NCM CAPITAL INVESTMENT TRUST
FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
This Fund Accounting And Administration Agreement ("Agreement"), made
and entered into this 3rd day of May, 2007, by and between the NCM Capital
Investment Trust, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company, d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust wishes to retain the Administrator to provide
certain administrative services to the Trust in the manner and on the terms set
forth therein; and
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and intending to be legally bound, the Trust and
Administrator agree as follows:
1. Retention of the Administrator. The Trust hereby retains and appoints
the Administrator to act as the administrator to provide or procure
certain administrative and other services with respect to the fund
identified on Schedule 1 ("Fund" or "Funds" as the context requires),
attached hereto and made a part hereof, for the period and on the
terms set forth in this Agreement. The Administrator hereby accepts
such appointment and agrees to render the services herein set forth
under the terms and conditions of this Agreement.
2. Duties of Administrator. Subject to the policies and direction of the
Trust's Board of Trustees ("Trustees"), the Administrator shall
provide, or cause to be furnished by others, the fund accounting,
administrative, and other services reasonably necessary for the
operation of the Trust and Fund as set forth in Exhibit A, attached
hereto and made a part hereof. The Administrator shall exercise
reasonable customary care in the performance of its duties under this
Agreement.
3. Allocation of Charges and Expenses.
a. The Administrator. The Administrator will furnish at its own
expense the executive, supervisory, and clerical personnel
reasonably necessary to perform its obligations under this
Agreement. Except as otherwise provided hereunder, the
Administrator will also provide the items that it is obligated to
provide under this Agreement. In addition, the Administrator will
pay all compensation, if any, of any officers or Trustees of the
Trust who are affiliated persons of the Administrator or any
affiliated corporation of the Administrator; provided, however,
that unless otherwise specifically provided, the Administrator
will not be obligated to pay the compensation of any employee of
the Trust retained by the Trustees to perform services on behalf
of the Trust.
b. The Trust. The Trust assumes and will pay, or cause to be paid,
all other expenses of the Trust and the Fund not otherwise
allocated in this Agreement, including, without limitation, the
following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to
portfolio transaction of the Fund;
(iv) Interest charges, fees, and expenses of the custodian
of the Fund's portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing
and transfer agent(s);
(vi) Administrative expenses (including, without
limitation, any fees, expenses, and reimbursements
payable to the Administrator under this Agreement);
(vii) Auditing and legal expenses of the Trust and the
Fund;
(viii) Cost of maintenance of the Trust's (including the
Fund's) existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing
registration of the Fund's shares under Federal and
state securities laws;
(xii) Costs of preparing (including typesetting), printing,
and mailing reports, prospectuses, statements of
additional information, proxy solicitation material,
and notices to existing shareholders;
(xiii) Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xiv) Investment advisory fees payable to each Fund's
investment advisor;
(xv) Litigation and other extraordinary or nonrecurring
expenses involving the Trust or the Fund;
(xvi) Any actual out-of-pocket expenses of the
Administrator as provided in this Agreement and as
may be agreed upon from time to time; and
2
(xvii) Other expenses relating to the Trust not specified in
this Agreement as being the responsibility of the
Administrator.
4. Compensation of the Administrator.
a. Administration Fees. For the services to be rendered, the
facilities furnished, and the expenses assumed by the
Administrator pursuant to this Agreement, the Trust will promptly
pay (or cause the Fund to promptly pay) to the Administrator
compensation as specified in Exhibit B attached hereto. In
addition, the Administrator shall be entitled to additional
compensation for any special projects or services requested by
the Trust, such projects and services and Administrator's
compensation in connection therewith to be mutually agreed upon
in writing by the parties.
b. Reimbursements. The Trust will promptly reimburse the
Administrator for its reasonable out-of pocket expenses in
connection with the Trust's and the Fund's activities including,
without limitation:
(i) costs of telephone services (but not telephone
equipment) including, without limitation, long
distance telephone and wire charges,
(ii) postage and delivery costs;
(iii) cost of the printing of special forms and stationery,
(iv) copying charges,
(v) costs of financial publications (if any) or
professional memberships (e.g. ICI membership) in
connection with the Trust's and the Fund's
activities,
(vi) third party storage fees of the Trust's and the
Fund's files and records, etc., and
(vii) any travel and lodging expenses incurred by officers
and employees of the Administrator in connection with
its services under this Agreement, including without
limitation, the attendance at meetings of the Trust's
Board of Trustees.
c. Partial Month Compensation. If this Agreement becomes effective
subsequent to the first day of the month or terminates before the
last day of the month, the Administrator's compensation for that
part of the month in which this Agreement is in effect will be
prorated in a manner consistent with the calculation of the fees
as set forth in Subsection 4.a. above.
d. Compensation from Transactions. The Trust hereby authorizes any
entity or person associated with the Administrator which is a
3
member of a national securities exchange to effect any
transaction on the exchange for the account of the Trust which is
permitted by Section 11(a) of the Securities Exchange Act of
1934, as amended ("1934 Act") and Rule 11a2-2(T) thereunder, and
the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv)
thereunder.
e. Survival of Compensation Rates. All rights of compensation under
this Agreement for services performed as of the termination date
will survive the termination of this Agreement. In addition, upon
a liquidation (as defined in Section 10 of this Agreement) or
upon termination of this Agreement as to any Fund the
Administrator shall be entitled to such other compensation as set
forth in Exhibit B.
5. Limitation of Liability of the Administrator. The duties of the
Administrator will be confined to those expressly set forth in the
Agreement, and no implied duties are assumed by or may be asserted
against the Administrator under this Agreement. The Administrator will
not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in
carrying out its duties under this Agreement, except a loss resulting
from willful misfeasance, bad faith, gross negligence, or reckless
disregard in the performance of its duties, or by reason of reckless
disregard of its obligations and duties under this Agreement, except
as may otherwise be provided under provisions of applicable law that
cannot be waived or modified by this Agreement. Administrator will not
be responsible for losses beyond its control. Notwithstanding anything
in this Agreement to the contrary, Administrator shall not be liable
for any consequential, special, or indirect losses or damages,
regardless of whether the likelihood of such losses or damages was
known by the Administrator (As used in this Section 5 and in Section 6
below, the term "Administrator" will include directors, officers,
employees, and other agents of the Administrator as well as the
Administrator itself).
6. Indemnification of Administrator. Provided that the Administrator has
exercised reasonable customary care in the performance of its duties
under this Agreement, the Trust assumes full responsibility and will
indemnify and defend the Administrator and hold it harmless from and
against any and all actions, suits, and claims, whether groundless or
otherwise, and from and against any and all losses, damages, costs,
charges, reasonable counsel fees, and disbursements, payments,
expenses, and liabilities (including reasonable investigation
expenses) of every nature and character arising or occurring directly
or indirectly out of Administrator's relationship to the Trust under
this Agreement or any of Administrator's action taken or nonactions
with respect to the performance of services under this Agreement;
provided, however, Administrator shall not be indemnified against any
liability arising out of its own willful misfeasance, bad faith, gross
negligence, or reckless disregard in the performance of its duties or
4
its own reckless disregard of its duties or obligations under this
Agreement. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation
with respect to which indemnification hereunder may ultimately be
merited. In order that the indemnification provision contained herein
shall apply, however, it is understood that if in any case the Trust
may be asked to indemnify, defend, or hold the Administrator harmless,
the Trust shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood
that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or
appears likely to present the probability of such a claim for
indemnification against the Trust, but failure to do so in good faith
will not affect the rights under this Agreement.
The Trust will be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any
claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense will be conducted by
counsel chosen by the Trust and satisfactory to the Administrator,
whose approval will not be unreasonably withheld. In the event the
Trust elects to assume the defense of any suit and retain counsel, the
Administrator will bear the fees and expenses of any additional
counsel retained by it, absent a conflict of interest between the
Trust and the Administrator. In the event of a conflict between the
Trust and the Administrator or if the Trust does not elect to assume
the defense of a suit, the Trust shall reimburse the Administrator for
the reasonable fees and expenses of any counsel retained by
Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult with the Trust's counsel or auditors with respect to
any matter arising in connection with the Administrator's duties, and
the Administrator will not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such
instructions or with the opinion of the Trust's counsel or auditors.
Also, the Administrator will be protected in acting on any document
that it reasonably believes to be genuine and to have been signed or
presented by the proper person or persons. The Administrator will not
be held to have notice of any change of authority of any officers,
employee, or agent of the Trust until receipt of written notice
thereof from the Trust.
Should the foregoing indemnification agreement be found unenforceable
or that contribution is required from Administrator, then the
Administrator's aggregate contribution for all losses, claims,
damages, or liabilities, including rescission liabilities, shall not
exceed the value of all fees earned by and expenses reimbursed to the
Administrator pursuant to this Agreement. No person or entity guilty
5
of fraudulent misrepresentation shall be entitled to contribution from
any person or entity who is not so guilty.
7. Activities of the Administrator. The services of the Administrator
rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have
other businesses and interests. It is understood that Trustees,
officers, employees, or shareholders of the Trust are or may be or
become interested in the Administrator, as directors, officers,
employees, and shareholders or otherwise and that directors, officers,
employees, and shareholders of the Administrator and its counsel are
or may be or become similarly interested in the Trust, and that the
Administrator may be or become interested in the Trust as a
shareholder or otherwise.
8. Confidentiality. The Administrator agrees on behalf of itself and its
employees to treat as confidential all records and other information
relative to the Trust and its prior, present, or potential
shareholders and not to use such records and information for any
purpose other than performance of its responsibilities and duties
under this Agreement, except after providing prior notification to and
receiving approval in writing by the Trust, which approval will not be
unreasonable withheld. Notwithstanding the forgoing, the Administrator
may divulge such confidential records and information where the
Administrator may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested by duly constituted authorities,
when so requested by the Trust's investment advisor, distributor,
custodian, transfer agent, outside legal counsel, or independent
public accountants, or when so requested by the Trust. For purposes of
this Section 8, the following records and other information shall not
be considered confidential: (a) any record or other information that
is or becomes publicly available through no fault of Administrator;
(b) any record and other information that is released by the Trust in
a public release; (c) any record or other information that is lawfully
obtained from third parties who are not under an obligation to keep
such information confidential, or (d) any record or other information
previously known by Administrator.
9. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply with all applicable requirements of the
Securities Act of 1933, the 1934 Act, the 1940 Act, and other laws,
rules, and regulations of governmental authorities having jurisdiction
with respect to the duties to be performed by the Administrator under
this Agreement.
10. Duration and Termination Of This Agreement. This Agreement will become
effective as of the date first above written and shall continue in
effect for a period of one year (the "Initial Term"), unless earlier
terminated by either party hereto as provided hereunder. This
Agreement shall be renewed automatically for successive periods of
ninety days after the end of the Initial Term (the "Renewal Term"),
unless written notice of non-renewal is provided by either party to
6
the other party in writing not less than ninety (90) days prior to the
end of the then current term. This Agreement may also be terminated
(a) by mutual written agreement of the parties; (b) by either party on
such date as is specified in written notice given by the terminating
party, in the event of a material breach of this Agreement by the
other party, provided the terminating party has notified the other
party of such breach at least 45 days prior to the specified date of
termination and the breaching party has not remedied or cured such
breach by the specified date; (c) effective upon the liquidation of
either party; or (d) as to any Fund, effective upon the liquidation of
such Fund. For purposes of this Section 11, the term "liquidation"
will mean a transaction in which the assets of the Administrator, the
Trust, or a Fund are sold or otherwise disposed of and proceeds
therefrom are distributed in cash to the shareholders or owners in
complete liquidation of the interest of such shareholders or owners in
the entity.
11. Independent Contractor. The Administrator will, for purposes stated in
this Agreement, be deemed an independent contractor and, unless
otherwise expressly provided or authorized, will have no authority to
act or represent the Trust in any way and will not be deemed an agent
of the Trust.
12. Assignment. This Agreement shall not be assignable by either party
without the written consent of the other party, such consent not to be
unreasonably without held or delayed. Notwithstanding the forgoing,
the Administrator may, at its expense unless provided otherwise in the
Agreement, subcontract with any entity or person concerning the
provision of the services contemplated hereunder. The Administrator
shall not, however, be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor. This Agreement
shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
13. Amendments. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
14. Books and Records.
a. Record Maintenance. The Administrator shall maintain customary
books and records in connection with its duties as specified in
this Agreement. Any books or records required to be maintained
and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940
Act that are prepared and maintained by the Administrator on
behalf of the Trust shall be the property of the Trust and will
be made available to or surrendered promptly to the Trust on
request. Notwithstanding the forgoing, Administrator shall be
entitled to keep copies of any books or records that
Administrator may be required to retain by law or regulation.
7
Unless otherwise agreed upon by the Administrator and the Trust,
the Administrator may subcontract to a third party the storage
and maintenance of the Trust's books and records and such costs
and expenses shall be the responsibility of Trust.
In case of any request or demand for the inspection of such
records by another party, the Administrator will notify the Trust
and follow the Trust's instructions as to permitting or refusing
such inspection; provided that the Administrator may exhibit such
records as provided in Section 8 above and to any person in any
case where it is advised by its counsel that it may be held
liable for failure to do so, unless (in cases involving potential
exposure only to civil liability) the Trust has agreed to
indemnify the Administrator against such liability.
b. Delivery of Documents. The Trust shall provide the Administrator
with the necessary documents, records, and other information in
its possession or control to enable the Administrator to perform
its duties and obligations under this Agreement, including
without limitation, a copy of the Trust documents and any
amendments thereto.
c. Converting to Administrator's System. The Trust agrees to
cooperate with the Administrator in converting to Administrator's
data processing system and software ("Administrator's System") to
the extent necessary for Administrator to perform Administrator's
duties under this Agreement. Notwithstanding anything to the
contrary in this Agreement, the Trust acknowledges and agrees
that all computer programs and procedures developed by or for
Administrator to perform its duties and services under this
Agreement, including without limitation Administrator's System,
are and shall remain the sole property of the Administrator.
15. Definitions of Certain Terms. The terms "interested persons" and
"affiliated person," when used in this Agreement, will have the
respective meanings specified in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as granted by the
Securities and Exchange Commission.
Notice. Any notice required or permitted to be given by either party to the
other party shall be in writing and will be deemed sufficient if personally
delivered or sent by registered or certified mail, postage prepaid,
addressed by the party giving notice to the other party at following
addresses (or such other address for a party as shall be specified by like
notice):
8
If to Administrator, at:
The Nottingham Company
000 Xxxxx Xxxxxxxx Xxxxxx
Post Xxxxxx Xxx 00
Xxxxx Xxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Legal Department
If to Trust, at:
NCM Capital Investment Trust
0000 Xxxxxx-Xxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Chairman
16. Governing Law. This Agreement shall be governed by the laws of the
State of North Carolina without regard to the principles of conflict
of laws, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940,
as amended, or any applicable rule or order of the Securities and
Exchange Commission.
17. Construction. If any provision of this Agreement, or portion thereof,
shall be determined to be void or unenforceable by any court of
competent jurisdiction, then such determination shall not affect any
other provision of this Agreement, or portion thereof, all of which
other provisions and portions thereof shall remain in full force and
effect. If any provision of this Agreement, or portion thereof, is
capable of two interpretations, one of which would render the
provision, or portion thereof, void and the other which would render
the provision, or portion thereof, valid, then the provision, or
portion thereof, shall have the meaning which renders it valid. In
addition, the language used herein shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against either party.
18. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and
the same instrument.
19. Entire Agreement. This Agreement, including all exhibits, schedules,
and attachments, comprise the entire agreement among the parties
hereto with respect to subject matter hereof and supersede all other
prior agreements, understandings, and letters related to this
Agreement. The headings in this Agreement have been inserted solely
for ease of reference and shall not be considered in the
interpretation or construction of this Agreement.
9
20. Trust Obligation. It is understood that this Agreement has been
executed on behalf of the Trust by a trustee of the Trust in his
capacity as trustee and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of each
Fund and shall not be binding upon any trustee, officer, or
shareholder of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
signed as of the day and year first above written.
Trust:
NCM CAPITAL INVESTMENT TRUST
By: /s/ Xxxxx X. Xxxxx
_________________________________________
Name: Xxxxx X. Xxxxx
Title: Chairman
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
D/B/A THE NOTTINGHAM COMPANY
By: /s/ Xxxxx X. Xxxxxxx
_________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Chief Operating Officer
10
Schedule 1
----------
To the Fund Accounting and Administration Agreement
Dated as of May 3, 2007
The following fund(s) are covered by the Agreement:
1. NCM Capital Mid-Cap Growth Fund
11
Exhibit A
---------
To the Fund Accounting and Administration Agreement
Dated as of May 3, 2007
The Administrator shall provide, or cause to be provided by others, the
following services:
1. Accounting and Administrative Services. The Administrator will provide
the Trust with customary administrative services, regulatory
reporting, fund accounting, and related portfolio accounting services,
adequate office space, equipment, personnel, and facilities (including
facilities for regular trustees' meetings) for handling the affairs of
the Fund(s), and such other services as the Trustees may, from time to
time, reasonably request, and the Administrator may, from time to
time, reasonably determine to be necessary to perform its obligations
under this Agreement. In addition, at the request of the Trustees, the
Administrator will make reports to the Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the forgoing, the Administrator
will:
a. Calculate contractual Trust expenses and control all
disbursements for the Trust, and, as appropriate, compute each
Fund's yields, total return, expense ratios, portfolio turnover
rate and, if required, portfolio average dollar-weighed maturity;
b. Assist Trust counsel with the preparation of prospectuses,
statements of additional information, and registration
statements;
c. Assist in the preparation of such reports, applications, and
documents (including reports regarding the sale and redemption of
shares as may be required in order to comply with Federal and/or
state securities laws) as may be necessary or desirable to
register the Trust's shares with state securities authorities,
assist in monitoring the sale of the Trust's shares for
compliance with state securities laws, and assist in the
preparation and filing with the appropriate state securities
authorities the registration statements and reports for the Trust
and the Trust's shares with state securities authorities to
enable the Trust to make a continuous offering of its shares;
d. Assist in the development and preparation of communications to
shareholders, including the semi-annual and annual reports to
shareholders (the "Shareholder Reports"), coordinate mailing
prospectuses, notices (including privacy policy notices), proxy
statements, proxies, and other reports (including, without
12
limitation, semi-annual and annual reports to shareholders) to
Trust shareholders, and supervise and facilitate the
solicitations of proxies solicited by the Trust for all
shareholder meetings (including, without limitation, the
tabulation process for shareholder meetings);
e. Coordinate with Trust counsel the preparation and negotiation of,
and administer contracts on behalf of the Trust with, among
others, the Trust's investment advisor(s), distributor(s),
custodian(s), and transfer agent(s);
f. Maintain the Trust's general ledger and prepare the financial
statements, including expense accruals and payments, determine
the net asset value of the Trust's assets and of the Trust's
shares, and coordinate with the Trust's transfer agent(s) with
respect to payment of dividends and other distributions to
shareholders;
g. Calculate performance data of the Trust and its Fund(s) for
dissemination to information services covering the investment
company industry;
h. Assist in the preparation and filing of the Trust's tax returns;
i. Assist with the examination and review of the operations and
performance of the various organizations providing services to
the Trust or any Fund of the Trust, including the Trust's
investment advisor(s), distributor(s), custodian(s), transfer
agent(s), outside legal counsel, and independent public
accountants, and at the request of the Board of Trustees, report
to the Trustees on the performance of such organizations;
j. Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing
of the Trust's semi-annual and annual reports to shareholders;
k. Provide internal legal and administrative services as reasonable
requested by the Trust from time to time, including, without
limitation, preparation of materials for the quarterly and annual
meetings of the Board of Trustees;
l. Assist with the design, development, and operation of the Trust;
m. Assist in identifying individuals acceptable to the Trustees for
nomination, appointment, or election as officers of the Trust,
who will be responsible for the management of certain of the
Trust's affairs as determined by the Trustees;
n. Coordinate and assist the Trust in obtaining and keeping in
effect a fidelity bond and Trustees and officers/errors and
omissions insurance policies for the Trust in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as
such bonds and policies are approved by the Trust's Board of
Trustees;
o. Monitor and advise the Trust and its Fund(s) on its registered
investment company status under the Internal Revenue Code of
1986, as amended;
p. Perform other normal and customary administrative services and
functions of the Trust and each Fund to the extent administrative
services and functions are not provided to the Trust or such Fund
pursuant to the Trust's or such Fund's investment advisory
agreement, distribution agreement, custodian agreement, or
transfer agent agreement or similar type of service provider
agreement;
13
q. Furnish advice and recommendations with respect to other aspects
of the business and affairs of the Fund(s) as the Trust and the
Administrator shall determine desirable; and
r. Assist with the preparation of and file with the SEC the
semi-annual and annual reports for the Trust on Form N-SAR and
N-CSR and all required notices pursuant to Rule 24f-2.
2. Other Services. The Administrator will perform other services for the
Trust as agreed to by the Administrator and the Trust from time to
time, including, but not limited to performing internal audit
examinations, preparation of materials for special board meetings,
assisting Trust counsel in the preparation of proxy materials, and
assisting in the development of new Funds or Fund classes. The
Administrator shall be entitled to additional compensation for such
other services.
14
Exhibit B
---------
To the Fund Accounting and Administration Agreement
Dated as of May 3, 2007
For the services delineated in the Agreement, the Administrator shall be
compensated at the rates specified below. Such compensation will be calculated
and accrued daily, and paid to the Administrator monthly. Where applicable, the
fee shall be calculated based upon the average daily net assets of each Fund.
The following fees shall be paid for each Fund:
FUND ACCOUNTING FEE
Base fee: $2,250 per month per Fund
--------
Class Fee: $750 per month for each additional class of shares
---------
Asset base fee: Annual fee of 1 basis point
--------------
ADMINISTRATION FEE
Asset based fee:
Annual
Net Assets Fee
---------- ---
On the first $50 million 0.175%
On the next $50 million 0.150%
On the next $50 million 0.125%
On the next $50 million 0.100%
On all assets over $200 million 0.075%
Minimum asset base fee per month: $2,000.00
OUT OF POCKET
Securities pricing:
$0.25 per equity per pricing day priced
$1.00 per foreign security per pricing day
$0.50 per U.S. Treasury
$1.00 per asset backed security per pricing day
$0.50 per corporate bond per pricing day
$2.00 per equity per month for corporate action
$2.00 per foreign security per month for corporate action
Blue Sky administration:
$150 per registration per state per year
15
XXXXX filings:
-------------
$6 per page
For purposes of determining the fees payable to the Administrator, the value of
the net assets of a particular Fund shall be computed in the manner described in
the Trust's Declaration of Trust or the Trust's Prospectus or Statement of
Additional Information respecting that Fund as from time to time is in effect
for computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund. The fees
payable hereunder shall be applied to each Fund as a whole, and not to separate
classes of shares within the Fund.
Upon termination of this Agreement with respect to any Fund, the Administrator
shall be entitled to be paid a termination fee, at termination, as determined
using the formula described below:
A. For any Fund whose average daily net assets during the last two
months prior to termination are less than $50,000,000, the termination fee shall
be equal to the aggregate amount of the last fees paid to the Administrator for
administration services under this Agreement for the immediate prior two months;
provided, however, that such termination fee shall be subject to a cap of
$15,000.
B. For any Fund whose average daily net assets during the last two
months prior to termination are larger than $50,000,000.00 but less than
$250,000,000.00, the termination fee will be equal to the compensation paid (or
payable to) the Administrator for the immediate prior two months from such Fund;
provided, however, that such termination fee shall be subject to a cap of
$65,000.
C. For a Fund whose average net assets during the last two months is
greater than $250,000,000.00, the Termination fee will be $65,000.00 plus 0.005%
of the daily average net assets during the last two months prior to termination
in excess of $250,000,000.00 (e.g., the fee for a Fund whose average net assets
during the last two months was $300,000,000, the termination fee will be $65,000
plus 0.005% multiplied by $50,000,000, or $67,500).
Said termination fee is not a penalty but an extra fee to compensate the
Administrator for its service in assisting in transferring records and reports
and otherwise wrapping up its services under this Agreement for such Fund.
In the event of a liquidation of any Fund, the Administrator shall also be
entitled to be paid, in lieu of the forgoing termination fee, a liquidation fee
equal to the compensation paid (or payable to) the Administrator for the three
months immediately prior such termination. Said liquidation fee is not a penalty
but an extra fee to compensate the Administrator for its services in assisting
in the winding down and liquidation the Fund. The forgoing compensation shall be
in addition to reimbursing the Administrator for its reasonable out-of-pocket
16
expenses in connection with the Administrator's activities in effecting such
termination or liquidation, including without limitation, the cost of delivering
to Trust or its designee the Trust's records and documents or copies thereof.
Administrator shall be paid said termination fee promptly upon termination of
this Agreement and said liquidation fee promptly upon the liquidation of the
Fund.
17
