ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT
This Agreement, dated as of the first day of January, 1997, made by and
between Third Avenue Trust ("Third Avenue"), a Delaware Business Trust expected
to operate as a registered investment company under the Investment Company Act
of 1940, as amended (the "Act"), and duly organized and existing under the laws
of the State of Delaware and FPS Services, Inc. ("FPS Services"), a corporation
duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Parties desire to enter into an agreement whereby FPS
Services will provide certain services to Third Avenue on the terms and
conditions set forth in this Agreement and as set forth in Exhibit A, attached
hereto; and
WHEREAS, FPS Services is willing to serve in such capacity and perform
such services under the terms and conditions set forth below; and
WHEREAS, Third Avenue will provide all necessary information to FPS
Services concerning the Series so that FPS Services may appropriately execute
its responsibilities hereunder;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
SECTION 1. APPOINTMENT Third Avenue hereby appoints FPS Services to
serve as administrator and to perform Blue Sky services and FPS Services hereby
accepts such appointment.
SECTION 2. DUTIES AND OBLIGATIONS OF FPS SERVICES
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees of Third Avenue, FPS Services
shall provide to Third Avenue all administrative services set forth in Schedule
"A" attached hereto, which Schedule is incorporated by reference in its entirety
into this Agreement. In addition to the obligations set forth in Schedule "A,"
FPS Services shall (i) provide its own office space, facilities, equipment and
personnel for the performance of its duties under this Agreement; and (ii) take
all actions it deems necessary to properly execute the administrative
responsibilities of Third Avenue.
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 1 of 8 pages.
(b) So that FPS Services may perform its duties under the terms of this
Agreement, the Board of Trustees of Third Avenue shall direct the officers,
investment advisor, distributor, legal counsel, independent accountants and
custodian of Third Avenue to cooperate fully with FPS Services and to provide
such information, documents and advice relating to Third Avenue as is within the
possession or knowledge of such persons provided that no such person need
provide any information to FPS Services if to do so would, in the reasoned
opinion of counsel to Third Avenue, result in the loss of any privilege or
confidential treatment with respect to such information. In connection with its
duties, FPS Services shall be entitled to rely, and shall be held harmless by
Third Avenue when acting in reasonable reliance upon the instruction, advice or
any documents provided by Third Avenue to FPS Services by any of the
aforementioned persons. All fees charged by any such persons shall be deemed an
expense of Third Avenue.
(c) Any activities performed by FPS Services under this Agreement
shall conform to the requirements of:
(1) the provisions of the Act and the Securities Act of
1933, as amended, and of any rules or regulations in force thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of Third Avenue's Trust Instrument,
as amended from time to time;
(4) any policies and determinations of the Board of Trustees
of Third Avenue communicated to FPS Services; and
(5) the fundamental policies of Third Avenue as reflected in
its registration statement filed pursuant to the Act.
FPS Services acknowledges that all records that it maintains for Third
Avenue are the property of Third Avenue and will be surrendered promptly to
Third Avenue upon written request. FPS Services will preserve, for the periods
prescribed under Rule 31a-2 under the Act, all such records required to be
maintained under Rule 31a-1 of the Act.
(d) Nothing in this Agreement shall prevent FPS Services or any officer
thereof from acting as administrator for any other person, firm or corporation.
While the administrative services supplied to Third Avenue may be different than
those supplied to other persons, firms or corporations, FPS Services shall
provide Third Avenue equitable treatment in supplying services. Third Avenue
recognizes that it will not receive preferential treatment
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 2 of 8 pages.
from FPS Services as compared with the treatment provided to other FPS Services'
clients. FPS Services agrees to maintain the records and all other information
of Third Avenue in a confidential manner and shall not use such information for
any purpose other than the performance of FPS Services' duties under this
Agreement.
SECTION 3. ALLOCATION OF EXPENSES All costs and expenses of Third
Avenue shall be paid by Third Avenue including, but not limited to:
(a) fees paid to an investment adviser (the "Adviser");
(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not affiliated persons
of the Adviser;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing agent, fees and
expenses;
(h) fees and expenses incident to the registration of the shares of Third
Avenue under Federal or state securities laws;
(i) expenses related to preparing, setting in type,
printing and mailing prospectuses, statements of
additional information, reports and notices and proxy
material to shareholders of Third Avenue;
(j) all expenses incidental to holding meetings of stockholders and Trustees
of Third Avenue;
(k) such extraordinary expenses as may arise, including
litigation, affecting Third Avenue and the legal
obligations which Third Avenue may have regarding
indemnification of its officers and trustees; and
(l) fees and out-of-pocket expenses paid on behalf of Third Avenue by FPS
Services.
SECTION 4. COMPENSATION OF FPS SERVICES Third Avenue agrees to pay FPS
Services compensation for its services and to reimburse it for expenses, at the
rates and amounts as set forth in Schedule "B" attached hereto, and as shall be
set forth in any amendments to such Schedule "B" approved by Third Avenue and
FPS Services. Third Avenue agrees and understands that FPS Services'
compensation be comprised of two components and payable on a monthly basis as
follows:
(i) an asset based fee calculated on Third Avenue's total assets, which fee
is subject to a minimum fee. Third Avenue agrees to remit payment within ten
(10) business days of receipt of FPS Services' invoices; and
(ii) reimbursement of any out-of-pocket expenses paid by FPS Services on
behalf of Third Avenue, which out-of-pocket expenses will be billed to Third
Avenue within the first ten
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 3 of 8 pages.
calendar days of the month following the month in which such out-of-pocket
expenses were incurred. Third Avenue agrees to reimburse FPS Services for such
expenses within ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to FPS Services, the value
of Third Avenue's net assets shall be computed at the times and in the manner
specified in Third Avenue's Prospectus and Statement of Additional Information
then in effect.
During the term of this Agreement, should Third Avenue seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to this Agreement specifying the additional services and
corresponding compensation shall be executed by both FPS Services and Third
Avenue.
SECTION 5. DURATION
(a) The term of this Agreement shall be for a period of two (2) years,
commencing on January 1, 1997, ("Effective Date"). If either party wishes to
terminate this Agreement at the conclusion of its initial term, it may do so
only be upon written notice to the other, which notice shall be received not be
less than one hundred eighty (180) before the desired day of termination. After
the initial term, this Agreement shall continue thereafter subject to
termination by either Party set forth in (c) below.
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for two (2) years commencing on the Effective Date of this Agreement and shall
continue thereafter subject to review and adjustment as determined by the
Parties.
(c) After the initial term of this Agreement, Third Avenue or FPS
Services may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
which date shall not be less than one hundred eighty (180) days after the date
of receipt of such notice. Upon the effective termination date, Third Avenue
shall pay to FPS Services such compensation as may be due as of the date of
termination and shall likewise reimburse FPS Services for any out-of-pocket
expenses and disbursements reasonably incurred by FPS Services to such date.
(d) If a successor to any of FPS Services' duties or responsibilities
under this Agreement is designated by Third Avenue by written notice to FPS
Services in connection with the termination of this Agreement, FPS Services
shall promptly, upon such termination and at the expense of Third Avenue,
transfer all records which are the property of Third
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 4 of 8 pages.
Avenue and shall cooperate in the transfer of such records and its duties and
responsibilities under the Agreement.
SECTION 6. AMENDMENT No provision of this Agreement may be amended or
modified, in any manner except by a written agreement properly authorized and
executed by FPS Services and Third Avenue.
SECTION 7. APPLICABLE LAW This Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania and the exclusive venue of any action
arising under this Agreement shall be Xxxxxxxxxx County, Commonwealth of
Pennsylvania.
SECTION 8. AUTHORITY OF SIGNATORIES The Parties represent and warrant
to each other that the execution and delivery of this Agreement by the
undersigned officer of each Party has been duly and validly authorized; and,
when duly executed, this Agreement will constitute a valid and legally binding
enforceable obligation of each Party. The obligations under this Agreement shall
be binding upon the assets and property of Third Avenue and shall not be binding
upon any officer or shareholder of any Series of Third Avenue individually.
SECTION 9. LIMITATION OF LIABILITY
(a) FPS Services, its directors, officers, employees, stockholders and
agents shall only be liable for any error of judgment or mistake of law or for
any loss suffered by Third Avenue in connection with the performance of this
Agreement that result from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of FPS Services in the performance of its
obligations and duties under this Agreement.
(b) Any person, even though a director, officer, employee, stockholder
or agent of FPS Services, who may be or become an officer, director, employee or
agent of Third Avenue, shall be deemed when rendering services to such entity or
acting on any business of such entity (other than services or business in
connection with FPS Services' duties under the Agreement), to be rendering such
services to or acting solely for Third Avenue and not as a director, officer,
employee, stockholder or agent of, or under the control or direction of FPS
Services even though such person may receive compensation from FPS Services.
(c) Notwithstanding any other provision of this Agreement, Third Avenue
shall indemnify and hold FPS Services harmless, together with its directors,
officers, employees, stockholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in fact
or law) of any and every nature which FPS Services may sustain or incur or which
may be asserted against FPS Services by any person by reason
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 5 of 8 pages.
of, or as a result of (i) any action taken or omitted to be taken by FPS
Services in good faith, (ii) any action taken or omitted to be taken by FPS
Services in good faith in reliance upon any certificate, instrument, order or
stock certificate or other document reasonably believed by FPS Services to be
genuine and signed, countersigned or executed by any duly authorized person,
upon the oral or written instruction of an authorized person of Third Avenue or
upon the opinion of legal counsel to Third Avenue; or (iii) any action taken in
good faith or omitted to be taken by FPS Services in connection with its
appointment in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended or
repealed. Indemnification under this subparagraph shall not apply, however, to
actions or omissions of FPS Services or its directors, officers, employees,
stockholders or agents in cases of its or their willful misfeasance, bad faith,
gross negligence or reckless disregard of its or their duties hereunder.
FPS Services shall not accept any responsibility what-so-ever for any
act or omission which occurred before the date hereinabove first written which
may cause any harm to Third Avenue. Third Avenue and the Advisor agree to inform
FPS Services of any circumstance which comes to Third Avenue's or the Advisor's
attention which may have a negative impact on Third Avenue.
If a claim is made against FPS Services as to which FPS Services may
seek indemnity under this Section, FPS Services shall notify Third Avenue
promptly after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and shall notify Third Avenue promptly
of any action commenced against FPS Services within ten (10) days after FPS
Services shall have been served with a summons or other legal process, giving
information as to the nature and basis of the claim. Failure so to notify Third
Avenue shall not, however, relieve Third Avenue from any liability which it may
have on account of the indemnity under this Section 9(c) if Third Avenue has not
been prejudiced in any material respect by such failure.
Third Avenue and FPS Services shall cooperate in the control of the
defense of any action, suit or proceeding in which FPS Services is involved and
for which indemnity is being provided by Third Avenue to FPS Services. Third
Avenue may negotiate the settlement of any action, suit or proceeding subject to
FPS Services' approval, which shall not be unreasonably withheld. FPS Services
shall have the right, but not the obligation, to participate in the defense or
settlement of a claim or action, with its own counsel, but any costs or expenses
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 6 of 8 pages.
incurred by FPS Services in connection with, or as a result of, such
participation will be borne solely by FPS Services.
FPS Services shall have the right to participate in the defense of an
action or proceeding and to retain its own counsel, and the reasonable fees and
expenses of such counsel shall be borne by Third Avenue (which shall pay such
fees, costs and expenses at least quarterly) if:
(i) FPS Services has received an opinion of counsel stating
that the use of counsel chosen by Third Avenue to represent FPS
Services would present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such action or
proceeding include both FPS Services and Third Avenue, and legal
counsel to FPS Services shall have reasonably concluded that there are
legal defenses available to it which are different from or additional
to those available to Third Avenue or which may be adverse to or
inconsistent with defenses available to Third Avenue (in which case
Third Avenue shall not have the right to direct the defense of such
action on behalf of FPS Services); or
(iii) Third Avenue shall authorize FPS Services to employ
separate counsel at the expense of Third Avenue. Notwithstanding
anything to the contrary herein, it is understood that Third Avenue
shall not, in connection with any action, suit or proceeding or related
action, suit or proceeding, be liable under this Agreement for the fees
and expenses of more than one firm.
(d) The terms of this Section 9 shall survive the termination of
this Agreement.
SECTION 10. NOTICES Except as otherwise provided in this Agreement,
any notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing, and shall be delivered in
person or sent by first class mail or by overnight delivery, postage prepaid to
the respective parties as follows:
If to the Fund: If to FPS Services:
--------------- -------------------
Third Avenue Trust FPS Services, Inc.
000 Xxxxx Xxxxxx - 5th Floor 3200 Horizon Drive, X.X. Xxx 00000
Xxx Xxxx, Xxx Xxxx 00000 King of Prussia, PA 19406-0903
Attention: Xxxxx Xxxxx, President Attention: Xxxxxxx X. Xxxxx, President
SECTION 11. SEVERABILITY If any part, term or provision of this
Agreement is held by any court 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
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 7 of 8 pages.
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, provided that
the basic agreement is not thereby substantially impaired.
SECTION 12. ASSIGNMENT This Agreement shall extend to and shall be
binding upon the Parties and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by Third Avenue without the
written consent of FPS Services or by FPS Services without the written consent
of Third Avenue, authorized or approved by a resolution of their respective
Boards of Trustees/Directors.
SECTION 13. COUNTERPARTS 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.
SECTION 14. SECTION HEADINGS Section and paragraph headings are for
convenience only and shall not be construed as part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of eight typewritten pages, together with Schedules "A", "B", and
"C", to be signed by their duly authorized officers as of the day and year first
above written.
THIRD AVENUE TRUST FPS SERVICES, INC.
------------------ ------------------
-------------------------- --------------------------------
By: Xxxxx Xxxxx, President By: Xxxxxxx X. Xxxxx, President
--------------------------------------------------------------------------------
Administration and Blue Sky Services Agreement between Third Avenue Value Fund,
Inc. and FPS Services, Inc.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; January 14, 1997 Page 8 of 8 pages.
SCHEDULE "A"
------------
ADMINISTRATION SERVICES
FOR
THIRD AVENUE TRUST
I. REGULATORY COMPLIANCE
-- ---------------------
Compliance - Federal Investment Company Act of 1940
1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts
d. distribution (12b-1) plans
e administration contracts
f. accounting contracts
g. custody administration contracts
h. transfer agent and stockholder services
2. Filings
a. N-SAR (semi-annual report)
b. N-1A (prospectus), post-effective
amendments and supplements ("stickers")
c. 24f-2 indefinite registration of shares
d. filing fidelity bond under 17g-1
e. filing stockholder reports under 30b2-1
3. Annual up-dates of biographical information and
questionnaires for Trustees and Officers
II. CORPORATE BUSINESS AND STOCKHOLDER/PUBLIC INFORMATION
--- -----------------------------------------------------
A. Trustees/Management
1. Preparation of meetings
a. agendas - all necessary items of compliance
b. arrange and conduct meetings
c. prepare minutes of meetings
d. keep attendance records
e. maintain corporate records/minute book
B. Coordinate Proposals
1. Printers
2. Auditors
3. Literature fulfillment
4. Insurance
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 1
C. Maintain Corporate Calendars and Files
D. Release Corporate Information
1. To stockholders
2. To financial and general press
3. To industry publications
a. distributions (dividends and capital gains)
b. tax information
c. changes to prospectus
d. letters from management e. funds' performance
4. Respond to:
a. financial press
b. miscellaneous stockholders inquiries
c. industry questionnaires
E. Communications to Stockholders
1. Coordinate printing and distribution of annual, semi-
annual reports and prospectus
III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------
A. Income and Expenses
1. Monitoring of expenses and expense accruals (monthly)
2. Approve and coordinate payment of expenses
3. Checking Account Reconciliation (monthly)
4. Calculation of advisory fee, 12b-1 fee and reimbursements
to Fund, (if applicable)
5. Authorize the recording and amortization of
organizational costs and pre-paid expenses (supplied by
advisor), for start-up funds and reorganizations.
6. Calculation of average net assets.
B. Distributions to Stockholders
1. Projections of distribution amounts
2. Calculations of dividends and capital gain distributions
(in conjunction with the Funds and their auditors)
a. compliance with income tax provisions
b. compliance with excise tax provisions
c. compliance with Investment Company Act of 1940
C. Financial Reporting
1. Liaison between fund management, independent auditors
and printers for stockholder reports
2. Preparation of semi-annual and annual reports to
stockholders
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 2
3. Preparation of semi-annual and annual N-SAR's
(Financial Data)
4. Preparation of financial statements for required
SEC post-effective filings (if applicable).
D. Subchapter M Compliance (monthly)
1. Asset diversification test
2. Short/short test
E. Other Financial Analyses
1. Upon request from fund management, other budgeting
and analyses can be constructed to meet specific
needs (additional fees may apply)
2. Sales information, portfolio turnover (monthly)
3. Assist independent auditors on return of capital
presentation, excise tax calculation
4. Performance (total return) calculation (monthly)
5. IRS Form 1099 Miscellaneous - prepared for Trustees
(annual)
6. Analysis of interest derived from various Government
obligations (annual) (if interest income was
distributed in a calendar year)
7. Income by state analysis for Municipal Bond Funds.
F. Review and Monitoring Functions (monthly)
1. Review expense and reclassification entries to
ensure proper update
2. Perform various reviews to ensure accuracy of
subscription/liquidation schedules, Accounting (the
monthly expense analysis) and Custody (review of
daily bank statements to ensure accurate money
movement).
3. Review accruals and expenditures where applicable
G. Preparation and distribution of monthly operational
reports to management by 10th Business day
1. Management Statistics (Recap)
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. capital stock activity
e. distributions
2. Performance Analysis
a. total return
b. monthly, quarterly, year to date, average annual
3. Expense Analysis
a. schedule
b. summary of due to/from advisor
c. expenses paid
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 3
d. expense cap
e. accrual monitoring
f. advisory fee
4. Short-Short Analysis
a. short-short income
x. xxxxx income (components)
5. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
6. Asset Diversification Test
x. xxxxx assets
b. non-qualifying assets
7. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment
H. Provide rating agencies statistical data as requested
(monthly/quarterly)
I. Standard schedules for Board Package (Quarterly)
1. Activity Summary (III-G-7 from above)
2. Expense analysis
3. Other schedules can be provided (additional fees
may apply)
IV. SPECIAL ISSUES RELATED TO FOREIGN SECURITIES
--------------------------------------------
A. Financial Reporting
1. Work with Custodian to supply tax reclaim report
chronologically, by country and type; report on same
to Fund management
2. Review and provide reports on the treatment of
currency gain/loss and capital gain/loss in
conjunction with the Funds's Independent Auditors
a. Section 988 transactions
b. Section 1256 contracts
c. Section 1092 deferrals
3. Tax Reporting (depending on the level of assistance
required by the Funds's independent auditors,
additional fees may apply)
a. Analyze tax treatment of foreign investments
based on the Funds's elections and their impact
on:
1. Subchapter M test --e.g. diversification,
qualified income, short-short (30% tests)
2. Taxable income and capital gains
3. Prepare excise tax worksheets
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 4
b. Calculate distributions to stockholders
1. Monitor character and impact of realized
currency gain/loss on distribution amount
4. Assist the Advisor and work with the Independent
Auditors in identification of PFIC's (by providing a
list of potential PFIC's that the Funds may be
holding).
BLUE SKY SERVICES
FOR
THIRD AVENUE TRUST
FPS Services subscribes to Price Waterhouse's Blue2 Compliance Support System
for Blue Sky Administration. This system permits FPS Services to monitor state
securities law compliance each day; tracking sales in each state, producing and
updating daily all reports associated with each state's filing requirements.
I. SALES DATA
1. Receive daily sales figures through SUNGARD interface with Price
Waterhouse Blue2 System.
2. Receive daily sales figures broken down by state from Xxxxxxx Xxxxxx
(if applicable).
3. Produce daily warning report for sales in excess of pre-determined
percentage.
4. Analysis of all sales data to determine trends within certain
states.
II. FILINGS
1. Produce and mail the following required filings:
A. Initial Filings - produce all required forms and follow-up on
any comments, including notification of SEC Effectiveness.
B. Renewals - produce all renewal documents and mail to states,
includes follow-up to ensure all is in order to continue
selling in states.
C. Sales Reports - produce all relevant sales reports for the
states and complete necessary documents to properly file sales
reports with states.
D. Annual Report Filings - file copies of all annual reports with
states.
E. Prospectus Filings - file all copies of Definitive SAI &
Prospectuses with the states.
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 5
F. Post-Effective Amendment Filing - file all Post-Effective
Amendments with the states, as well as, any other required
documents.
2. On demand additional states - complete filing for any states that
you would like to add. This includes all of the items in 1(A).
3. Amendments to current permits - file in a timely manner any
amendment to registered share amounts.
4. Update and file hard copy of all data pertaining to individual
permits.
III. CONSULTING AND ANALYSIS - We will supply you with the most current fee
structure for each state and help you decide what course of action to
take in each state to minimize the amount of money spent on Blue Sky
Registration.
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "A": PAGE 6
SCHEDULE "B"
------------
ADMINISTRATION AND BLUE SKY SERVICES FEE SCHEDULE
FOR
THIRD AVENUE TRUST
THIS FEE SCHEDULE IS FIXED FOR A PERIOD OF TWO (2) YEARS FROM THE EFFECTIVE
DATE AS THAT TERM IS DEFINED IN THE AGREEMENT
I. A) $150,000 per annum plus:
i) $12,000.00 per annum for each additional separate series of
shares; and
ii)0.01% per annum on the combined total assets of all
separate series and classes excess of one billion dollars.
NOTE: The above fee will cover normal business filings described in our
outline. An additional fee of $25 per filing will be charged for
non-standard filings such as secondary post effective amendments,
additional classes of shares or mergers and acquisitions.
III. Out-of-Pocket Expenses:
-----------------------
Third Avenue will reimburse FPS Services monthly for all reasonable
out-of-pocket expenses, including telephone, postage, overdraft
charges, XXXXX transmissions, telecommunications, special reports,
record retention, special transportation costs, copying and sending
materials to auditors and/or regulatory agencies as incurred and
approved.
IV. Additional Services
-------------------
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and stockholder meetings/proxies, are not
included herein, and will be quoted separately. To the extent Third
Avenue should decide to issue multiple/separate classes of shares,
additional fees will apply. Any additional/enhanced services or reports
will be quoted upon request.
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "B"
SCHEDULE "C"
------------
IDENTIFICATION OF SERIES
------------------------
Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:
THIRD AVENUE TRUST
------------------
THIRD AVENUE VALUE FUND
THIRD AVENUE SMALL-CAP VALUE FUND
This Schedule "C" may be amended from time to time by agreement of the parties.
--------------------------------------------------------------------------------
ADMINISTRATION AND BLUE SKY SERVICES AGREEMENT BETWEEN THIRD AVENUE VALUE FUND,
INC. AND FPS SERVICES, INC.
K:\WDATA\ADMIN\3D-AVE\CONTRACT\ADMIN.AGR; JANUARY 14, 1997 SCHEDULE "C"
