail, or certified mail at the following address.

 

20.1.

If to the Client:

Beacon Hill Fund Services, Inc.

Attn: President

▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇▇

Columbus, OH 43215

Facsimile: [                             ]

Email: [                                 ]

 

20.2.

If to Ultimus:

Ultimus Fund Solutions, LLC

Attn: Director of Fund Administration 225

▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Cincinnati, Ohio 45246

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

21.	General Provisions

 

21.1

Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the entire understanding of the parties and supersede any other agreement between them relating to the Services.

 

Ultimus Master Services Agreement March 1, 2016		Page 13 of 15

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The parties duly executed this Agreement as of March 1, 2016.

 

		Beacon Hill Fund Services, Inc.				Ultimus Fund Solutions, LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President				Title:		President

 

Ultimus Master Services Agreement March 1, 2016		Page 15 of 15

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SCHEDULE A

To the

Master Services Agreement

between

Beacon Hill Fund Services, Inc.

and

Ultimus Fund Solutions, LLC

Dated March 1, 2016

Fund(s)

Praxis Intermediate Income Fund

Praxis International Index Fund

Praxis Value Index Fund

Praxis Growth Index Fund

Praxis Small Cap Fund Genesis

Conservative Portfolio Genesis

Balanced Portfolio Genesis

Growth Portfolio

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Fund Accounting and Financial Administration Addendum

For

Beacon Hill Fund Services, Inc.

This Fund Accounting and Financial Administration Addendum, dated March 1, 2016, is between Beacon Hill Fund Services, Inc. (the “Client”), on behalf of the Praxis Mutual Funds (the “Trust”) and its series listed on Schedule A to the Master Services Agreement (the “Funds”), dated March 1, 2016 and Ultimus Fund Solutions, LLC (“Ultimus”).

Fund Accounting Services

 

l.	Performance of Daily Accounting Services

▇▇▇▇▇▇▇ shall perform the following accounting services daily for each Fund, each in accordance with the Fund’s prospectus and statement of additional information:

 

1.1.

calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1.2 below;

 

1.2.

obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from each Fund’s investment adviser or its designee, as approved by the Trust’s Board of Trustees (hereafter referred to as “Board”);

 

1.3.

verify and reconcile with the Funds’ custodian cash and all daily activity;

 

1.4.

compute, as appropriate, each Fund’s net income and realized capital gains, dividend payables, dividend factors, and weighted average portfolio maturity;

 

1.5.

review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and/or yields to NASDAQ and such other entities as directed by the Fund;

 

1.6.

determine unrealized appreciation and depreciation on securities held by the Funds;

 

1.7.

accrue income of each Fund;

 

1.8.

amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Trust;

 

1.9.

update fund accounting system to reflect rate changes, as received/obtained by Ultimus, on variable interest rate instruments;

 

1.10.

calculate Fund expenses based on instructions from the Fund’s administrator;

 

1.11.

accrue expenses of each Fund;

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1.12.

determine the outstanding receivables and payables for all (I) security trades, (2) Fund share transactions and (3) income and expense accounts;

 

1.13.

provide accounting reports in connection with the Trust’s regular annual audit and other audits and examinations by regulatory agencies;

 

1.14.

provide such periodic reports as agreed to by the parties;

 

1.15.

prepare and maintain the following records upon receipt of information in proper form from the Fund or its authorized agents: (I) cash receipts journal; (2) cash disbursements journal; (3) dividend record; (4) purchase and sales-portfolio securities journals; (5) subscription and redemption journals; (6) security ledgers; (7) broker ledger; (8) general ledger; (9) daily expense accruals; (10) daily income accruals, (11) securities and monies borrowed or loaned and collateral therefore; (12) foreign currency journals; and ( I3) trial balances;

 

1.16.

provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies; and

 

1.17.

cooperate with, and take all reasonable actions in the performance of its duties under this Agreement, to ensure that all necessary information is made available to, the Trust’s independent public accountants in connection with any audit or the preparation of any report requested by the Trust.

 

2.	Additional Accounting Services

▇▇▇▇▇▇▇ shall also perform the following additional accounting services for each Fund.

 

2.1.

Financial Statements. Ultimus will provide monthly (or as frequently as may reasonably be requested by the Trust or a Fund’s investment adviser) a set of Financial Statements for each Fund. For purposes of this Fund Accounting Addendum, “Financial Statements” include the following: (A) Statement of Assets and Liabilities; (B) Statement of Operations; (C) Statement of Changes in Net Assets; (D) Security Purchases and Sales Journals; and (E) Fund Holdings Reports.

 

2.2.

Other Information. Provide accounting information for the following:

 

(A)

federal and state income tax returns and federal excise tax returns;

 

(B)

the Trust’s quarterly and semiannual reports with the SEC on Form N-Q, Form N-SAR and Form N-CSR;

 

(C)

registration statements on Form N-1A and other filings relating to the registration of shares;

 

(D)

Ultimus’ monitoring of the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (the “Internal Revenue Code”);

 

Fund Accounting and Financial Administration Addendum		Page 2 of 4

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(E)

annual audit by the Trust’s independent accountants; and

 

(F)

examinations performed by the SEC.

 

2.3.

Other Services

 

(A)

as appropriate, compute the Trust’s yields, total return, expense ratios, and portfolio turnover rate, and any other financial ratios required by regulatory filings.

 

3.	Special Reports and Services

 

3.1.

Ultimus may provide additional special reports upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon by the parties prior to the reports being made available.

 

3.2.

Ultimus may provide such other similar services with respect to a Fund as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided.

 

3.3.

For special cases, the parties hereto may amend the procedures or services set forth in this Agreement as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure or service which has been approved by the Trust does not conflict with or violate any requirements of its Agreement and Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

 

4.	Other Services

Ultimus shall provide such other services as the Client or the Trust may reasonably request that ▇▇▇▇▇▇▇ perform consistent with its obligations under the Master Services Agreement and this Fund Accounting and Financial Administration Addendum, including:

 

4.1.

prepare and maintain the Trust’s operating budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;

 

4.2.

prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis;

 

4.3.

assist the Trust’s independent public accountants with the preparation and filing of the Trust’s tax returns, Form W-2P, and Form 5498 to appropriate shareholders, with copies to the Internal Revenue Service. ▇▇▇▇▇▇▇ will also research and calculate the qualified dividend rate for income and short term capital gain distributions and produce supplemental tax information letters for each Fund; and

 

4.4.

administer all disbursements for a Fund.

For special cases, the parties hereto may amend the procedures or services set forth in this Agreement as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure or service which has been approved by the Trust does not conflict with or violate any requirements of

 

Fund Accounting and Financial Administration Addendum		Page 3 of 4

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its Agreement and Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

 

5.	Tax Matters

▇▇▇▇▇▇▇ does not provide tax advice. Nothing in the Master Services Agreement or this Fund Accounting and Financial Administration Addendum shall be construed or have the effect of rendering tax advice. It is important that the Client, Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

 

6.	Legal Representation

Notwithstanding any provision of the Master Services Agreement or this Fund Accounting and Financial Administration Addendum to the contrary, ▇▇▇▇▇▇▇ will not be obligated to provide legal representation to the Client, Trust or any Fund, including through the use of attorneys that are employees of Ultimus. The Client, on behalf of the Trust, acknowledges that in-house Ultimus attorneys exclusively represent ▇▇▇▇▇▇▇ and rely on outside counsel retained by the Trust to review all services provided by in- house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Client, on behalf of the Trust, acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Client or the Trust, any information provided to ▇▇▇▇▇▇▇ attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances. ▇▇▇▇▇▇▇ represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

The parties duly executed this Fund Accounting and Financial Administration Addendum as of March 1, 2016.

 

Beacon Hill Fund Services, Inc. On behalf of all Funds listed on Schedule A to the Master Services Agreement				Ultimus Fund Solutions, LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇						By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇						Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President						Title:		President

 

Fund Accounting and Financial Administration Addendum		Page 4 of 4

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Fund Accounting Fee Letter

For

Beacon Hill Fund Services, Inc.

Intentionally omitted