EXHIBIT (G)(3)
TRUECROSSING FUNDS
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 8th day of December, 1999, by and between
TrueCrossing Funds, a Delaware business trust, with its principal office and
place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"),
and Forum Administrative Services, LLC, a Delaware limited liability company
with its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in
Appendix A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust may in the future offer shares of various classes of each
Fund as listed in Appendix A hereto (each such class subsequently established by
the Trust in a Fund being herein referred to as a "Class," and collectively as
the "Classes"); and
WHEREAS, the Trust desires that Forum perform certain administrative
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
administrator of the Trust for the period and on the terms set forth in this
Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of (i) the
Trust's Trust Instrument, (ii) the Trust's Registration Statement and all
amendments thereto filed with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), or the 1940 Act (the "Registration Statement"), (iii) the Trust's current
Prospectus and Statement of Additional Information of each Fund (collectively,
as currently in effect and as amended or supplemented, the "Prospectus"), (iv)
each current plan of distribution or similar document adopted by the Trust under
Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan
or similar document adopted by the Trust ("Service Plan"), and (iv) all
procedures adopted by the Trust with respect to the Funds (i.e., repurchase
agreement procedures), and shall promptly furnish Forum with all amendments of
or supplements to the foregoing. The Trust shall deliver to Forum a certified
copy of the resolution of the Board of Trustees of the Trust (the "Board")
appointing Forum and authorizing the execution and delivery of this Agreement.
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SECTION 2. DUTIES OF FORUM AND THE TRUST
(a) Subject to the direction and control of the Board, Forum shall manage all
aspects of the Trust's operations with respect to the Funds except those that
are the responsibility of any other service provider hired by the Trust, all in
such manner and to such extent as may be authorized by the Board.
(b) With respect to the Trust or each Fund, as applicable, Forum shall:
(i) at the Trust's expense, provide the Trust with, or arrange for the
provision of, the services of persons competent to perform such legal,
administrative and clerical functions not otherwise described in this
Section 2(b) as are necessary to provide effective operation of the Trust;
(ii) oversee (A) the preparation and maintenance by the Trust's custodian,
transfer agent, dividend disbursing agent and fund accountant in such form,
for such periods and in such locations as may be required by applicable
United States law, of all documents and records relating to the operation
of the Trust required to be prepared or maintained by the Trust or its
agents pursuant to applicable law; (B) the reconciliation of account
information and balances among the Trust's custodian, transfer agent,
dividend disbursing agent and fund accountant; (C) the transmission of
purchase and redemption orders for Shares; and (D) the performance of fund
accounting, including the calculation of the net asset value of the Shares;
(iii)oversee the performance of administrative and professional services
rendered to the Trust by others, including its custodian, transfer agent
and dividend disbursing agent as well as legal, auditing, shareholder
servicing and other services performed for the Funds;
(iv) file or oversee the filing of each document required to be filed by the
Trust in either written or, if required, electronic format (e.g.,
electronic data gathering analysis and retrieval system or "▇▇▇▇▇") with
the SEC;
(v) assist in and oversee the preparation, filing and printing and the periodic
updating of the Registration Statement and Prospectuses;
(vi) oversee the preparation and filing of the Trust's tax returns;
(vii)oversee the preparation of financial statements and related reports to the
Trust's shareholders, the SEC and state and other securities
administrators;
(viii)assist in and oversee the preparation and printing of proxy and
information statements and any other communications to shareholders;
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(ix) provide the Trust with adequate general office space and facilities and
provide persons suitable to the Board to serve as officers of the Trust;
(x) assist the investment advisers in monitoring Fund holdings for compliance
with Prospectus investment restrictions and assist in preparation of
periodic compliance reports, as applicable;
(xi) prepare, file and maintain the Trust's Trust Instrument and minutes of
meetings of Trustees, Board committees and shareholders;
(xii)with the cooperation of the Trust's counsel, investment advisers, the
officers of the Trust and other relevant parties, prepare and disseminate
materials for meetings of the Board, as applicable;
(xiii) maintain the Trust's existence and good standing under applicable state
law;
(xiv)monitor sales of Shares, ensure that the Shares are properly and duly
registered with the SEC and register, or prepare applicable filings with
respect to, the Shares with the various state and other securities
commissions;
(xv) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for sales
literature of the Trust and other appropriate purposes;
(xvi)oversee the determination of the amount of and supervise the declaration
of dividends and other distributions to shareholders as necessary to, among
other things, maintain the qualification of each Fund as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"), and prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions to
shareholders;
(xvii) advise the Trust and the Board on matters concerning the Trust and its
affairs;
(xviii) calculate, review and account for Fund expenses and report on Fund
expenses on a periodic basis;
(xix)authorize the payment of Trust expenses and pay, from Trust assets, all
bills of the Trust;
(xx) prepare Fund budgets, pro-forma financial statements, expense and
profit/loss projections and fee waiver/expense reimbursement projections on
a periodic basis;
(xxi) prepare financial statement expense information;
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(xxii) assist the Trust in the selection of other service providers, such as
independent accountants, law firms and proxy solicitors; and
(xxiii) perform such other recordkeeping, reporting and other tasks as may be
specified from time to time in the procedures adopted by the Board;
provided, that Forum need not begin performing any such task except upon 65
days' notice and pursuant to mutually acceptable compensation agreements.
(c) Forum shall provide such other services and assistance relating to the
affairs of the Trust as the Trust may, from time to time, reasonably request
pursuant to mutually acceptable compensation agreements. In addition, the
lawyers who are employed by Forum or its affiliates shall provide any of the
legal services identified in Appendix C hereto to the Trust, subject to
satisfaction of the conditions contained in Section 9(c) and to the consents and
waivers by the Trust and Forum of any general conflict of interest existing as a
result of the provision of those services. Forum shall not charge the Trust for
providing the legal services identified in Appendix C, except for those matters
designated as Special Legal Services, as to which Forum may charge, and, subject
to review and approval by the Chairman of the Audit Committee or outside counsel
to the Trust, the Trust shall pay, an additional amount as reimbursement of the
cost to Forum of providing the Special Legal Services. Nothing in this Agreement
shall require Forum to provide any of the services listed in Appendix C, and
each of those services may be performed by an outside vendor if appropriate in
the judgment of Forum or the Trust.
(d) Forum shall maintain records relating to its services, such as journals,
ledger accounts and other records, as are required to be maintained under the
1940 Act and Rule 31a-1 thereunder. The books and records pertaining to the
Trust that are in possession of Forum shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Forum's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor that assumes any
of Forum's obligations hereunder, Forum shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.
(e) Nothing contained herein shall be construed to require Forum to perform any
service that could cause Forum to be deemed an investment adviser for purposes
of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that
could cause a Fund to act in contravention of the Fund's Prospectus or any
provision of the 1940 Act. Except with respect to Forum's duties as set forth in
this Section 2 and except as otherwise specifically provided herein, the Trust
assumes all responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws, rules
and regulations of governmental authorities with jurisdiction over the Trust.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and regulations promulgated under authority of the law
and all official interpretations of such law or rules or regulations.
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(f) In order for Forum to perform the services required by this Section 2, the
Trust (I) shall cause all service providers to the Trust to furnish any and all
information to Forum, and assist Forum as may be required and (ii) shall ensure
that Forum has access to all records and documents maintained by the Trust or
any service provider to the Trust.
SECTION 3. STANDARD OF CARE AND RELIANCE
(a) Forum shall be under no duty to take any action except as specifically set
forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance of Forum's duties or obligations under this Agreement or by
reason of Forum's reckless disregard of its duties and obligations under this
Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of the Securities Act or section 20 of the
Securities Exchange Act of 1934, as amended, ("Forum Indemnitees") against and
from any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses of
every nature and character arising out of or in any way related to Forum's
actions taken or failures to act with respect to a Fund that are consistent with
the standard of care set forth in Section 3(a) or based, if applicable, on good
faith reliance upon an item described in Section 3(d) (a "Claim"). The Trust
shall not be required to indemnify any Forum Indemnitee if, prior to confessing
any Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not
give the Trust written notice of and reasonable opportunity to defend against
the claim in its own name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its employees,
agents, trustees and officers against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of Forum's actions taken or failures to act with respect to a Fund that are
not consistent with the standard of care set forth in Section 3(a). Forum shall
not be required to indemnify the Trust if, prior to confessing any Claim against
the Trust, the Trust does not give Forum written notice of and reasonable
opportunity to defend against the claim in its own name or in the name of the
Trust.
(d) A Forum Indemnitee shall not be liable for any action taken or failure to
act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the Trust or
counsel to Forum, and upon statements of accountants, brokers and other
persons reasonably believed in good faith by Forum to be experts in the
matter upon which they are consulted;
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(ii) any oral instruction which it receives and which it reasonably believes in
good faith was transmitted by the person or persons authorized by the Board
to give such oral instruction. Forum shall have no duty or obligation to
make any inquiry or effort of certification of such oral instruction;
(iii)any written instruction or certified copy of any resolution of the Board,
and Forum may rely upon the genuineness of any such document or copy
thereof reasonably believed in good faith by Forum to have been validly
executed; or
(iv) as to genuineness, any signature, instruction, request, letter of
transmittal, certificate, opinion of counsel, statement, instrument,
report, notice, consent, order, or other document reasonably believed in
good faith by Forum to be genuine and to have been signed or presented by
the Trust or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers to the
Trust including the errors of printing services (other than to pursue all
reasonable claims against the pricing service based on the pricing services'
standard contracts entered into by Forum) and errors in information provided by
an investment adviser (including prices and pricing formulas and the untimely
transmission of trade information), custodian or transfer agent to the Trust.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum pursuant
to this Agreement, the Trust shall pay Forum, with respect to each Class of each
of the Funds, the fees set forth in Appendix B hereto. These fees shall be
accrued by the Trust daily and shall be payable monthly in arrears on the first
day of each calendar month for services performed under this Agreement during
the prior calendar month.
If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Trust shall pay to Forum such compensation as shall be payable prior
to the effective date of termination.
(b) Notwithstanding anything in this Agreement to the contrary, Forum and its
affiliated persons may receive compensation or reimbursement from the Trust with
respect to (i) the provision of services on behalf of the Funds in accordance
with any Plan or Service Plan, (ii) the provision of shareholder support or
other services, (iii) service as a trustee or officer of the Trust and (iv)
services to the Trust, which may include the types of services described in this
Agreement, with respect to the creation of any Fund and the start-up of the
Fund's operations.
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(c) The Trust shall be responsible for and assumes the obligation for payment of
all of its expenses, including: (a) the fee payable under this Agreement; (b)
the fees payable to each investment adviser under an agreement between the
investment adviser and the Trust; (c) expenses of issue, repurchase and
redemption of Shares; (d) interest charges, taxes and brokerage fees and
commissions; (e) premiums of insurance for the Trust, its trustees and officers
and fidelity bond premiums; (f) fees, interest charges and expenses of third
parties, including the Trust's independent accountant, custodian, transfer
agent, dividend disbursing agent and fund accountant; (g) fees of pricing,
interest, dividend, credit and other reporting services; (h) costs of membership
in trade associations; (I) telecommunications expenses; (j) funds transmission
expenses; (k) auditing, legal and compliance expenses; (l) costs of forming the
Trust and maintaining its existence; (m) costs of preparing, filing and printing
the Trust's Prospectuses, subscription application forms and shareholder reports
and other communications and delivering them to existing shareholders, whether
of record or beneficial; (n) expenses of meetings of shareholders and proxy
solicitations therefore; (o) costs of reproduction, stationery, supplies and
postage; (p) fees and expenses of the Trust's trustees; (q) compensation of the
Trust's officers and employees and costs of other personnel (who may be
employees of the investment adviser, Forum or their respective affiliated
persons) performing services for the Trust; (R) costs of Board, Board committee,
shareholder and other corporate meetings; (s) SEC registration fees and related
expenses; (t) state, territory or foreign securities laws registration fees and
related expenses; and (u) all fees and expenses paid by the Trust in accordance
with any Plan or Service Plan or agreement related to similar manners.
(d) Should the Trust exercise its right to terminate this Agreement, the Trust,
on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket
expenses and employee time (at 150% of salary) associated with the copying and
movement of records and material to any successor person and providing
assistance to any successor person in the establishment of the accounts and
records necessary to carry out the successor's responsibilities.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund on December
1, 1997. Upon effectiveness of this Agreement, it shall supersede all previous
agreements between the parties hereto covering the subject matter hereof insofar
as such Agreement may have been deemed to relate to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until
terminated; provided, that continuance is specifically approved at least
annually (i) by the Board or by a vote of a majority of the outstanding voting
securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust
who are not parties to this Agreement or interested persons of any such party
(other than as Trustees of the Trust).
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(c) This Agreement may be terminated with respect to a Fund at any time, without
the payment of any penalty (i) by the Board on 60 days' written notice to Forum
or (ii) by Forum on 60 days' written notice to the Trust. The obligations of
Sections 3 and 4 shall survive any termination of this Agreement.
(d) This Agreement and the rights and duties under this Agreement otherwise
shall not be assignable by either Forum or the Trust except by the specific
written consent of the other party. All terms and provisions of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto.
SECTION 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or
one or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement. Forum or the Trust may elect not to make any
such series or classes subject to this Agreement.
SECTION 7. CONFIDENTIALITY
Forum agrees to treat all records and other information related to the
Trust as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports to shareholders
and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company industry to
companies that track or report price, performance or other information regarding
investment companies; and
(c) release such other information as approved in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where Forum
may be exposed to civil or criminal contempt proceedings for failure to release
the information, when requested to divulge such information by duly constituted
authorities or when so requested by the Trust.
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
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SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under this
Agreement, nothing herein shall be deemed to limit or restrict Forum's right, or
the right of any of Forum's 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 corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant to this
Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Trust.
(c) Without limiting the generality of the Sections 9(a) and (b), the Trust
acknowledges that certain legal services may be provided to it by lawyers who
are employed by Forum or its affiliates and who render services to Forum and its
affiliates. A lawyer who provides such services to the Trust, and any lawyer who
supervises such lawyer, although employed generally by Forum or its affiliates,
will have a direct professional attorney-client relationship with the Trust.
Those services for which such a direct relationship will exist are listed in
Appendix C hereto. Provided (i) Forum agrees with any attorney performing legal
services for the Trust to not direct the professional judgment of the attorney
in performing those legal services and (ii) the attorney agrees to disclose to
the Chairman of the Audit Committee or to outside counsel to the Trust any
circumstance in which a legal service the attorney proposes to provide relates
to a matter in which the Trust and Forum or the Trust and any other investment
company to which the attorney is providing legal services have or may have
divergent legal or economic interests, each of Forum and the Trust hereby
consents to the simultaneous representation by the attorney of both Forum and
the Trust and waives any general conflict of interest existing in such
simultaneous representation, and the Trust agrees that, in the event the
attorney ceases to represent the Trust, whether at the request of the Trust or
otherwise, the attorney may continue thereafter to represent Forum, and the
Trust expressly consents to such continued representation.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Fund. Functions or
duties normally scheduled to be performed on any day which is not a business day
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of the Trust or of a Fund shall be performed on, and as of, the next business
day, unless otherwise required by law.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the trustees of the Trust or the shareholders of the Funds.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 6, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(c) This Agreement shall be governed by, and the provisions of this Agreement
shall be construed and interpreted under and in accordance with, the laws of the
State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof,
whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(g) Section headings in this Agreement are included for convenience only and are
not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the parties
at their respective principal places of business, or at such other address as a
party may have designated in writing, shall be deemed to have been properly
given.
(i) Notwithstanding any other provision of this Agreement, the parties agree
that the assets and liabilities of each Fund of the Trust are separate and
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distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager of Forum
shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full power
and authority to sign this Agreement on behalf of the party indicated and that
their signature will bind the party indicated to the terms hereof and each party
hereto warrants and represents that this Agreement, when executed and delivered,
will constitute a legal, valid and binding obligation of the party, enforceable
against the party in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting securities,"
"interested person," and "affiliated person" shall have the meanings ascribed
thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
TRUECROSSING FUNDS
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Chairman
FORUM ADMINISTRATIVE SERVICES, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Director
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TRUECROSSING FUNDS
ADMINISTRATION AGREEMENT
APPENDIX A
FUNDS AND CLASSES OF THE TRUST
AS OF DECEMBER 8, 1999
TRUECROSSING GROWTH FUND
-A1-
TRUECROSSING FUNDS
ADMINISTRATION AGREEMENT
APPENDIX B
FEES AND EXPENSES
Fee as a % of the Annual Average
Portfolio Daily Net Assets of the Portfolio
TrueCrossing Growth Fund 0.15% of the first $50 million in assets
0.10% of the second $50 million in assets
0.05% thereafter
Notwithstanding the table above, the minimum fee per Portfolio shall be $25,000
per year ($2083.33 per month).
-B1-
TRUECROSSING FUNDS
ADMINISTRATION AGREEMENT
APPENDIX C
LEGAL SERVICES
1. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are within the ordinary course of the Trust's
business.
2. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are outside the ordinary course of the Trust's
business(*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Trust's outside counsel.
6. Provide attorney letters to the Trust's auditors.
7. Assist Trust outside counsel in the preparation of exemptive applications,
no-action letters, prospectuses, registration statements and proxy
statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto(*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries at
board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Trust and any third parties.
-C1-
Note: Items designated with an (*) are Special Legal Services.
-C2-
