ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of this ___ day of
December, 1998, by and between La Crosse Funds, Inc., a
Wisconsin corporation (the "Corporation"), and Sunstone
Financial Group, Inc., a Wisconsin corporation (the
"Administrator").
WHEREAS, the Corporation is an open-end investment
company registered under the Investment Company Act of
1940, as amended (the "1940 Act") and is authorized to
issue shares of common stock (the "Shares") in separate
series with each such series representing interests in
a separate portfolio of securities and other assets;
and
WHEREAS, the Corporation and the Administrator
desire to enter into an agreement pursuant to which the
Administrator shall provide administration and fund
accounting services to such investment portfolios of
the Corporation as are listed on Schedule A hereto and
any additional investment portfolios the Corporation
and Administrator may agree upon and include on
Schedule A as such Schedule may be amended from time to
time (such investment portfolios and any additional
investment portfolios are individually referred to as a
"Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual
promises and agreements herein contained and other good
and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. Appointment
The Corporation hereby appoints the Administrator as
administrator and fund accountant of the Funds for the
period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees
to render the services herein set forth, for the
compensation herein provided.
2. Services as Administrator
(a) Subject to the direction and control of the
Corporation's Board of Directors and utilizing
information provided by the Corporation and its agents,
the Administrator will provide the services set forth
in Schedule B hereto. The duties of the Administrator
shall be confined to those expressly specified in
Schedule B, and no implied duties are assumed by or may
be asserted against the Administrator hereunder.
(b) The Corporation shall direct its officers,
investment advisor, distributor, legal counsel,
independent accountants, transfer agent and custodian
for the Funds to cooperate with the Administrator and
to provide the Administrator, upon request, with such
information, documents and advice relating to the Funds
and the Corporation as is within the possession or
knowledge of such persons, in order to enable the
Administrator to perform its duties hereunder. In
connection with its duties hereunder, the Administrator
shall be entitled to rely, and shall be held harmless
by the Corporation when acting in reliance, upon the
instruction, advice, information or any documents
relating to the Funds provided to the Administrator by
an officer or representative of the Funds or by any of
the aforementioned persons. Fees charged by such
persons shall be an expense of the respective Fund (or
of the Funds' investment adviser) and shall not be
included in the fees payable to the Administrator. The
Administrator shall be entitled to rely on any document
which it reasonably believes to be genuine and to have
been signed or presented by the proper party. The
Administrator shall not be held to have notice of any
change of authority of any officer, agent,
representative or employee of the Corporation until
receipt of written notice thereof from the Corporation.
The Administrator shall cooperate with the Corporation
and its legal counsel, independent accountants,
custodian and transfer agent upon reasonable request in
order to enable the Corporation's service providers to
perform their duties with respect to the Funds.
(c) In compliance with the requirements of Rule 31a-
3 under the 1940 Act, the Administrator hereby agrees
that all records which it maintains for the Corporation
hereunder are the property of the Corporation and
further agrees to surrender promptly to the Corporation
any of such records upon the Corporation's request free
of any liens and charges. Subject to the terms of
Section 7, the Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940
Act the records set forth on Schedule B which are
maintained by the Administrator for the Corporation.
(d) It is understood that in determining security
valuations, the Administrator employs one or more
pricing services to determine valuations of portfolio
securities for purposes of calculating net asset values
of the Funds. The Administrator shall identify to the
Corporation and the Board of Directors any such pricing
service utilized on behalf of the Corporation. The
Administrator is authorized to rely on the prices
provided by such service(s) or by the Funds' investment
advisor or other authorized representative of the
Funds, and shall not be liable for losses to the
Corporation or its securityholders as a result of its
reliance on the valuations provided by the approved
pricing service(s) or the representative.
(e) The Administrator shall perform its duties
hereunder in compliance with all applicable laws.
(f) The Corporation and the Funds' investment
advisor have and retain primary responsibility for all
compliance matters relating to the Funds including but
not limited to compliance with the 1940 Act, the
Internal Revenue Code of 1986, as amended, and the
policies and limitations of each Fund relating to the
portfolio investments as set forth in the Prospectus
and Statement of Additional Information. The
Administrator will perform the compliance functions set
forth in Schedule B and shall advise the Corporation of
any significant compliance problems of which it becomes
aware. The Administrator's monitoring and other
functions hereunder shall not relieve the Corporation
and the investment advisor of their responsibilities
for assuring the Corporation's compliance with all
applicable laws, rules and regulations and the Board of
the Corporation's oversight responsibility with respect
thereto.
3. Fees; Delegation; Expenses
(a) In consideration of the services rendered
pursuant to this Agreement, the Corporation will pay
the Administrator a fee, computed daily and payable
monthly, as provided in Schedule C hereto, plus out-of-
pocket expenses. The Corporation shall also pay the
Administrator for organizational start-up services
provided on behalf of the Funds as specified in
Schedule C. Out-of-pocket expenses include, but are
not limited to, travel, lodging and meals in connection
with travel on behalf of the Corporation, programming
and related expenses in connection with providing
electronic transmission of data between the
Administrator and the Funds' other service providers,
brokers, dealers and depositories, and photocopying,
postage and overnight delivery expenses. Fees shall be
paid by each Fund at a rate that would aggregate at
least the applicable minimum fee for each Fund.
(b) For the purpose of determining fees payable to
the Administrator, net asset value shall be computed in
accordance with the Corporation's Prospectuses and
resolutions of the Corporation's Board of Directors.
The fee for the period from the day of the month this
Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which
such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-
rated according to the proportion which such period
bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. Should
the Corporation be liquidated, merged with or acquired
by another fund or investment company, any accrued fees
shall be immediately payable. Such fee as is
attributable to each Fund shall be a separate charge to
each Fund and shall be the several (and not joint or
joint and several) obligation of each such Fund.
(c) The Administrator will bear all expenses in
connection with the performance of its services under
this Agreement except as otherwise provided herein.
Other costs and expenses to be incurred in the
operation of the Funds, including, but not limited to:
taxes; interest; brokerage fees and commissions, if
any; salaries, fees and expenses of officers and
Directors; Securities and Exchange Commission
("Commission") fees and state Blue Sky fees; advisory
fees; charges of custodians, transfer agents, dividend
disbursing and accounting services agents; security
pricing services; insurance premiums; outside auditing
and legal expenses; costs of organization and
maintenance of corporate existence; typesetting,
printing, proofing and mailing of prospectuses,
statements of additional information, supplements,
notices and proxy materials for regulatory purposes and
for distribution to current shareholders; typesetting,
printing, proofing and mailing and other costs of
shareholder reports; expenses in connection with the
electronic transmission of documents and information
including electronic filings with the Commission and
the states; expenses incidental to holding meetings of
the Fund's shareholders and Directors; and any
extraordinary expenses; will be borne by the Funds or
their investment advisor. Expenses incurred for
distribution of shares, including the typesetting,
printing, proofing and mailing of prospectuses for
persons who are not shareholders of the Corporation,
will be borne by the investment advisor, except for
such expenses permitted to be paid by the Corporation
under a distribution plan adopted in accordance with
applicable laws, if any.
4. Proprietary and Confidential Information
The Administrator agrees on behalf of itself and its
employees to treat confidentially and as proprietary
information of the Corporation all records and other
information relative to the Funds and prior, present or
potential shareholders of the Corporation (and clients
of said shareholders), and not to use such records and
information for any purpose other than performance of
its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the
Corporation, which approval shall not be unreasonably
withheld and may not be withheld where the
Administrator may be exposed to civil or criminal
proceedings for failure to comply, when requested to
divulge such information by duly constituted
authorities, when subject to governmental or regulatory
audit or investigation, or when so requested by the
Corporation. Records and information which have become
known to the public through no wrongful act of the
Administrator or any of its employees, agents or
representatives shall not be subject to this paragraph.
5. Limitation of Liability
(a) The Administrator shall not be liable
for any error of judgment or mistake of law or for any
loss suffered by the Funds in connection with the
matters to which this Agreement relates, except for a
loss resulting from the Administrator's willful
misfeasance, bad faith or negligence in the performance
of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
Furthermore, the Administrator shall not be liable for
any action taken or omitted to be taken in accordance
with instructions received by the Administrator from
an officer or representative of the Corporation.
(b) The Administrator assumes no
responsibility hereunder, and shall not be liable, for
any damage, loss of data, errors, delay or any other
loss whatsoever caused by events beyond its reasonable
control. The Administrator will, however, take all
reasonable steps to minimize service interruptions for
any period that such interruption continues beyond its
control.
6. Year 2000 Compliance
Administrator acknowledges that the Corporation
has inquired of Administrator as to the Year 2000
compliance status of its computer systems and software
and those of its software vendors. Administrator shall
report to the Board of the Corporation at least
quarterly as to the Year 2000 compliance status of its
mission critical computer systems and software .
7. Term
(a) This Agreement shall become effective with
respect to each Fund listed on Schedule A hereof as of
the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is
executed. This Agreement shall continue in effect with
respect to each Fund for a period of one-year from the
date hereof. Thereafter, if not terminated as provided
herein, this Agreement shall continue automatically in
effect as to each Fund for successive annual periods.
(b) This Agreement may be terminated with respect to
any one or more particular Funds without penalty (i)
upon mutual consent of the parties, or (ii) by either
party upon not less than ninety (90) days' written
notice to the other party (which notice may be waived
by the party entitled to the notice) (the "Notice
Period"). 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 Administrator and the Corporation. During
the Notice Period the Administrator shall not reduce
the level of service provided to the Corporation and,
subject to subparagraph (c) below, shall assist the
Corporation in the transition of the functions to the
successor administrator.
(c) Notwithstanding anything herein to the contrary,
upon the termination of this Agreement or the
liquidation of a Fund or the Corporation, the
Administrator shall deliver the records of the Fund(s)
and/or Corporation as the case may be to the
Corporation or person(s) designated by the Corporation
and thereafter the Corporation or its designee shall be
solely responsible for preserving the records for the
periods required by all applicable laws, rules and
regulations. In addition, in the event of termination
of this Agreement, or the proposed liquidation or
merger of the Corporation or a Fund(s), and the
Corporation requests the Administrator to provide
services in connection therewith, the Administrator
shall provide such services and be entitled to such
compensation as the parties may mutually agree.
8. Non-Exclusivity
The services of the Administrator rendered to the
Corporation are not deemed to be exclusive. The
Administrator may render such services and any other
services to others, including other investment
companies. The Corporation recognizes that from time
to time directors, officers and employees of the
Administrator may serve as trustees, directors,
officers and employees of other entities (including
other investment companies), that such other entities
may include the name of the Administrator as part of
their name and that the Administrator or its affiliates
may enter into investment advisory or other agreements
with such other entities.
9. Governing Law; Invalidity
This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin. To
the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be
construed in a manner inconsistent with the 1940 Act or
any rule or order of the Commission thereunder. Any
provision of this Agreement which may be determined by
competent authority to be prohibited or unenforceable
in any jurisdiction and shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in
any other jurisdiction.
10. Notices
Any notice required or permitted to be given by
either party to the other pursuant to Paragraph 7 shall
be in writing and shall be deemed to have been given
when sent by registered or certified mail, postage
prepaid, return receipt requested, as follows: Notice
to the Administrator shall be sent to Sunstone
Financial Group, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, XX, 00000, Attention Xxxxxx X. Xxxxxxx,
and notice to the Corporation shall be sent to La
Crosse Funds, Inc. 000 Xxxx Xxxxxx, Xx Xxxxxx,
Xxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxx.
11. Entire Agreement
This Agreement constitutes the entire Agreement of
the parties hereto.
12. Counterparts
This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original agreement but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
LA CROSSE FUNDS, INC.
(the "Corporation")
By:______________________
Xxxxxx X. Xxxxx
President
SUNSTONE FINANCIAL GROUP, INC.
("Administrator")
By:_______________________
President
Schedule A
to the
Administration and Fund Accounting Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
Fund Effective Date
La Crosse Large Cap Stock Fund December __, 1998
Schedule B
to the
Administration and Fund Accounting Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
Services
1. Provide office space, facilities, equipment and
personnel to carry out Administrator's services
hereunder:
2. Compile data for and prepare with respect to the
Funds timely Notices to the Commission required
pursuant to Rule 24f-2 under the 1940 Act and Semi-
Annual Reports on Form N-SAR;
3. Assist in the preparation of, for execution by the
Corporation, and file all federal income and excise tax
returns and state income tax returns (and such other
required tax filings as may be agreed to by the
parties) other than those required to be made by the
Corporation's custodian or transfer agent, subject to
review and approval of the Corporation and the
Corporation's independent accountants;
4. Prepare the financial statements for the Annual
and Semi-Annual Reports required pursuant to Section
30(d) under the 1940 Act;
5. Review drafts of the Registration Statement for
the Corporation relating to the Funds subject to this
Agreement (on Form N-1A or any replacement therefor)
and any amendments thereto as prepared by Fund counsel
and the Corporation, and provide the financial data for
the foregoing;
6. Determine and periodically monitor each Fund's
income and expense accruals and cause all appropriate
expenses to be paid from Corporation assets on proper
authorization from the Corporation;
7. Assist in the acquisition of the Corporation's
fidelity bond required by the 1940 Act, monitor the
amount of the bond and make the necessary Commission
filings related thereto;
8. Calculate daily net asset values and income
factors of each Fund;
9. Maintain all general ledger accounts and related
subledgers;
10. Perform security valuations in accordance with the
terms of the Funds' then current Prospectus and
instructions of the Corporation's Board of Directors;
11. From time to time as the Administrator deems
appropriate, check each Fund's compliance with the
policies and limitations of each Fund relating to the
portfolio investments as set forth in the Prospectus,
Statement of Additional Information, Articles and
Bylaws and monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (but these functions
shall not relieve the Corporation and the investment
adviser of their of their responsibilities for assuring
the Corporation's compliance with all applicable laws,
rules and regulations and the Board's oversight
responsibilities with respect thereto);
12. Maintain, and/or coordinate with the other service
providers the maintenance of the accounts, books and
other documents required pursuant to Rule 31a-1(a) and
(b) under 1940 Act;
13. Prepare and/or file securities registration
compliance filings with the states identified by the
Corporation to maintain the Fund's securities
registration with the advice of the Corporation's legal
counsel;
14. Develop with legal counsel and the Corporation an
agenda for each board meeting and, if requested by the
directors, attend board meetings and prepare minutes;
15. Prepare Form 1099s for directors and other fund
vendors;
16. Calculate dividend and capital gains distributions
subject to review and approval by the Corporation and
its independent accountants;
17. Distribute to Fund access persons and receive
quarterly transaction reports under the Funds' Code of
Ethics, review reported transactions and report to the
Board any transactions by access persons reported to
have occurred within 7 days before or after a trade in
the same security by a Fund (or such other window as
the Board of Directors shall request);
18. Assist in the in-kind exchange of assets from
North Central Trust Company's Common Trust Fund C:
Equity and NCTC Growth Common Fund for shares of the
Fund in accordance with procedures adopted by the
Corporation, with the advice of legal counsel to the
Corporation; and
19. Generally assist in the Corporation's
administrative operations as mutually agreed to by the
parties.
Schedule C
to the
Administration and Fund Accounting Agreement
by and between
La Crosse Funds, Inc.
and
Sunstone Financial Group, Inc.
Name of Fund Annual Fees
La Crosse Large Cap Up to $50 Million 28 basis points (0.28%)
Stock Fund $50 Million to $100 Million 20 basis points (0.20%)
$100 Million to $250 Million 12 basis points (0.12%)
Over $250 Million 6 basis points (0.06%)
The foregoing fees for the initial Fund are subject to
a minimum annual fee of $115,000. The fees assume a
single class of shares. In addition, the Corporation
shall also pay/reimburse the Administrator's out-of-
pocket expenses as described in the Agreement. The
minimum annual fee is subject to an annual escalation
provision of 6%, which escalation shall be effective
commencing one year from the effective date of this
Agreement. Additional Funds shall also be subject to a
minimum annual fee and an annual escalation provision
which fees and escalation shall be specified in an
amendment to this Schedule C relating to the additional
Fund(s).
Additional fees shall apply when adding any additional
Fund(s) as compensation for the Administrator's
services in connection with the organization of the new
Fund(s). The Administrator shall provide such services
and be entitled to such compensation as the parties may
mutually agree in writing.
The Corporation shall pay the Administrator $_______
for its initial start-up services for the Funds.
