FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 6th day of May, 2003, by
and between COUNTRY Mutual Funds Trust, a Delaware statutory business trust (the
"Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability
company ("USBFS") and replaces and supercedes any prior Fund Administration
Servicing Agreement, and amendments thereto, between USBFS and the Trust or any
of their predecessor companies.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
is authorized to issue shares of beneficial interest in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, USBFS is, among other things, in the business of providing fund
administration services for the benefit of its customers; and
WHEREAS, the Trust desires to retain USBFS to provide fund administration
services for each series of the Trust listed on Exhibit A hereto (as amended
from time to time) (each a "Fund", collectively the "Funds").
NOW, THEREFORE, in consideration of the promises and mutual covenants
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 of USBFS as Administrator
The Trust hereby appoints USBFS as administrator of the Trust on the terms
and conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement.
2. Services and Duties of USBFS
USBFS shall provide the following fund administration services for the
Funds, including but not limited to:
A. General Fund Management:
(1) Act as liaison among all Fund service providers.
(2) Supply:
a. Corporate secretarial services.
b. Office facilities (which may be in USBFS's or its affiliate's own
offices).
c. Non-investment-related statistical and research data as needed.
(3) Coordinate the Trust's Board of Trustees' (the "Board of Trustees" or
the "Trustees") communications, such as:
a. Establish meeting agendas.
b. Prepare reports for the Board of Trustees based on financial and
administrative data.
c. Evaluate independent auditor.
d. Secure and monitor fidelity bond and director and officer
liability coverage, and make the necessary Securities and
Exchange Commission (the "SEC") filings relating thereto.
e. Prepare minutes of meetings of the Board of Trustees and Fund
shareholders.
f. Recommend dividend declarations to the Board of Trustees, prepare
and distribute to appropriate parties notices announcing
declaration of dividends and other distributions to shareholders.
g. Provide personnel to serve as officers of the Trust if so elected
by the Board of Trustees, attend Board of Trustees meetings and
present materials for Trustees' review at such meetings.
(4) Audits:
a. Prepare appropriate schedules and assist independent auditors.
b. Provide information to the SEC and facilitate audit process.
c. Provide office facilities.
(5) Assist in overall operations of the Fund.
(6) Pay Fund expenses upon written authorization from the Trust.
(7) Monitor arrangements under shareholder services or similar plan.
B. Compliance:
(1) Regulatory Compliance:
a. Monitor compliance with the 1940 Act requirements, including:
(i) Asset diversification tests.
(ii) Total return and SEC yield calculations.
(iii) Maintenance of books and records under Rule 31a-3.
(iv) Code of Ethics requirements for the disinterested Trustees
of the Fund.
b. Monitor Fund's compliance with the policies and investment
limitations of the Trust as set forth in its current prospectus
(the "Prospectus") and statement of additional information (the
"SAI").
c. Maintain awareness of applicable regulatory and operational
service issues and recommend dispositions.
(2) Blue Sky Compliance:
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings relating to
the qualification of the securities of the Trust, each Fund , or
class of shares of a Fund, as applicable, so as to enable the
Trust to make a continuous offering of its shares in all states.
b. Monitor status and maintain registrations in each state.
c. Provide information regarding material developments in state
securities regulation.
(3) SEC Registration and Reporting:
a. Assist Fund counsel in updating the Prospectus and SAI and in
preparing proxy statements and Rule 24f-2 notices.
b. Prepare and file annual and semiannual reports, Form N-SAR
filings and Rule 24f-2 notices.
c. Coordinate the printing, filing and mailing of publicly
disseminated Prospectuses and reports, and amendments and
supplements thereto.
d. File fidelity bond under Rule 17g-1.
e. File shareholder reports under Rule 30b2-1.
f. Monitor sales of each Fund's shares and ensure that such shares
are properly registered or qualified, as applicable, with the SEC
and the appropriate state authorities.
(4) IRS Compliance:
a. Monitor the Trust's status as a regulated investment company
under Subchapter M, including without limitation, review of the
following:
(i) Asset diversification requirements.
(ii) Qualifying income requirements.
(iii) Distribution requirements.
b. Calculate required distributions (including excise tax
distributions).
C. Financial Reporting:
(1) Provide financial data required by the Fund's Prospectus and SAI.
(2) Prepare financial reports for officers, shareholders, tax authorities,
performance reporting companies, the Board of Trustees, the SEC, and
independent auditors.
(3) Supervise the Trust's custodian and fund accountants in the
maintenance of the Trust's general ledger and in the preparation of
the Fund's financial statements, including oversight of expense
accruals and payments, of the determination of net asset value of the
Trust's net assets and of the Trust's shares, and of the declaration
and payment of dividends and other distributions to shareholders.
(4) Compute the yield, total return and expense ratio of each class of
each Fund, and each Fund's portfolio turnover rate.
(5) Monitor the expense accruals and notify the Trust's management of any
proposed adjustments.
(6) Prepare monthly financial statements, which include without limitation
the following items:
a. Schedule of Investments.
b. Statement of Assets and Liabilities.
c. Statement of Operations.
d. Statement of Changes in Net Assets.
e. Cash Statement.
f. Schedule of Capital Gains and Losses.
(7) Prepare quarterly broker security transaction summaries.
D. Tax Reporting:
(1) Prepare and file on a timely basis appropriate federal and state tax
returns including, without limitation, Forms 1120/8610 with any
necessary schedules.
(2) Prepare state income breakdowns where relevant.
(3) File Form 1099 Miscellaneous for payments to Trustees and other
service providers.
(4) Monitor wash sale losses.
(5) Calculate eligible dividend income for corporate shareholders.
3. Compensation
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). The Trust shall pay all fees and reimbursable
expenses within thirty (30) calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute. The Trust
shall notify USBFS in writing within thirty (30) calendar days following receipt
of each invoice if the Trust is disputing any amounts in good faith. The Trust
shall settle such disputed amounts within ten (10) calendar days of the day on
which the parties agree to the amount to be paid. With the exception of any fee
or expense the Trust is disputing in good faith as set forth above, unpaid
invoices shall accrue a finance charge of one and one-half percent (1 1/2%) per
month, after the due date. Notwithstanding anything to the contrary, amounts
owed by the Trust to USBFS shall only be paid out of the assets and property of
the particular Fund involved.
4. Indemnification; Limitation of Liability
A. USBFS shall exercise reasonable care in the performance of its duties under
this Agreement. USBFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with
matters to which this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies
beyond USBFS's control, except a loss arising out of or relating to USBFS's
refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence, or willful misconduct on its part in the performance of
its duties under this Agreement. Notwithstanding any other provision of
this Agreement, if USBFS has exercised reasonable care in the performance
of its duties under this Agreement, the Trust shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys' fees) which USBFS may sustain or incur or which may be asserted
against USBFS by any person arising out of any action taken or omitted to
be taken by it in performing the services hereunder, except for any and all
claims, demands, losses, expenses, and liabilities arising out of or
relating to USBFS's refusal or failure to comply with the terms of this
Agreement or from bad faith, negligence or from willful misconduct on its
part in performance of its duties under this Agreement, (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of the Trust,
such duly authorized officer to be included in a list of authorized
officers furnished to USBFS and as amended from time to time in writing by
resolution of the Board of Trustees.
USBFS shall indemnify and hold the Trust harmless from and against any
and all claims, demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys' fees) that the Trust may sustain or
incur or that may be asserted against the Trust by any person arising out
of any action taken or omitted to be taken by USBFS as a result of USBFS's
refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, USBFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption
continues beyond USBFS's control. USBFS 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 USBFS. USBFS agrees that it shall, at
all times, have reasonable contingency plans with appropriate parties,
making reasonable provision for emergency use of electrical data processing
equipment to the extent appropriate equipment is available. Representatives
of the Trust shall be entitled to inspect USBFS's premises and operating
capabilities at any time during regular business hours of USBFS, upon
reasonable notice to USBFS.
Notwithstanding the above, USBFS reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may be
asked to indemnify or hold the indemnitee harmless, the indemnitor shall be
fully and promptly advised of all pertinent facts concerning the situation
in question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over complete
defense of the claim, and the indemnitee shall in such situation initiate
no further legal or other expenses for which it shall seek indemnification
under this section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be asked to
indemnify the indemnitee except with the indemnitor's prior written
consent.
5. Proprietary and Confidential Information
USBFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and prior, present, or potential
shareholders of the Trust (and clients of said shareholders), and not to use
such records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant
to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time
(the "Act"). Notwithstanding the foregoing, USBFS will not share any nonpublic
personal information concerning any of the Trust's shareholders to any third
party unless specifically directed by the Trust or allowed under one of the
exceptions noted under the Act.
6. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above
and will continue in effect for a period of three years. Subsequent to the
initial three-year term, this Agreement may be 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. However, this Agreement may be
amended by mutual written consent of the parties.
7. Records
USBFS shall keep records relating to the services to be performed hereunder
in the form and manner, and for such period, as it may deem advisable and is
agreeable to the Trust, but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. USBFS agrees that all such records prepared or
maintained by USBFS relating to the services to be performed by USBFS hereunder
are the property of the Trust and will be preserved, maintained, and made
available in accordance with such applicable sections and rules of the 1940 Act
and will be promptly surrendered to the Trust on and in accordance with its
request.
8. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. 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 SEC thereunder.
9. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of
USBFS's duties or responsibilities hereunder is designated by the Trust by
written notice to USBFS, USBFS will promptly, upon such termination and at the
expense of the Trust, transfer to such successor all relevant books, records,
correspondence, and other data established or maintained by USBFS under this
Agreement in a form reasonably acceptable to the Trust (if such form differs
from the form in which USBFS has maintained, the Trust shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from USBFS's personnel in the establishment of books, records, and other data by
such successor.
10. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower USBFS to
act as agent for the other party to this Agreement, or to conduct business in
the name, or for the account, of the other party to this Agreement.
11. Data Necessary to Perform Services
The Trust or its agent shall furnish to USBFS the data necessary to perform
the services described herein at such times and in such form as mutually agreed
upon. If USBFS is also acting in another capacity for the Trust, nothing herein
shall be deemed to relieve USBFS of any of its obligations in such capacity.
12. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other party.
13. Notices
Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party's address
set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
COUNTRY Mutual Funds Trust
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
with a copy to:
Office of the General Counsel
Attn: Xxxx X. Xxxxxx
General Counsel & Secretary
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
Country mutual funds trust U.S. BANCORP FUND SERVICES, LLC
/s/ Xxxxxx X. XxXxxx /s/ Xxx Xxxxxxx
By: ______________________________ By: ________________________________
Xxxxxx X. XxXxxx Xxx Xxxxxxx
Title: Vice President Title: President
---------------------------- -------------------------------
Exhibit A
to the
Fund Administration Servicing Agreement
Fund Names
Separate Series of COUNTRY Mutual Funds Trust
Name of Series Date Added
Country Growth Fund October 31, 2001
Country Balanced Fund October 31, 2001
Country Tax Exempt Bond Fund October 31, 2001
Country Short-Term Bond Fund October 31, 2001
Country Bond Fund October 31, 2001
COUNTRY MUTUAL FUNDS TRUST
FIRST AMENDMENT TO THE
FUND ADMINISTRATION SERVICING AGREEMENT
THIS AMENDMENT dated as of July 21, 2003, to the Fund Administration
Servicing Agreement, dated as of May 6, 2003 (the "Agreement"), is entered by
and between COUNTRY Mutual Funds Trust, a Delaware statutory trust (the "Trust")
and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company
("USBFS").
RECITALS
WHEREAS, the parties have entered into a Fund Administration Servicing
Agreement; and
WHEREAS, the Trust intends to create additional portfolios; and
WHEREAS, the Trust and USBFS desire to extend said Agreement to apply to
the new portfolios; and
WHEREAS, Paragraph 6 of the Agreement allows for its amendment by a written
instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibits A and B of the Agreement are hereby superceded and replaced with
Exhibits A and B attached hereto.
Except to the extent supplemented hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the date
and year first written above.
Country mutual funds trust U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxx Xxxxxxx
-------------------- ---------------
Xxxxxx X. XxXxxx Xxx Xxxxxxx
Title: Vice President Title: President
-------------- ---------
Exhibit A
to the
Fund Administration Servicing Agreement
Fund Names
Separate Series of Country Mutual Funds Trust
Name of Series Date Added
-------------- ----------
Country Growth Fund October 31, 2001
Country Balanced Fund October 31, 2001
Country Tax Exempt Bond Fund October 31, 2001
Country Short-Term Bond Fund October 31, 2001
Country Bond Fund October 31, 2001
Country VP Growth Fund July 21, 2003
Country XX Xxxx Fund July 21, 2003
Country VP Balanced Fund July 21, 2003
Country VP Short-Term Bond Fund July 21, 2003
