EXHIBIT (H)(3)
ISLAMIA GROUP OF FUNDS
ACCOUNTING SERVICES AGREEMENT
THIS ACCOUNTING SERVICES AGREEMENT (the "Agreement") is made as of the
____________ day of July, 2001, by and among ISLAMIA GROUP OF FUNDS (the
"Trust"), INCOME ACHIEVERS, INC., the investment adviser to the Trust ("IAI"),
and FUND SERVICES, INC., D/B/A CHAMPION TRUST SERVICES (the "Accounting Services
Agent"), a Texas corporation.
WITNESSETH THAT:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered the Trust's shares of common stock under the Securities Act
of 1933, as amended (the "1933 Act") in one or more distinct series of shares
(the "Fund or Funds"); and
WHEREAS, the Trust, IAI and the Accounting Services Agent desire to enter
into this Agreement pursuant to which the Accounting Services Agent will provide
portfolio accounting services to the Trust, on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust, IAI and the Accounting Services Agent,
intending to be legally bound hereby, agree as follows:
1. APPOINTMENT OF ACCOUNTING SERVICES AGENT. The Trust and IAI hereby appoint
the Accounting Services Agent to perform the services described in this
Agreement for the Trust, and the Accounting Services Agent hereby accepts such
appointment. The Accounting Services Agent shall act under such appointment
pursuant to the terms and conditions hereinafter set forth.
2. TRUST DOCUMENTS. The Trust has provided to the Accounting Services Agent,
properly certified or authenticated copies of the following Trust related
documents in effect on the date hereof: the Trust's organizational documents,
including Articles of Incorporation and By-Laws; the Trust's Registration
Statement on Form N-1A, including all exhibits thereto; the Fund's Prospectuses
and Statements of Additional Information; all contracts with the Trust's
investment adviser, custodian, administrator, transfer agent/shareholder
servicing agent, and distributor; if applicable, notice filed with or granted by
the Commodity Futures Trading Commission relating to the Trust's status as a
commodity pool operator; and resolutions of the Trust's Board of Trustees
authorizing the appointment of the Accounting Services Agent and approving this
Agreement (members of the Board of Trustees being referred to herein as
"Trustees"). The Trust will promptly provide to the Accounting Services Agent
copies, properly certified or authenticated, of all additions, amendments or
supplements to the foregoing, if any.
3. TRUST ACCOUNTING SERVICES. The Accounting Services Agent shall provide the
Fund accounting services set forth on Schedule B hereto, as may be amended from
time to time. The Trust and IAI shall provide and cooperate, and shall cause the
Trust's administrator, custodian, transfer agent/shareholder servicing agent,
distributor, legal counsel and independent public accountants to cooperate with
the Accounting Services Agent and to provide it with such information, documents
and advice as the Accounting Services Agent may reasonably request in order to
enable the Accounting Services Agent to perform its duties hereunder.
4. RECORDKEEPING AND OTHER INFORMATION. The Accounting Services Agent shall
create and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records required by
Section 31(a) of the 1940 Act and the rules thereunder, as the same may
be amended from time to time, relating to the various services performed by it
and not otherwise created and maintained by another party pursuant to contract
with the Trust. All records shall be the property of the Trust at all times and
shall be available for inspection and use by the Trust. Where applicable, such
records shall be maintained by the Accounting Services Agent for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
5. AUDIT, INSPECTION AND VISITATION. The Accounting Services Agent shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Trust, IAI or any other person retained by either of them. Upon reasonable
notice by the Trust and/or IAI, the Accounting Services Agent shall make
available during regular business hours its facilities and premises employed in
connection with its performance of this Agreement for reasonable visitation by
the Trust, IAI, or any person retained by either of them.
6. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as otherwise
provided herein, the Trust assumes full responsibility for ensuring that the
Trust complies with all applicable requirements of the 1933 Act, the Securities
Exchange Act of 1934, as amended, the 1940 Act and the rules thereunder, and any
other applicable laws, rules and regulations; provided, however, that all
services performed by the Accounting Services Agent hereunder, to the extent
governed by any such laws, shall be rendered in compliance with the terms
thereof.
7. COMPENSATION. The Trust shall pay to the Accounting Services Agent as
compensation for services rendered hereunder the annual accounting services fee
set forth in Schedule A; provided, however, that IAI (or its designee) shall
reimburse the Trust for such payment to the extent of any applicable formal or
informal expense limitation agreement. The fee shall be calculated and accrued
daily, and paid monthly. The Trust shall also reimburse the Accounting Services
Agent for its out-of-pocket expenses related to the performance of its duties
hereunder, including, without limitation, telecommunications charges, postage
and delivery services, record retention costs, reproduction charges and price
quotation costs. The Trust shall pay the Accounting Services Agent's monthly
invoices for accounting services fees and out-of-pocket expenses on the first
business day following the respective month-end. If this Agreement becomes
effective subsequent to the first day of a month or terminates before the last
day of a month, the Trust shall pay the Accounting Services Agent an accounting
services fee that is prorated for that part of the month in which this Agreement
is in effect. All rights of compensation and reimbursement under this Agreement
for services performed by the Accounting Services Agent as of the termination
date shall survive the termination of this Agreement.
8. APPOINTMENT OF AGENTS. The Accounting Services Agent may at any time or
times in its discretion appoint (and may at any time remove) other parties as
its agent to carry out such provisions of this Agreement as the Accounting
Services Agent may from time to time direct; provided, however, that the
appointment of any such agent shall not relieve the Accounting Services Agent of
any of its responsibilities or liabilities hereunder, and further provided that
the Accounting Services Agent shall be liable to the Trust and IAI for any loss
to either of them arising out of the actions of such other parties unless such
actions are taken in good faith and with due diligence, and do not involve
either negligence or willful misconduct by such party.
9. USE OF ACCOUNTING SERVICES AGENT'S NAME. The Trust shall not use the name
of the Accounting Services Agent or any of its affiliates in the Prospectuses,
Statements of Additional Information, sales literature or other material
relating to the Trust in a manner not approved prior thereto in writing by the
Accounting Services Agent; provided, however, that during the term hereof the
Accounting Services Agent shall approve all uses of its and its affiliates'
names that merely refer in accurate terms to their appointments or that are
required by the Securities and Exchange Commission (the "SEC") or any state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
10. USE OF THE TRUST'S NAME OR IAI'S NAME Neither the Accounting Services Agent
nor any of its affiliates shall use the name of the Trust, any of the Funds or
IAI or material relating to any of them on
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any forms (including any checks, bank drafts or bank statements) for other than
internal use in a manner not approved prior thereto in writing by the Trust and
IAI; provided, however, that during the term hereof the Trust and IAI shall
approve all uses of their name or the name of the Fund that merely refer in
accurate terms to the appointment of the Accounting Services Agent hereunder or
that are required by the SEC or any state securities commission; and further
provided, that in no event shall such approval be unreasonably withheld
11. LIABILITY OF ACCOUNTING SERVICES AGENT. The duties of the Accounting
Services Agent shall be limited to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Accounting Services
Agent hereunder. The Accounting Services Agent may, in connection with this
Agreement, employ agents or attorneys in fact and shall be liable for their
conduct in accordance with the provisions of Section 8 hereof. With respect to
its own conduct, the Accounting Services Agent shall not be liable for any loss
arising out of or in connection with its actions under this Agreement so long as
it acts in good faith and with due diligence, and is not negligent or guilty of
any willful misconduct. With the prior approval of IAI or the Trust (except with
respect to routine matters when such prior approval shall not be required), the
Accounting Services Agent may consult counsel to the Trust or the Trust's
independent public accountants or other experts with respect to any matter
arising in connection with the Accounting Services Agent's duties, and the
Accounting Services Agent shall not be liable for any action taken or omitted by
the Accounting Services Agent in good faith in reliance on the oral or written
instruction of such counsel, accountants or other experts. The Accounting
Services Agent shall not be liable for any action taken or omitted in reliance
on the oral or written instruction, authorization, approval or information
provided to the Accounting Services Agent by any person reasonably believed by
the Accounting Services Agent to be authorized by the Trust or IAI to give such
instruction, authorization, approval or information. The Accounting Services
Agent shall not be liable for any loss, liability, damage or cost arising out of
the inaccuracy of prices quoted or corporate action information supplied by any
pricing service or the Trust and used by the Accounting Services Agent in
calculating the daily net asset value of the Trust, provided that reliance by
the Accounting Services Agent on such pricing service is reasonable. The
Accounting Services Agent shall exercise reasonable oversight with respect to
the prices provided by independent pricing services. Moreover, the Accounting
Services Agent shall have no responsibility or duty to include information or
valuations to be provided by the Trust in any computation unless and until it is
timely supplied to the Accounting Services Agent in useful form and shall use
its best efforts to gather or record corporate action information not otherwise
supplied by the Trust, custodian or pricing service.
The Accounting Services Agent shall not be liable or responsible for any acts or
omissions of any predecessor accounting services agent or any other persons
having responsibility for matters to which this Agreement relates prior to the
effective date of this Agreement nor shall the Accounting Services Agent be
responsible for reviewing any such acts or omissions. Any person, even though
also an officer, director, employee or agent of the Accounting Services Agent or
any of its affiliates, who may be or become an officer or Trustee of the Trust,
shall be deemed, when rendering services to the Trust as such officer or Trustee
to be rendering such services to or acting solely for the Trust and not as an
officer, director, employee or agent or one under the control or direction of
the Accounting Services Agent or any of its affiliates, even though paid by one
of those entities. As used in this Section 11(except the preceding sentence) and
in Section 12, the term "Accounting Services Agent" shall include directors,
officers, employees and other agents of the Accounting Services Agent.
12. INDEMNIFICATION. (a) The Trust hereby agrees to indemnify and hold harmless
the Accounting Services Agent from and against all claims, demands, expenses
(including attorney's fees) and liabilities, whether with or without basis in
fact or law, of any and every nature which the Accounting Services Agent may
sustain or incur or which may be asserted against the Accounting Services Agent
by any person by reason of, or as a result of: (i) any action taken or omitted
to be taken by the Accounting Services Agent in good faith in reliance upon any
certificate, instrument, order or stock certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Trust or upon the opinion of legal counsel for the Trust or its counsel; or (ii)
any action taken or
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permitted to be taken by the Accounting Services Agent in connection with its
appointment in good faith 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. However, indemnification hereunder shall
not apply to actions or omissions of the Accounting Services Agent or its
directors, officers, employees or agents in cases of its or their own
negligence, willful misconduct, bad faith, or reckless disregard of its or their
own duties hereunder. The right to indemnity hereunder shall include the right
to advancement of defense expenses in the event of any pending or threatened
litigation; provided, however, that the Accounting Services Agent shall agree
that any advancement of expenses shall be returned to the Trust if it is
ultimately determined by an administrative or judicial tribunal that the
expenses (and related liability, if any) resulted from the Accounting Services
Agent's own willful misfeasance, bad faith, negligence or reckless disregard of
its duties and obligations under this Agreement.
The Accounting Services Agent shall give prompt written notice to the Trust of a
written assertion or claim of any threatened or pending legal proceeding which
may be subject to indemnity under this Section; provided, however, that any
inadvertent failure to notify the Trust of such written assertion or claim shall
not operate to relieve the Trust of any liability arising hereunder. The Trust
shall be entitled, if it so elects, to assume the defense of any suit brought to
enforce a claim subject to this Indemnity, and such defense shall be conducted
by counsel chosen by the Trust with notice to the Accounting Services Agent. In
the event that the Trust elects to assume the defense of any claim pursuant to
the preceding sentence, the Accounting Services Agent shall bear the fees and
expenses of additional counsel retained by it. If the Trust does not elect to
assume the defense of a claim, the Trust shall advance or reimburse the
Accounting Services Agent, at the election of the Accounting Services Agent,
reasonable fees and expenses of any counsel retained by the Accounting Services
Agent, including reasonable investigation costs.
(b) The Accounting Services Agent hereby agrees to indemnify and hold harmless
the Trust and IAI from and against all claims, demands, expenses (including
attorney's fees) and liabilities, whether with or without basis in fact or law,
of any and every nature which the Trust or IAI may sustain or incur or which may
be asserted against either of them by any person by reason of, or as a result of
any action taken or omitted to be taken by the Accounting Services Agent or any
of its directors, officers, employees or agents, to the extent that such action
was the result of its or their negligence, willful misconduct, bad faith or
reckless disregard of duties hereunder. The right to indemnity hereunder shall
include the right to advancement of defense expenses in the event of any pending
or threatened litigation.
The Trust or IAI shall give prompt written notice to the Accounting Services
Agent of a written assertion or claim of any threatened or pending legal
proceeding which may be subject to indemnity under this Section; provided,
however, that any inadvertent failure to notify the Accounting Services Agent of
such written assertion or claim shall not operate to relieve the Accounting
Services Agent of any liability arising hereunder. The Accounting Services Agent
shall be entitled, if it so elects, to assume the defense of any suit brought to
enforce a claim subject to this Indemnity, and such defense shall be conducted
by counsel chosen by the Accounting Services Agent with notice to the Trust or
IAI, as applicable. In the event that the Accounting Services Agent elects to
assume the defense of any claim pursuant to the preceding sentence and retains
counsel satisfactory to the Trust or IAI, as applicable, the Trust or IAI shall
bear the fees and expenses of additional counsel retained by it. If the
Accounting Services Agent does not elect to assume the defense of a claim, the
Accounting Services Agent shall advance or reimburse the Trust or IAI, at the
election of the such party, reasonable fees and expenses of any counsel retained
by them, including reasonable investigation costs.
13. SCOPE OF DUTIES. The Accounting Services Agent and the Trust shall
regularly consult with each other regarding the Accounting Services Agent's
performance of its obligations and its compensation under the foregoing
provisions. In connection therewith, the Fund shall submit to the Accounting
Services Agent at a reasonable time in advance of filing with the SEC copies of
any amended or supplemented Registration Statement of the Fund (including
exhibits) under the 1940 Act and the 1933
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Act, and, at a reasonable time in advance of their proposed use, copies of any
amended or supplemented forms relating to any plan, program or service offered
by the Trust. Any change in such materials that would require any change in the
Accounting Services Agent's obligations under the foregoing provisions shall be
subject to the Accounting Services Agent's approval. The Accounting Services
Agent shall have no obligation to perform any additional obligations unless
requested to do so by the Trust or IAI. In the event that IAI or the Trust
requests that the Accounting Services Agent perform services representing a
material increase in the Accounting Services Agent's obligations hereunder, and
the Accounting Services Agent agrees to do so, the Accounting Services Agent
shall be entitled to receive reasonable compensation therefor.
14. DURATION. This Agreement shall become effective as of the date first
written above and shall continue in force for one year from that date, provided,
however, that if during such one year period IAI no longer serves as investment
adviser to any Fund this Agreement will automatically terminate as to IAI only
as of the termination date of such advisory agreement, and may be amended to add
any successor investment adviser as a party hereto with the agreement of the
remaining parties (the "Initial Term"). Thereafter, this Agreement shall
continue in force from year to year (each a "Successive Term"), provided
continuance after the Initial Term is approved at least annually by (i) the vote
of a majority of the Trustees of the Trust; (ii) the vote of a majority of those
Trustees of the Trust who are not "interested persons" of the Trust, and who are
not parties to this Agreement or "interested persons" of any such party, cast at
a meeting called for the purpose of voting on the approval; and (iii) by an
appropriate officer of IAI.
15. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. The Trust, IAI or the Accounting Services Agent may terminate this
Agreement without penalty prior to the commencement of any Successive
Term by providing to the other parties 90 days prior written notice of
such termination.
c. Any party (the "terminating party") may terminate this Agreement
during the Initial Term or any Successive Term in the event of a
material breach of this Agreement by another party (the "breaching
party"), provided that the terminating party has given to the
breaching party notice of such breach, and the breaching party has not
remedied such breach within 45 days after receipt of such notice.
Upon the termination of this Agreement, the Trust shall pay to the
Accounting Services Agent such compensation and out-of-pocket expenses as may be
payable for the period prior to the effective date of such termination. In the
event that the Trust and IAI designate a successor to any of the Accounting
Services Agent's obligations hereunder, the Accounting Services Agent shall, at
the expense and direction of the Trust, transfer to such successor all relevant
books, records and other data established or maintained by the Accounting
Services Agent under the foregoing provisions. Sections 7, 9, 10, 11, 12, 15,
16, 20, 21, 22, 23, 24 and 25 shall indefinitely survive any termination of this
Agreement.
16. FORCE MAJEURE. The Accounting Services Agent shall not be liable for any
delays or errors in the performance of its obligations hereunder occurring by
reason of circumstances not reasonably foreseeable and beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns which are beyond the reasonable control of the
Accounting Services Agent and not primarily attributable to the failure of the
Accounting Services Agent to reasonably maintain or provide for the maintenance
of such equipment, the Accounting Services Agent shall, at no additional expense
to the Trust or IAI, take reasonable steps in good faith to minimize service
interruptions, but shall have no liability with respect thereto.
17. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Accounting Services Agent, the Trust and IAI.
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18. NON-EXCLUSIVE SERVICES. The types of services rendered by the Accounting
Services Agent hereunder are not exclusive. The Accounting Services Agent may
render such services to any other investment company and have other businesses
and interests.
19. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940 Act
and the rules enacted thereunder as now in effect or hereafter amended.
20. PRIVACY POLICY. It is the policy of the Accounting Services Agent to
maintain the security and privacy of all non-public personal information it
collects on its clients and/or its clients' shareholders. Personal information
that we collect may include: name, address, phone number, social security
number/tax identification number, and date of birth, which may be received on or
in applications or other forms, correspondence, or conversations. The Accounting
Services Agent restricts access to non-public personal information to those
persons who require such information to provide service to the Accounting
Services Agent's clients and/or client shareholders and does not sell, nor make
available, personally identifiable client and/or client shareholder information
to non-affiliated parties.
The Accounting Services Agent shall treat confidentially and as proprietary
information of the Trust all records and other information relating to the Trust
and prior, present or potential shareholders and shall not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except as may be required by administrative or judicial
tribunals or as requested by the Trust.
21. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand or
upon receipt if sent by certified or registered mail (postage prepaid and return
receipt requested) or by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
telex or facsimile (with request for immediate confirmation of receipt in a
manner customary for communications of such respective type and with physical
delivery of the communication being made by one or the other means specified in
this Section 21 as promptly as practicable thereafter). Notices shall be
addressed as follows:
(a) if to the Trust:
Islamia Group of Funds
c/o Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
ATTN: Xxx Xxxx
(b) if to the Accounting Services Agent:
Fund Services, Inc., d/b/a Champion Fund Services
00000 Xxxxxx Xxxxx Xxxx., Xxx. 000
Xxxxxxx, XX 00000
ATTN: Xxxxxxxx X. Xxxxxx
(c) if to IAI:
Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
ATTN: Xxx Xxxx
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or to such other respective addresses as the Trust, IAI or the Accounting
Services Agent shall designate by like notice, provided that notice of a change
of address shall be effective only upon receipt thereof.
22. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
23. GOVERNING LAW. This Agreement shall be administered, construed and enforced
in accordance with the laws of the State of Texas to the extent that such law is
not preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time.
24. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached hereto)
contains the entire Agreement and understanding of the parties with respect to
the subject matter hereof and supersedes all prior written or oral agreements
and understandings with respect thereto.
25. MISCELLANEOUS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction. This Agreement may be executed in two counterparts, each of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
ISLAMIA GROUP OF FUNDS
By:
----------------------------------------------
Xxxxxxxxxx Xxx Yar Khan
INCOME ACHIEVERS, INC.
By:
----------------------------------------------
Xxxxxxxxxx Xxx Yar Khan, President
FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By:
----------------------------------------------
Xxxxxxxx X. Xxxxxx, President
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CHAMPION FUND SERVICES(TM)
SCHEDULE A
----------
ISLAMIA GROUP OF FUNDS
ACCOUNTING SERVICES FEES
ANNUAL BASE FEE (ONE FUND): $21,000.00
Annual Asset Based Fee: Based on average net assets of the
Islamia Group of Funds
VARIABLE FEES (WAIVED): One (1) basis point of total assets per month
*ADDITIONAL FUNDS OR SHARE
CLASSES: Two to Five Cusips: $1,000.00 per month per cusip
Six or More Cusips: $ 750.00 per month per cusip
Out-of-pocket costs: Standard out-of-pocket costs including, but not limited
to, price and corporate actions quotation services,
bank service charges, wire charges, postage, courier,
telephone, travel, printing, copying, filing fees,
Trustee supplies, record retention and other
miscellaneous items. (Invoiced to Client at cost)
Conversion cost: To be determined.
*With respect to the pending merger of Islamia Group of Funds and Azzad/Dow
Xxxxx Ethical Market Fund, the Accounting Services Agent hereby agrees to
provide accounting services as outlined in this Agreement to Islamia Group of
Funds, currently a separate and distinct Trust and Series from Azzad/Dow Xxxxx
Ethical Market Fund, at the reduced fee schedule outlined as "Additional Funds
or Share Classes" (treating the Islamia Group of Funds as additional Funds
hereunder) for a period of not more than four (4) months from the execution of
the Accounting Services Agreement with Islamia Group of Funds. If the pending
merger of Islamia Group of Funds and Azzad/Dow Xxxxx Ethical Market Fund has not
taken place at the expiration of the four (4) month period, the Islamia Group of
Funds' fee schedule shall be determined without taking the Azzad/Dow Xxxxx
Ethical Market Fund into consideration for the remainder of the Agreement term
or until the merger has been completed.
ACKNOWLEDGEMENT AND ACCEPTANCE OF FEE SCHEDULE:
ISLAMIA GROUP OF FUNDS
By: Date:
------------------------------ --------------------
INCOME ACHIEVERS, INC.
By: Date:
------------------------------ --------------------
FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By: Date:
------------------------------ --------------------
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CHAMPION FUND SERVICES
SCHEDULE B
ACCOUNTING SERVICES PROVIDED BY FUND SERVICES, INC.,
D/B/A CHAMPION FUND SERVICES:
1. Journalize the Funds' investment, capital share and income and expense
activities;
2. Verify investment buy/sell trade tickets when received from the adviser and
transmit trades to the Funds' custodian for proper settlement;
3. Maintain individual ledgers for investment securities;
4. Maintain historical tax lots for each security;
5. Reconcile cash and investment balances of the Funds with the custodian, and
provide the adviser with the beginning cash balance available for
investment purposes;
6. Update the cash availability throughout the day as required by the adviser;
7. Post to and prepare the Funds' Statement of Assets and Liabilities and
Statement of Operations;
8. Calculate expenses payable pursuant to the Trust's various contractual
obligations;
9. Control all disbursements from the Trust and authorize such disbursements
upon instructions of the Trust;
10. Calculate capital gains and losses;
11. Determine the Funds' net income;
12. At the Funds' expense, obtain security market prices or if such market
prices are not readily available, then obtain such prices from services
approved by the adviser, and in either case calculate the market or fair
value of the Funds' investments;
13. Where applicable, calculate the amortized cost value of debt instruments;
14. Transmit or mail a copy of the portfolio valuations to the adviser;
15. Compute the net asset value of the Funds on a daily basis;
16. Report applicable net asset value and performance data to performance
tracking organizations;
17. Compute the Funds' yields, total returns, expense ratios and portfolio
turnover rate;
18. Prepare and monitor the expense accruals and notify Trust management of any
proposed adjustments;
19. Prepare monthly financial statements, which will include, without
limitation, the Schedule of Investments, the Statement of Assets and
Liabilities, the Statement of Operations, the Statement of Changes in Net
Assets, the Cash Statement, and the Schedule of Capital Gains and Losses;
20. Prepare monthly security transactions listings;
21. Prepare monthly broker security transactions summaries;
22. Supply various Trust and Fund statistical data as requested on an ongoing
basis;
23. Assist in the preparation of support schedules necessary for completion of
Federal and state tax returns;
24. Prepare and file the Funds' annual and semiannual reports with the SEC on
Form N-SAR;
25. Prepare and file the Funds' annual and semiannual reports to shareholders
and assist in the preparation and filing of the Funds' proxy statement, if
any;
26. Assist with the preparation of amendments to the Trust's Registration
Statements on Form N-1A and other filings relating to the registration of
shares;
27. Monitor the Funds' status as a regulated investment Trust under Subchapter
M of the Internal Revenue Code of 1986, as amended from time to time
("Code");
28. Determine the amount of dividends and other distributions payable to
shareholders as necessary to, among other things, maintain the
qualification as a regulated investment company of the Trust under the
Code;
29. Prepare monthly or quarterly reports of funds disbursed under the Funds'
Rule 12b-1 Plan(s), if any; and
30. Provide other accounting services as may be agreed from time to time in
writing by the Funds and the Accounting Services Agent.
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