Blue Sky Compliance Servicing Agreement
This contract between the Lord Asset Management Trust, a Delaware business
trust, on behalf of the Xxxxxx Xxxxx World Fund (the "Fund"), an open-end
investment company (the "Trust"), and Firstar Trust Company, a Wisconsin
corporation ("FTC"), is entered into on this First day of November, 1995.
Witnesseth:
Whereas, the Trust is an open-end management company which is registered
under the Investment Company Act of 1940; and
Whereas, the Fund desires FTC to provide state registration compliance
services; and
Whereas, FTC is in the business of providing, among other things, state
registration services to investment companies;
Now, therefore, the parties do mutually promise and agree as follows:
I. Duties and responsibilities of FTC
A. Prepare and file all initial state registrations and renewals, including
all necessary post-effective amendments, sales reports, and other
required state filings
1. All renewals subject to written approval signed by an authorized
official of the Fund
2. FTC agrees to register the Fund as so to minimize the registration
fees paid to each state, as agreed upon from time to time between the
Fund and FTC, by taking into account such items as exempt
transactions.
B. Monitor status in each state
C. Develop Blue Sky sales interface with all relevant discount brokerage
and other financial institutions as directed by the Fund
D. Send periodic reports to the Fund reflecting status of each state
permit
II. Compensation
The Fund agrees to pay FTC for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in the
attached Schedule B.
These fees may be changed from time to time, subject to mutual written
Agreement between the Fund and FTC.
The Fund agrees to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
III. Performance of Service; Limitation of Liability
FTC shall exercise reasonable care in the performance of its duties under
the Agreement. FTC will indemnify and make the Fund whole for any loss or
damages (including reasonable fees and expenses of legal counsel) arising
out of or in connection with FTC's bad faith, willful misconduct, or
negligence in the performance of its duties under xxxxx Agreement. The Fund
agrees to reimburse and make FTC whole for any loss or damages (including
reasonable fees and expenses of legal counsel) arising out of or in
connection with its actions under this Agreement so long as FTC acts in
good faith and is not negligent or guilty of any willful misconduct.
Except as specified below, FTC shall not be liable or responsible for
delays or errors occurring by reason of circumstances beyond its control,
including acts of civil or military authority, natural or state
emergencies, fire, mechanical breakdown, flood or catastrophe, act of God,
insurrection, war, riots, or failure of transportation, communication,
or power supply.
In the event of a mechanical breakdown beyond its control, FTC shall take
all reasonable steps to minimize service interruptions for any period that
such interruption continues beyond FTC's control. FTC will make every
reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of FTC. FTC agrees
that it shall, at all times, have reasonable contingency plans with
appropriate parties, making reasonable provisions for emergency use of
electrical data processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to inspect FTC's
premises and operating capabilities at any time during regular business
hours of FTC, upon reasonable notice to FTC.
This indemnification includes any act, omission to act, or delay by FTC in
reliance upon, or in accordance with, any written or oral instruction it
receives from any duly authorized officer of the Trust.
Regardless of the above, FTC reserves the right to reprocess and correct
administrative errors at its own expense.
IV. Confidentiality
FTC shall handle, in confidence, all information relating to the Fund's
business which is received by FTC during the course of rendering any
service hereunder.
V. Data Necessary to Perform Service
The Fund or its agent, which may be FTC, shall furnish to FTC the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon.
VI. Terms of Agreement
This Agreement shall become effective as of the date hereof and, unless
sooner terminated as provided herein, shall continue in effect with respect
to the Fund for a period of two years. Thereafter, if not terminated, this
Agreement shall continue automatically in effect for successive annual
periods unless otherwise terminated by either party upon giving ninety (90)
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties.
VII. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of
FTC's duties or responsibilities hereunder is designated by the Fund by
written notice to FTC, FTC will promptly, upon such termination and at the
expense of the Fund, transfer to such successor all relevant books, records,
correspondence, and other data established or maintained by FTC under this
Agreement in a form reasonably acceptable to the Fund (if such form differs
from the form in which FTC has maintained, the Fund shall pay any expense
associated with transferring the data to such form), and will cooperate in
the reasonable transfer of such duties and responsibilities, including
provision for assistance from FTC's personnel in the establishment of books,
records, and other data by such successor.
VIII. Choice of Law
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin.
IX. Disclaimer of Liability
This Agreement is executed on behalf of the Trust by its officers in their
capacities as officers and not individually. The obligations of the Trust
under this Agreement are not binding upon the Trust's trustees, officers, or
shareholders individually, but are binding only upon the assets and property
of the Fund to which the services performed pursuant to this Agreement
relate.
LORD ASSET MANAGEMENT TRUST FIRSTAR TRUST COMPANY
By: Xxxxxx X. Xxxxx Xx. By: Xxxxx X. Xxxxx
Attest: Xxxxx X. Xxxxxxxx Attest: Xxxx X. Xxxxxxxx
Schedule B
Xxxxxx Xxxxx World Fund
Blue Sky Compliance
Fee Schedule
Annual Fee
Registration for up to 25 states $7,500.00
Registration for more than 25 states $10,000.00
Out-of-pocket expenses, including, but not limited to:
Postage
Stationary
Programming
Proxies
Retention of records
Special Reports
Federal and State regulatory filings
Certian insurance premiums
All other out-of-pocket expenses
Expenses from the Board of Trustees meetings
Auditing and legal expenses
Out-of-pocket expenses charged at cost
Fees are billed monthly
