ADMINISTRATION & ACCOUNTING
SERVICE AGREEMENT
BETWEEN
QUESTAR FUNDS, INC.
ON BEHALF OF ITS SERIES,
AZZAD/DOW XXXXX ETHICAL MARKET FUND,
AND
AMERICAN DATA SERVICES, INC.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
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INDEX
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1. APPOINTMENT AND DELIVERY OF DOCUMENTS...................................3
2. DUTIES OF ADS...........................................................4
ADMINISTRATION..............................................................4
FUND ACCOUNTING.............................................................8
3. COMPENSATION OF ADS.....................................................9
4. EXPENSES ASSUMED AS ADMINISTRATOR......................................10
5. RESPONSIBILITY AND INDEMNIFICATION......................................10
6. REPORTS.................................................................12
7. ADDITIONAL FUNDS AND CLASSES............................................12
8. ACTIVITIES OF ADS.......................................................12
9. RECORDS.................................................................13
10. CONFIDENTIALITY.........................................................13
11. EFFECTIVENESS, DURATION, AND TERMINATION................................14
12. ASSIGNMENT..............................................................15
13. FORCE MAJEURE...........................................................15
14. SERVICE DAYS............................................................16
15. NOTICES.................................................................16
16. MISCELLANEOUS...........................................................16
SCHEDULE A..................................................................19
(A)ADMINISTRATIVE SERVICE FEE:..............................................19
FEE INCREASES...............................................................20
(B)EXPENSES.................................................................20
(C)STATE REGISTRATION (BLUE SKY) FEES:......................................20
(D)SPECIAL REPORTS..........................................................20
(E)SERVICE DEPOSIT..........................................................21
(F)CONVERSION CHARGE: (EXISTING FUNDS ONLY).................................21
SCHEDULE B..........................................Error! Bookmark not defined.
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QUESTAR FUNDS, INC.
AZZAD/DOW XXXXX ETHICAL MARKET FUND
ADMINISTRATION & ACCOUNTING SERVICE AGREEMENT
AGREEMENT made this __ th day of October, 2000, by and between Questar
Funds, Inc. (the "Corporation"), a Maryland corporation, on behalf of its
series, the Azzad/Dow Xxxxx Ethical Market Fund (the "Fund"), having its
principal office and place of business at 000 Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx
000, Xxx Xxxx 00000, and American Data Services, Inc. ("ADS"), a New York
Corporation having its principal office and place of business at the Hauppauge
Corporate Center, 000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000.
WHEREAS, the Corporation is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is authorized to issue shares of the Fund
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets, and is authorized to divide
those series into separate classes; and
WHEREAS, the Corporation offers Shares of the Fund; and
WHEREAS, the Corporation desires that ADS perform certain
administrative and accounting services for the Fund and ADS is willing to
provide those services on the terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Corporation and ADS hereby agree as follows:
1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Corporation hereby appoints ADS, and ADS hereby agrees, to act as
administrator of the Corporation, with respect to the Fund's Shares,
for the period and on the terms set forth in this Agreement.
(b) In connection therewith, the Corporation has delivered to ADS copies
of
(i) the Corporation's Articles of Incorporation and Bylaws
(collectively, as amended from time to time, "Organic
Documents"),
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(ii) the Corporation's Registration Statement on Form N-1A and all
amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), or the 1940 Act (the
"Registration Statement"),
(iii) the Corporation's notification of registration under the 1940
Act on Form N-8A as filed with the SEC;
(iv) the Corporation's current Prospectus and Statement of Additional
Information for the Fund (collectively, as currently in effect
and as amended or supplemented, the "Prospectus"),
(v) the current plan of distribution or similar document adopted by
the Corporation, on behalf of the Fund, under Rule 12b-1 under
the 1940 Act ("Plan") and the current shareholder service plan or
similar document adopted by the Corporation ("Service Plan"), and
(vi) all procedures adopted by the Corporation with respect to the
Fund (e.g., procedures relating to rule 17a-7 transactions,
repurchase agreements, etc.), and shall promptly furnish ADS with
all amendments of or supplements to the foregoing. The
Corporation shall deliver to ADS a certified copy of the
resolution of the Board of Directors of the Corporation (the
"Board") appointing ADS and authorizing the execution and
delivery of this Agreement.
2. DUTIES OF ADS.
ADMINISTRATION
(a) Subject to the direction and control of the Board, ADS shall manage
all aspects of the Fund's operations with respect to the Fund except
those that are the responsibility of any other service provider hired
by the Corporation, on behalf of the Fund, all in such manner and to
such extent as may be authorized by the Board.
(b) ADS shall provide persons suitable to the Board to serve as officers
of the Corporation;
(c) ADS will provide the Fund with the adequate general office space,
communication facilities and personnel to perform the services for the
Fund described in this Section 2.
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(d) oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer
agent and dividend disbursing agent as well as legal, auditing,
shareholder servicing and other services performed for the Fund,
including:
(i) the preparation and maintenance by the Fund's custodian, transfer
agent, dividend disbursing agent and fund accountant in such
form, for such periods and in such locations as may be required
by applicable United States law, of all documents and records
relating to the operation of the Fund required to be prepared or
maintained by the Corporation, on behalf of the Fund, or its
agents pursuant to applicable law;
(ii) the reconciliation of account information and balances among the
Fund's custodian, transfer agent, dividend disbursing agent and
fund accountant;
(iii) the transmission of purchase and redemption orders for Shares of
the Fund; and
(iv) the performance of fund accounting, including the calculation of
the net asset value of Fund Shares;
(e) assist the Fund's investment adviser in monitoring Fund holdings for
compliance with Prospectus investment restrictions and assist in
preparation of periodic compliance reports, as applicable;
(f) Prepare and coordinate the printing of semi-annual and annual
financial statements;
(g) Prepare selected management reports for performance and compliance
analyses agreed upon by the Fund and ADS from time to time;
(h) advise the Corporation and the Board on matters concerning the Fund
and its affairs;
(i) with the cooperation of the counsel to the Fund, the investment
adviser, officers of the Corporation and other relevant parties,
prepare and disseminate materials for meetings of the Board as such
meetings relate to the Fund, including agendas and selected financial
information as agreed upon by the Fund and ADS from time to time;
attend and participate in Board meetings to the extent requested by
the Board; and prepare or cause to be prepared minutes of the meetings
of the Board;
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(j) Determine income and capital gains available for distribution and
calculate distributions required to meet regulatory, income, and
excise tax requirements, to be reviewed by the Fund's independent
public accountants;
(k) Prepare the Fund's federal, state, and local tax returns to be
reviewed by the Fund's independent public accountants;
(l) Prepare and maintain the Fund's operating expense budget to determine
proper expense accruals to be charged to the Fund in order to
calculate it's daily net asset value;
(m) in consultation with counsel for the Fund, assist in and oversee the
preparation, filing, printing and where applicable, dissemination to
shareholders of the following:
(i) amendments to the Corporation's Registration Statement on Form
N-1A as it relates to the Fund;
(ii) periodic reports to the Funds' shareholders and the Commission,
including but not limited to annual reports and semi-annual
reports;
(iii) notices pursuant to Rule 24f-2;
(iv) proxy materials; and
(v) reports to the SEC on Form N-SAR.
(n) coordinate the Fund's annual or SEC audit by:
(i) assisting the Fund's independent auditors, or, upon approval of
the Corporation, on behalf of the Fund, any regulatory body, in
any requested review of the Fund's accounts and records;
(ii) providing appropriate financial schedules (as requested by the
Fund's independent public accountants or by SEC examiners); and,
(iii) providing office facilities as may be required.
(o) after consultation with counsel for the Fund and the investment
adviser, determine the jurisdictions in which Shares of the Fund shall
be registered or qualified for sale; register, or prepare applicable
filings with respect to, the Shares with the various state and other
securities commissions, provided that all fees for the registration of
Shares or for qualifying or continuing the qualification of the Fund
shall be paid by the Fund;
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(p) monitor sales of Fund Shares, ensure that the Shares are properly and
duly registered with the SEC;
(q) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Fund and other appropriate purposes;
(r) prepare, or cause to be prepared, expense and financial reports,
including Fund budgets, expense reports, pro-forma financial
statements, expense and profit/loss projections and fee waiver/expense
reimbursement projections on a periodic basis;
(s) authorize the payment of Fund expenses and pay, from Fund assets, all
bills of the Fund;
(t) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information with respect to investment companies;
(u) assist the Corporation, on behalf of the Fund, in the selection of
other service providers of the Fund, such as independent public
accountants, legal counsel and proxy solicitors; and perform such
other recordkeeping, reporting and other tasks as may be specified
from time to time in the procedures adopted by the Board on behalf of
the Fund; PROVIDED HOWEVER, that ADS need not begin performing any
such task except upon 65 days' notice and pursuant to mutually
acceptable compensation agreements.
(v) ADS shall provide such other services and assistance relating to the
affairs of the Fund as the Corporation, on behalf of the Fund, may,
from time to time, reasonably request pursuant to mutually acceptable
compensation agreements.
(w) Except with respect to ADS' duties as set forth in this Section 2 and
except as otherwise specifically provided herein, the Corporation
assumes all responsibility for ensuring that the Fund complies with
all applicable requirements of the Securities Act, the 1940 Act and
any laws, rules and regulations of governmental authorities with
jurisdiction over the Fund and the Corporation. All references to any
law in this Agreement shall be deemed to include reference to the
applicable rules and regulations promulgated under authority of the
law and all official interpretations of such law or rules or
regulations.
(x) In order for ADS to perform the services required by this Section 2,
the Corporation (i) shall cause all service providers to the Fund to
furnish any and all information to ADS, and assist ADS as may be
required and (ii) shall ensure that ADS has access to all records and
documents maintained by the Corporation, on behalf of the Fund, or any
service provider to the Fund.
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ADS shall, for all purposes herein, be deemed to be an independent contractor
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed an agent of
the Fund.
FUND ACCOUNTING
I. SERVICES. ADS may from time to time adopt procedures, or modify its
procedures, to implement the terms of this Section. With respect to the
Fund, ADS shall perform the following services:
(a) Timely calculate the net asset value per share with the frequency
prescribed in the Fund's then-current Prospectus and transmit the
Fund's net asset value to NASDAQ, and communicate such net asset value
to the Fund and its transfer agent;
(b) Calculate each item of income, expense, deduction, credit, gain and
loss, if any, as required by the Corporation, on behalf of the Fund,
and in conformance with generally accepted accounting practice
("GAAP"), the SEC's Regulation S-X (or any successor regulation) and
the Internal Revenue Code of 1986, as amended (or any successor
laws)(the "Code");
(c) ADS shall prepare and maintain on behalf of the Corporation the
following books and records of the Fund, pursuant to Rule 31a-1 under
the 1940 Act, as such rule or any successor rule may be amended from
time to time ("Rule 31a-1"), that are applicable to the fulfillment of
ADS' duties hereunder, as well as any other documents necessary or
advisable for compliance with applicable regulations as may be
mutually agreed to between the Corporation, on behalf of the Fund, and
ADS. Without limiting the generality of the foregoing, ADS will
prepare and maintain the following records upon receipt of information
in proper form from the Fund or its authorized agents:
-- Cash receipts journal
-- Cash disbursements journal
-- Dividend record
-- Purchase and sales - portfolio securities journals
-- Subscription and redemption journals
-- Security ledgers
-- Broker ledger
-- General ledger
-- Daily expense accruals
-- Daily income accruals
-- Securities and monies borrowed or loaned and collateral therefore
-- Foreign currency journals
-- Trial balances;
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(d) Make such adjustments over such periods as ADS, in its capacity as
administrator of the Fund, deems reasonably necessary, to reflect
over-accruals or under-accruals of estimated expenses or income;
(e) Provide the Fund and its investment adviser with daily portfolio
valuation, net asset value calculation and other standard operational
reports as requested from time to time;
(f) Provide all raw data available from its mutual fund accounting system
for management's or ADS', in its capacity as the Fund's administrator,
preparation of the following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR;
3. Annual tax returns;
4. Financial data necessary to update form N-1a;
5. Annual proxy statement;
(g) Provide facilities to accommodate annual audit by the Fund's
independent public accountants and, upon approval of the Corporation,
any audits or examinations conducted by the SEC or any other
governmental or quasi-governmental entities with jurisdiction;
(h) Transmit to and receive from the Fund's transfer agent, appropriate
data on a daily basis, including a daily reconciliation of the
outstanding Shares, and other data with the transfer agent;
(i) Periodically reconcile all appropriate data with the Fund's custodian;
(j) Perform such other recordkeeping, reporting and other tasks as may be
specified from time to time in the procedures adopted by the Board on
behalf of the Fund; PROVIDED HOWEVER, that ADS need not begin
performing any such task except upon 65 days' notice and pursuant to
mutually acceptable compensation agreements.
3. COMPENSATION OF ADS.
(a) For the services provided by ADS pursuant to this Agreement, the
Corporation, on behalf of the Fund, agrees to pay ADS the fees set
forth in SCHEDULE A annexed hereto. Fees will begin to accrue for the
Fund on the effective date of this Agreement.
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(b) In addition to the fees paid under subsection (a), the Corporation
agrees to reimburse ADS for out-of-pocket expenses or advances
incurred by ADS for the items set out in SCHEDULE A which relate to
the Fund. In addition, the Corporation will reimburse any other
expenses incurred by ADS on behalf of the Fund at the request or with
the consent of the Corporation.
(c) The fees, out-of pocket expenses and advances identified in the
foregoing subsections (a) and (b) above may be changed from time to
time subject to a written agreement between the Corporation, on behalf
of the Fund, and ADS.
(d) The Corporation agrees to pay all fees and reimbursable expenses
within ten (10) days following the receipt of the respective billing
notice.
4. EXPENSES ASSUMED AS ADMINISTRATOR.
Except as specifically stated in this Agreement, ADS shall pay all
expenses incurred by it in performing its services and duties as Administrator
of the Fund. The Corporation will bear all other expenses to be incurred in the
operation of the Fund (other than those borne by the investment adviser)
including taxes, interest, brokerage fees and commissions, if any, a pro rata
portion of any fees due to the Corporation's Directors who are not officers,
directors, partners, employees or holders of five percent or more of the
outstanding voting securities of ADS or any of their affiliates, SEC fees and
state blue sky registration or qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees, payments under the
Plan and Service Plan, certain insurance premiums, outside auditing and legal
expenses, costs of maintaining corporate existence, costs attributable to
shareholder services, including without limitation telephone and personnel
expenses, costs of preparing and printing Prospectuses for regulatory purposes,
costs of shareholders' reports and Corporation meetings (as they relate to the
Fund) and any extraordinary expenses
5. RESPONSIBILITY AND INDEMNIFICATION.
(a) ADS shall be held to the exercise of reasonable care in carrying out
the provisions of the Agreement, but shall be without liability to the
Fund for any action taken or omitted by it in good faith without gross
negligence, bad faith, willful misconduct or reckless disregard of its
duties hereunder. ADS shall be entitled to rely upon and may act upon
the accounting records and reports generated by the Fund, advice of
the Fund, or of counsel for the Fund and upon statements of the Fund's
independent accountants, and shall be without liability for any action
reasonably taken or omitted pursuant to such records and reports or
advice, provided that such action is not, to the knowledge of ADS, in
violation of applicable federal or state laws or regulations, and
provided further that such action is taken without gross negligence,
bad faith, willful misconduct or reckless disregard of its duties.
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(b) ADS shall not be liable to the Fund for any error of judgment or
mistake of law or for any loss arising out of any act or omission by
ADS in the performance of its duties hereunder except as hereinafter
set forth. Nothing herein contained shall be construed to protect the
ADS against any liability to the Fund or its security holders to which
ADS shall otherwise be subject by reason of gross negligence or bad
faith in the performance of its duties on behalf of the Fund, reckless
disregard of ADS's obligations and duties under this Agreement or the
willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither ADS nor
its stockholders, officers, directors, employees or agents shall be
subject to, and the Fund shall indemnify and hold such persons
harmless from and against, any liability for and any damages, expenses
or losses incurred by reason of the inaccuracy of information
furnished to ADS by the Fund or its authorized agents or in connection
with any error in judgment or mistake of law or any act or omission in
the course of, connected with or arising out of any services to be
rendered hereunder, except by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties, by reason of
reckless disregard of ADS' obligations and duties under this Agreement
or the willful violation of any applicable law.
(D) ERRORS OF OTHERS. ADS shall not be liable for the errors of other
service providers to the Fund, including the errors of pricing
services (other than to pursue all reasonable claims against the
pricing service based on the pricing services' standard contracts
entered into by ADS) and errors in information provided by an
investment adviser (including prices and pricing formulas and the
untimely transmission of trade information), custodian or transfer
agent to the Fund.
(E) NAV ERRORS. Notwithstanding anything to the contrary in this
Agreement, ADS shall not be liable to the Fund or any shareholder of
the Fund for (i) any loss to the Fund if an NAV Difference for which
ADS would otherwise be liable under this Agreement is less than or
equal to 0.001 (1/10 of 1%) of the net assets of the Fund or if the
aggregate dollar amount of the loss to the Corporation is less than
0.005 (1/2 of 1%) of the net assets of the Fund or (ii) any loss to a
shareholder of the Fund if the NAV Difference for which ADS would
otherwise be liable under this Agreement is less than or equal to
0.005 (1/2 of 1%) or if the loss in the shareholder's account with the
Fund is less than or equal to $25. Any loss for which ADS is
determined to be liable hereunder shall be reduced by the amount of
gain which inures to shareholders, whether to be collected by the Fund
or not.
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(F) DEFINITION OF "NAV DIFFERENCE." For purposes of this Agreement, (i)
the NAV Difference shall mean the difference between the NAV at which
a shareholder purchase or redemption should have been effected
("Recalculated NAV") and the NAV at which the purchase or redemption
is effected, divided by the Recalculated NAV, (ii) NAV Differences and
any ADS liability therefrom are to be calculated each time the Fund's
NAV is calculated, (iii) in calculating any NAV Difference for which
ADS would otherwise be liable under this Agreement for a particular
NAV error, Fund losses and gains shall be netted and (iv) in
calculating any NAV Difference for which ADS would otherwise be liable
under this Agreement for a particular NAV error that continues for a
period covering more than one NAV determination, Fund losses and gains
for the period shall be netted.
6. REPORTS.
(a) The Fund shall provide to ADS on a quarterly basis a report of a duly
authorized officer of the Corporation representing that all
information furnished to ADS during the preceding quarter was true,
complete and correct to the best of its knowledge. ADS shall not be
responsible for the accuracy of any information furnished to it by the
Fund, and the Fund shall hold ADS harmless in regard to any liability
incurred by reason of the inaccuracy of such information.
(b) ADS shall provide to the Board, on a quarterly basis, a report, in
such a form as ADS and the Fund shall from time to time agree,
representing that, to its knowledge, the Fund was in compliance with
all requirements of applicable federal and state law, including
without limitation, the rules and regulations of the SEC and the
Internal Revenue Service, or specifying any instances in which the
Fund was not so in compliance. Whenever, in the course of performing
its duties under this Agreement, ADS determines, on the basis of
information supplied to ADS by the Fund, that a violation of
applicable law has occurred, or that, to its knowledge, a possible
violation of applicable law may have occurred or, with the passage of
time, could occur, ADS shall promptly notify the Fund and its counsel
of such violation.
7. ACTIVITIES OF ADS.
(a) ADS shall be free to render similar services to others so long as its
services hereinunder are not impaired thereby.
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(b) ADS may subcontract any or all of its responsibilities pursuant to
this Agreement to one or more corporations, trusts, firms, individuals
or associations, which may be affiliated persons of ADS, who agree to
comply with the terms of this Agreement; provided, that any such
subcontracting shall not relieve ADS of its responsibilities
hereunder. ADS may pay those persons for their services, but no such
payment will increase ADS' compensation from the Fund.
8. RECORDS.
MAINTENANCE OF AND ACCESS TO RECORDS. ADS shall maintain records
relating to its services, such as journals, ledger accounts and other records,
as are required to be maintained under the 1940 Act and Rule 31a-1 thereunder.
The books and records pertaining to the Fund that are in possession of ADS shall
be the property of the Corporation. The Corporation, or the Corporation's
authorized representatives, shall have access to such books and records at all
times during ADS' normal business hours. Upon the reasonable request of the
Corporation, copies of any such books and records shall be provided promptly by
ADS to the Corporation or the Corporation's authorized representatives. In the
event the Corporation designates a successor that assumes any of ADS's
obligations hereunder with respect to the Fund, ADS shall, at the expense and
direction of the Fund, transfer to such successor all relevant books, records
and other data established or maintained for the Fund by ADS under this
Agreement.
INSPECTION OF RECORDS. In case of any requests or demands for the
inspection of the records of the Fund maintained by ADS, ADS will endeavor to
notify the Fund and to secure instructions from an authorized officer of the
Corporation as to such inspection. ADS shall abide by the Fund's instructions
for granting or denying the inspection; provided, however, that ADS may grant
the inspection without instructions if ADS is advised by counsel to ADS that
failure to do so will result in liability to ADS.
9. CONFIDENTIALITY.
ADS agrees to treat all records and other information related to the
Fund as proprietary information of the Corporation and, on behalf of itself and
its employees, to keep confidential all such information, except that ADS may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
13
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the
Corporation, which approval shall not be unreasonably withheld and may
not be withheld where ADS may be exposed to civil or criminal contempt
proceedings for failure to release the information, when requested to
divulge such information by duly constituted authorities or when so
requested by the Corporation.
10. EFFECTIVENESS, DURATION, AND TERMINATION
(a) This Agreement shall become effective on the latter of the date first
above written or the date upon which the Fund commences investment
operations.
(b) This Agreement shall remain in effect for a period of three (3) years
from the date of its effectiveness and shall continue in effect for
successive twelve-month periods; provided that such continuance is
specifically approved at least annually by the Board and by a majority
of the Directors who are not parties to this Agreement or interested
persons of any party thereto.
(c) In the event of a material breach of this Agreement by either party,
the non-breaching part shall notify the breaching party in writing of
such breach and upon receipt of such notice, the breaching party shall
by 45 days to remedy the breach. If said breach is not remedied to the
reasonable satisfaction of the non-breaching party, the non-breaching
party may thereafter terminate this Agreement immediately.
If after such termination for so long as ADS, with the written consent
of the Corporation, in fact continues to perform any one or more of
the services contemplated by this Agreement or any schedule or exhibit
hereto, the provisions of this Agreement, including without
limitation, the provisions dealing with indemnification, shall
continue in full force and effect.
Compensation due ADS and unpaid by the Fund upon such termination
shall be immediately due and payable upon, and notwithstanding, such
termination.
(d) If at any time during the initial or any subsequent term of this
Agreement, ADS is replaced as Administrator for any reason other than
for a material breach of this Agreement which ADS does not cure within
a reasonable time, or the Fund is merged into or sells all (or
substantially all) of its assets to another fund or family of funds
for which ADS does not serve as Administrator, then the Fund shall,
immediately upon demand by ADS, make a one time cash payment equal to
the net present value of the revenues ADS would have earned during the
remainder of the initial or subsequent term of the Agreement, as the
case may be, at the fee rate in effect at the time of such event
(including any applicable minimum).
14
For purposes of this paragraph, the asset figured used to calculate
the fee due ADS hereunder shall be the highest monthly average assets
of the Fund at any time during the 12 months immediately preceding the
termination of ADS (or the merger or sale of assets) by the Fund.
If the Corporation terminates this Agreement, ADS shall be entitled to
collect from the Fund, in addition to the compensation described under
Section 11 hereof, the amount of all of ADS' reasonable cash
disbursements for services in connection with ADS' activities in
effecting such termination, including without limitation, the delivery
to the Corporation and/or its designees of the Fund's property,
records, instruments and documents, or any copies thereof. Subsequent
to such termination, for a reasonable fee, ADS will provide the
Corporation with reasonable access to all Fund documents or records,
if any, remaining in its possession. Should the Fund exercise its
right to terminate, all reasonable out-of-pocket expenses associated
with the movement of records and material will be borne by the Fund.
Additionally, ADS reserves the right to charge for any other
reasonable costs and expenses associated with such termination.
(e) The obligations of Sections 3, 5 and 9 shall survive any termination
of this Agreement
11. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the prior written consent
of ADS.
12. FORCE MAJEURE
ADS shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
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13. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
ADS, in any capacity under this Agreement, to perform any functions or duties on
any day other than a business day of the Corporation or the Fund. Functions or
duties normally scheduled to be performed on any day which is not a business day
of the Corporation or the Fund shall be performed on, and as of, the next
business day, unless otherwise required by law.
14. NOTICES.
All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when delivered in person or by certified
mail, return receipt requested, and shall be given to the following addresses
(or such other addresses as to which notice is given):
TO THE CORPORATION: TO ADS:
Xxxxxxx Xxxxx Xxxxxxx Xxxx
President President
Questar Funds, Inc. American Data Services, Inc.
000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
15. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by both parties hereto.
(c) The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in
effect and the applicable provisions of the 1940 Act. To the extent
that the applicable law of the State of New York or any of the
provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
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(d) This Agreement, including the schedules and exhibits attached hereto,
constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) The parties may execute this Agreement on any number of counterparts,
and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held 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 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.
(g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(h) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of the Fund are separate and
distinct from the assets and liabilities of each other series of the
Corporation and that no series of the Corporation shall be liable or
shall be charged for any debt, obligation or liability of any other
series, whether arising under this Agreement or otherwise.
(i) No affiliated person, employee, agent, director, officer or manager of
ADS shall be liable at law or in equity for ADS' obligations under
this Agreement.
(j) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party
indicated and that their signature will bind the party indicated to
the terms hereof and each party hereto warrants and represents that
this Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the party, enforceable against the
party in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
QUESTAR FUNDS, INC. AMERICAN DATA SERVICES, INC.
AZZAD/DOW XXXXX ETHICAL
MARKET FUND
By: ______________________________ By: _______________________________
Xxxxxxx Xxxxx, President Xxxxxxx Xxxx, President
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QUESTAR FUNDS, INC.
AZZAD/DOW XXXXX ETHICAL MARKET FUND
ADMINISTRATION SERVICES AGREEMENT
SCHEDULE A
FEES AND CHARGES
(A) ADMINISTRATIVE SERVICE FEE:
For the services rendered by ADS in its capacity as
administrator, as specified in Paragraph 1. DUTIES OF ADS., the Fund shall pay
ADS within ten (10) days after receipt of an invoice from ADS at the beginning
of each month, a fee equal to the greater of:
CALCULATED FEE WILL BE BASED UPON PRIOR MONTH AVERAGE NET ASSETS:
(No prorating partial months)
NOTE: The following administrative service fees are per portfolio serviced plus
out-of-pocket expenses.
MINIMUM FEE:
Under $5 million.................................... $ 3,500
From $5 million to $10 Million...................... 4,000
From $10 million to $20 million..................... 4,500
From $20 million on................................. 5,000
OR,
NET ASSET CHARGE:
-- First $75 Million of average monthly net assets of Fund 1/12th of 0.15% (15
basis points), plus
-- Next $75 Million of average monthly net assets of Fund 1/12th of 0.10% (10
basis points), plus
-- Over $150 Million of average monthly net assets of Fund 1/12th of 0.07% (7
basis points).
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FEE INCREASES
On each annual anniversary date of this Agreement, the fees enumerated
above will be increased by the greater of the change in the Consumer Price Index
for the Northeast region (CPI) for the twelve-month period ending with the month
preceding such annual anniversary date, or five percent (5%). In addition, ADS
reserves the right to increase fees on ninety (90) days prior written notice to
the Fund. ADS represents that fees will not be increased until after the first
anniversary date of this agreement.
(B) EXPENSES.
The Fund shall reimburse ADS for any out-of-pocket expenses, exclusive
of salaries, advanced by ADS in connection with but not limited to the printing
or filing of documents for the Fund, travel, daily quotation fees (currently
$0.10 for equity & $0.58 for debt positions), capital change information,
telephone toll charges, facsimile transmissions, supplies (related to fund
records), record storage, postage and courier charges, pro-rata portion of SAS
70 review, and NASDAQ insertion fee ($22 per month).incurred in connection with
the performance of its duties hereunder. ADS shall provide the Fund with a
monthly invoice of such expenses and the Fund shall reimburse ADS within fifteen
(15) days after receipt thereof.
(C) STATE REGISTRATION (BLUE SKY) FEES:
The fees enumerated in paragraph (a) above do not include the initial
state registration, renewal and maintenance of registrations (as detailed in
Paragraph 1(l) DUTIES OF ADS). Each state registration requested will be subject
to the following fees:
Initial registration ........... $295.00
Registration renewal ........... $150.00
Sales reports (if required) .... $ 25.00
(D) SPECIAL REPORTS.
All reports and /or analyses requested by the Fund, its auditors, legal
counsel, portfolio manager, or any regulatory agency having jurisdiction over
the Fund, that are not in the normal course of fund administrative activities as
specified in Section 2. of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:
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Labor:
General Counsel: $300.00/hr.
Senior staff: $150.00/hr.
Junior staff: $ 75.00/hr.
Computer time: $ 45.00/hr.
(E) SERVICE DEPOSIT.
The Fund will remit to ADS upon execution of this Agreement a service
deposit equal to one (1) month's minimum fee under this Agreement. The Fund will
have the option to have the service deposit applied to the last month's service
fee, or applied to any new contract between the Fund and ADS. The Fund will be
charged only once for the service deposit, upon the execution of the first
original Agreement. That deposit shall apply to the Fund's Agreement thereafter
until the relationship between ADS and the Fund is terminated.
However, if the Fund elects or is forced to terminate this Agreement
for any reason what-so-ever (including, but not limited to, the voluntary or
involuntary termination of the Fund, liquidation of the Fund's assets, the sale
or merger of the Fund or it's assets to any successor entity) prior to the
termination date of this Agreement as specified in Paragraph 11 of this
Agreement, the Fund will forfeit the service deposit paid to ADS upon execution
of this Agreement
(F) CONVERSION CHARGE: (EXISTING FUNDS ONLY)
There will be a charge to convert the Fund's accounting records on to
the ADS fund accounting system. In addition, ADS will be reimbursed for all
out-of-pocket expenses, enumerated in paragraph (b) above and data media
conversion costs, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to be
converted and the condition of the previous service agent's records.
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