MONARCH FUNDS
COMPLIANCE SERVICES AGREEMENT
AGREEMENT made as of the first of October, 2004, and as amended and restated
June 1, 2005 and August 8, 2006, by and between Monarch Funds, a Delaware
Business Trust, with its principal office and place of business at Two ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and Foreside Compliance Services,
LLC, ("FCS") a Delaware limited liability company with its principal office and
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("FCS").
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
WHEREAS, the Trust desires that FCS perform certain compliance services and
FCS 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 FCS hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints FCS, and FCS hereby agrees, to provide a Chief
Compliance Officer ("CCO"), as described in Rule 38a-1 of the 1940 Act ("Rule
38a-1"), to the Trust for the period and on the terms and conditions set forth
in this Agreement.
(b) In connection herewith, the Trust has delivered to FCS copies of:
(i) the Trust's Declaration of Trust and Bylaws (collectively, as amended from
time to time, "Organizational Documents"); (ii) the Trust's current
Registration Statement, as amended or supplemented, 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" or "SAI", as the case may be, or the
"Disclosure Documents"); (iv) each 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"); (v) copies of the Fund's current annual and semi-annual
reports to shareholders; and (vi) all policies, programs and procedures adopted
by the Trust with respect to the Funds (e.g., repurchase agreement procedures),
and shall promptly furnish FCS with all amendments of or supplements to the
foregoing. The Trust shall deliver to FCS a certified copy of the resolution of
the Board of Trustees of the Trust (the "Board") appointing FCS hereunder and
authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FCS
(a) Subject to the approval of the Board, FCS shall make available a
qualified person to act as the Trust's CCO who is competent and knowledgeable
regarding the federal securities laws. FCS' responsibility for the activities
of the CCO are limited to the extent that the Board shall make all decisions
regarding the designation, termination and level of compensation of the CCO as
provided by Rule 38a-1.
(b) With respect to the Trust, the CCO shall:
(i) Report directly to the Board;
(ii) Review and administer the Trust's compliance program policies and
procedures including those policies and procedures that provide for
oversight of compliance by the Trust's investment advisers,
administrators (as that term is defined in Rule 0-1 of the 1940 Act),
principal underwriters and transfer agent (collectively, Service
Providers") that relate to the Trust;
(iii) Conduct periodic reviews of the Trust's compliance program to
incorporate any new or changed regulations, best practice
recommendations or other guidelines that may be appropriate;
(iv) Review no less frequently than annually, the adequacy of the
policies and procedures of the Trust and the Service Providers and the
effectiveness of their implementation;
(v) Apprise the Board of significant compliance events at the Trust or
the Services Providers;
(vi) Design testing methods for the Trust's compliance program policies
and procedures;
(vii) Perform and document periodic testing of certain key control
procedures (as appropriate to the circumstances), including reviewing
reports, investigating exceptions, and making inquiries of Trust
management and Service Providers;
(viii) Conduct periodic site visits to Service Providers as necessary;
(ix) Provide training and deliver updates to the Trust or the Service
Providers, as necessary;
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(x) Establish a quarterly reporting process to the Board, including both
written and oral reports and attend regularly scheduled board meetings
as well as special meetings on an as-needed basis;
(xi) Prepare a written annual report for the Board that, at a minimum,
address (A) the operation of the Trust's and its Service Providers'
policies and procedures since the last report to the Board; (B) any
material changes to such policies and procedures since the last report;
(C) any recommendations for material changes to the policies and
procedures as a result of the periodic or annual reviews referred to in
Sections 2(b)(iii) and (iv) above; and (D) any "material compliance
matters" (as defined in Rule 38a-1) since the date of the last report;
and
(xii) No less than annually, meet separately with the Trust's
independent Trustees.
(c) With respect to the Trust, FCS shall
(i) Provide compliance support for intermediary agreements that pertain
to the Trust, such as shareholder service and similar service
agreements, other than those agreements for which FCS is required to
provide the services pursuant to the current Distribution Agreement
between the Trust and FCS ("Distribution Agreement");
(ii) Review and approve communications with the public including
quarterly financial statements not otherwise required to be reviewed by
FCS pursuant to the Distribution Agreement, for the Trust's compliance
with applicable law;
(iii) Subject to the approval of the Board, make available a qualified
person to act as the Trust's Anti-Money Laundering Compliance Officer
who is competent and knowledgeable regarding the anti-money laundering
rules and regulations applicable to mutual funds.
(iv) Assist the Trust with compliance matters as requested.
(d) FCS will periodically review and report to the Board on the
market-competitiveness of (i) the level of fees and any other expenses of the
Trust by the Trust's service providers, excluding the investment advisers and
sub-advisers to the Funds, and (ii) the quality of the services provided by the
Trust's service providers other than the investment advisers and sub-advisers
to the Funds.
(e) FCS 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 and implementation agreements.
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(f) FCS shall maintain records relating to its services, such as compliance
policies and procedures, relevant Board presentations, annual reviews, and
other records, as are required to be maintained under the 1940 Act and Rule
38a-1 thereunder, as well as under the USA PATRIOT Act. Such reports shall be
maintained in the manner and for the periods as are required under the
applicable rule or regulation. The books and records pertaining to the Trust
that are in the possession of FCS 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 FCS' normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by FCS to the Trust or the Trust's authorized representatives
at the Trust's expense.
(g) Nothing contained herein shall be construed to require FCS to perform
any service that could cause FCS 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 the Trust to act in contravention of the Trust's Prospectus or
any provision of the 1940 Act. Except with respect to FCS' 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 Exchange 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.
(h) In order for FCS to perform the services required by this Section 2, the
Trust (i) shall take reasonable steps to encourage all Service Providers to
furnish any and all information to FCS as reasonably requested by FCS, and
assist FCS as may be required and (ii) shall take reasonable steps to obtain
the result that FCS has access to all records and documents maintained by the
Trust or any service provider to the Trust.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) FCS shall be under no duty to take any action except as specifically set
forth herein or as may be specifically agreed to by FCS in writing. FCS shall
use its best judgment and efforts in rendering the services described in this
Agreement. FCS shall not be liable to the Trust or any of the Trust's
stockholders for any action or inaction of FCS relating to any event whatsoever
in the absence of bad faith, reckless disregard, gross negligence or willful
misfeasance in the performance of FCS' duties or obligations under this
Agreement. Further, FCS shall not liable to the Trust or any of the Trust's
stockholders for any action taken or failure to act in good faith reliance upon:
(i) the advice of Trust counsel;
(ii) any instruction (oral, written or electronic) transmitted by a person
or persons authorized by the Trust or the Board to give such instruction;
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(iii) any certified copy of any resolution of the Board; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document signed or presented by the Trust or other
proper party or parties;
and FCS shall not 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 FCS reasonably believes in good faith to
be genuine.
(b) The Trust agrees to indemnify and hold harmless FCS, its employees,
agents, directors, trustees, officers and managers and any person who controls
FCS within the meaning of section 15 of the Securities Act or Section 20 of the
Exchange Act ("FCS Indemnitees"), against and from any and all claims, demands,
actions, suits, judgments, administrative proceedings or investigations,
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
FCS's actions taken or failures to act with respect to the Trust in connection
with the performance of any duties or obligations under this Agreement (a "FCS
Claim"); provided, however, that nothing contained herein shall entitle a FCS
Indemnitee to indemnification with respect to any FCS Claim arising from FCS'
own bad faith, reckless disregard, negligence or willful malfeasance (a "FCS
Claim"). For purposes of this Agreement, FCS' bad faith, negligence willful
malfeasance, or reckless disregard shall not include any action taken or not
taken by FCS consistent with the last sentence of Section 3(a). Further, the
Trust shall not be required to indemnify any FCS Indemnitee if, prior to
confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee
does not give the Trust written notice of and reasonable opportunity to defend
against the FCS Claim in its own name or in the name of the FCS Indemnitee.
(c) FCS agrees to indemnify and hold harmless the Trust, its employees,
agents, directors, officers and managers ("Trust Indemnitees"), against and
from any and all claims, demands, actions, suits, judgments, administrative
proceedings and investigations, 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 (i) FCS' actions taken or failures to
act with respect to the Trust that are not consistent with Section 3(a) or
(ii) any breach of FCS' representations set forth in Section 4 (a "Trust
Claim"). FCS shall not be required to indemnify any Trust Indemnitee if, prior
to confessing any Trust Claim against the Trust Indemnitee, the Trust or the
Trust Indemnitee does not give FCS written notice of and reasonable opportunity
to defend against the Trust Claim in its own name or in the name of the Trust
Indemnitee.
(d) FCS shall not be liable for the errors of other service providers to the
Trust or their systems.
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(e) The Trust, and not FCS, shall be solely responsible for approval of the
designation and compensation of the Trust CCO, as well as for removing the CCO
from his or her responsibilities related to the Trust in accordance with Rule
38a-1. Therefore, notwithstanding the provisions of this section 3, the Trust
shall supervise the activities of the Trust CCO with regard to such activities.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) FCS represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties under this
Agreement;
(iv) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(v) It has access to the necessary facilities, equipment, and personnel
to assist the CCO in the performance of his or her duties and
obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of FCS, enforceable against FCS 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;
(vii) It shall make available a person who is competent and
knowledgeable regarding the federal securities laws and is otherwise
reasonably qualified to act as a CCO and who will, in the exercise of
his or her duties to the Trust, act in good faith and in a manner
reasonably believed by him or her to be in the best interests of the
Trust ;
(viii) It shall compensate the CCO fairly, subject to the Board's right
under any applicable regulation (e.g., Rule 38a-1) to approve the
designation, termination and level of compensation of the CCO. In
addition, it shall not retaliate against the CCO should the CCO inform
the Board of a compliance failure or take aggressive action to ensure
compliance with the federal securities laws by the Trust or a Service
Provider;
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(ix) It shall report to the Board promptly if FCS learns about CCO
malfeasance or in the event the CCO is terminated as a CCO by another
Trust; and
(x) It shall report to the Board if at any time the CCO is subject to
the "bad boy" disqualifications as set forth in Section 15(b)(4) of the
Exchange Act or Section 9 of the ▇▇▇▇ ▇▇▇.
(b) The Trust represents and warrants to FCS that:
(i) It is a trust duly organized and existing and in good standing under
the laws of the State of Delaware and is qualified to do business and is
in good standing under the laws of the State of Maine;
(ii) It is empowered under applicable laws and by its Trust Documents to
enter into this Agreement and perform its duties under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(iv) It is an open-end management investment company registered under
the 1940 Act;
(v) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Trust, enforceable against
the Trust 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;
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(vi) A registration statement under the Securities Act and the Exchange
Act is currently effective and will remain effective and appropriate
State securities law filings have been made and will continue to be made
with respect the Trust; and
(vii) The CCO shall be covered by the Trust's Directors &
Officers/Errors & Omissions Policy (the "Policy"), and the Trust shall
use reasonable efforts to ensure that the CCO's coverage be
(a) reinstated should the Policy be cancelled; (b) continued after the
CCO ceases to serve as the Trust's CCO on substantially the same terms
as such coverage is provided for the Trust officers after such persons
are no longer officers of the Trust; or (c) continued in the event the
Trust merges or terminates, on substantially the same terms as such
coverage is provided for the Trust officers (but for a period no less
than six years). The Trust shall provide FCS with proof of current
coverage, including a copy of the Policy, and shall notify FCS
immediately should the Policy be cancelled or terminated.
(viii) The CCO and the Anti-Money Laundering Compliance Officer are
named officers in the Trust's by-laws and subject to the provisions of
the Trust's Organizational Documents regarding indemnification of its
officers.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by FCS pursuant to Section 2
of this Agreement, the Trust shall pay FCS the fees set forth in Appendix A
hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in Appendix A hereto shall be payable monthly
in arrears on the first business day of each calendar month for services
performed during the prior calendar month. Any out-of-pocket charges incurred
by FCS as set forth in Appendix A shall be paid as incurred. 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, the Trust shall pay to FCS such compensation, as
shall be payable prior to the effective date of termination.
(b) FCS may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of Trust counsel. The
costs of any such advice or opinion shall be borne by the Trust.
(c) FCS shall not be responsible for and will not assume the obligation for
payment of the expenses of the Trust.
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SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective on the date indicated above or
such time FCS commences providing services under this Agreement, whichever is
later. Upon effectiveness of this Agreement, this Agreement shall constitute
the entire agreement between the parties and shall supersede all previous
agreements between the parties, whether oral or written relating to the Trust.
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated at any time, without the payment of any
penalty (i) by the Board on sixty (60) days' written notice to FCS or (ii) by
FCS on sixty (60) days' written notice to the Trust.
(d) The provisions of this Agreement related to services described in
Sections 2(a), (b), (c) or (d) may be terminated at any time by the Board,
effective upon written notice to FCS, without the payment of any penalty; the
remaining portions of this Agreement shall be considered severable and not
affected. In the event of termination of Sections 2(a), (b), (c) or (d), the
parties will mutually agree upon the fees payable to FCS.
(e) The provisions of Sections 3, 6(d), 6(e), 7, 8, 10, 11, and 12 shall
survive any termination of this Agreement.
(f) This Agreement and the rights and duties under this Agreement otherwise
shall not be assignable by either FCS 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 7. CONFIDENTIALITY
Each Party shall comply with the laws and regulations applicable to it in
connection with its use of Confidential Information, including, without
limitation, Regulation S-P (if applicable). FCS 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 FCS may
(a) Release such other information (i) as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
FCS is advised by counsel that it may be exposed to civil or criminal contempt
proceedings for failure to release the information (provided, however, that FCS
shall seek the approval of the Trust as promptly as possible so as to enable
the Trust to pursue such legal or other action as it may desire to prevent the
release of such information) or (ii) when so requested by the Trust.
SECTION 8. FORCE MAJEURE
FCS 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
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beyond its reasonable control including, without limitation, acts of civil or
military authority, national emergencies, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication system or power supply. In addition, to the
extent FCS' obligations hereunder are to oversee or monitor the activities of
third parties, FCS shall not be liable for any failure or delay in the
performance of FCS' duties caused, directly or indirectly, by the failure or
delay of such third parties in performing their respective duties or
cooperating reasonably and in a timely manner with FCS.
SECTION 9. ACTIVITIES OF FCS
(a) Except to the extent necessary to perform FCS' obligations under this
Agreement, nothing herein shall be deemed to limit or restrict FCS' right, or
the right of any of FCS' managers, officers or employees who also may be a
director, officer or employee of the Trust, or 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) Upon notice to the Trust, FCS may subcontract any or all of its
functions or responsibilities pursuant to this Agreement to one or more
persons, which may be affiliated persons of FCS, who agree to comply with the
terms of this Agreement; provided, that any such subcontracting shall not
relieve FCS of its responsibilities hereunder. FCS may pay those persons for
their services, but no such payment will increase FCS' compensation or
reimbursement of expenses from the Trust.
SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS
FCS shall cooperate with the Trust'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. LIMITATION OF STOCKHOLDER AND DIRECTOR LIABILITY
The directors of the Trust and the stockholders of the Trust shall not be
liable for any obligations of the Trust under this Agreement, and FCS agrees
that, in asserting any rights or claims under this Agreement, it shall look
only to the assets and property of the Trust.
SECTION 12. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential, special or indirect damages under any provision of this
Agreement.
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(b) 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.
(c) This Agreement may be executed by the parties hereto in any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) 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. This Agreement shall be construed as if drafted jointly by both FCS
and Trust and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
(e) Section headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.
(f) 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.
(g) Nothing contained in this Agreement is intended to or shall require FCS,
in any capacity hereunder, to perform any functions or duties on any day other
than a Trust business day. Functions or duties normally scheduled to be
performed on any day which is not a Trust business day shall be performed on,
and as of, the next Trust business day, unless otherwise required by law.
(h) No affiliated person, employee, agent, director, officer or manager of
FCS shall be liable at law or in equity for FCS' obligations under this
Agreement. Except as specifically set forth in Section 3, no person or entity
is a third party beneficiary of this Agreement.
(i) The term "affiliate" and all forms thereof used herein shall have the
meanings ascribed thereto in the 1940 Act.
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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 officers, as of the day and year first above written.
MONARCH FUNDS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Principal Financial Officer
FORESIDE COMPLIANCE SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Principal Executive Officer
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MONARCH FUNDS
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
AS OF OCTOBER 1, 2004
AS AMENDED JUNE 1, 2005
AS AMENDED AUGUST 8, 2006
A. FUNDS (AND CLASSES) OF THE TRUST:
DAILY ASSETS TREASURY FUND
Preferred Shares
Universal Shares
Institutional Service Shares
Investor Shares
DAILY ASSETS GOVERNMENT FUND
Preferred Shares
Universal Shares
Institutional Shares
Institutional Service Shares
Investor Shares
DAILY ASSETS GOVERNMENT OBLIGATIONS FUND
Universal Shares
DAILY ASSETS CASH FUND
Preferred Shares
Universal Shares
Institutional Shares
Institutional Service Shares
Investor Shares
B Shares
C Shares
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B. FEES
For services described in Section 2, the Fees are as follows for each Fund,
subject to a minimum fee of $85,000 per annum for the entire Trust:
RATES: (ANNUAL) FEE PER UNIT BP MAXIMUM PER FUND
--------------- ------------ -------------------------- ----------------
Basis Point Fee (subject to a
maximum) per Fund 1.0 basis point (or 0.01%) $20,000
Per Fund Fee $ 5,000.00
Per Advisor Fee $22,500.00
Per Sub-Advisor Fee $ 5,000.00
C. OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Fund, shall reimburse FCS for the
following out-of-pocket and ancillary expenses:
(i) communications
(ii) postage and delivery services
(iii) record storage and retention (imaging, microfilm and shareholder
record storage)
(iv) reproduction
(v) reasonable travel expenses for the CCO incurred in connection with
his oversight of the compliance programs of the Service Providers
(vi) reasonable travel expenses incurred in connection with travel
requested by the Board
(vii) other expenses incurred in connection with providing the services
described in this Agreement if approved by the Administrator
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