Services Agreement
This Agreement is made by and between Bankers Finance Advisors, LLC
(a/k/a Madison Mosaic), a Wisconsin limited liability company having its
principal place of business in Arlington, Virginia ("MM-LLC"), and
Mosaic Focus Fund Trust, a Massachusetts business trust created pursuant
to a Declaration of Trust filed with the Commonwealth of Massachusetts
(the "Trust").
The parties hereto, intending so to be legally bound, agree with each
other as follows:
1. Provision of Services. MM-LLC hereby undertakes to provide the Trust
with such operational support services as it may require in the conduct
of its business, to extent which MM-LLC (or any other person), acting as
the Trust's investment adviser, has not undertaken to provide such
services. Such services may include the functions of shareholder
servicing agent and transfer agent, bookkeeping and portfolio accounting
services, the handling of telephone inquires, cash withdrawals and other
customer service functions (including processing and monitoring wire
transfers), and providing to the Trust appropriate supplies, equipment
and ancillary services necessary to the conduct of its affairs. Such
services may also include providing or arranging for and making
reimbursable expenditures with respect to any activities intended to be
financed by the Trust pursuant to its Plan of Distribution. The Trust
hereby engages MM-LLC to provide it with such services.
2. Scope of Authority. MM-LLC shall be at all times, in the performance
of its functions hereunder, subject to any direction and control of the
Trustees of the Trust and of its officers, and to the terms of its
Declaration of Trust and By-Laws, except only that it shall have no
obligation to provide to the Trust any services that are clearly outside
the scope of those contemplated in this Agreement. In the performance
of its duties hereunder, MM-LLC shall be authorized to take such action
not inconsistent with the express provisions hereof as it deems
advisable. It may contract with other persons to provide to the Trust
any of the services contemplated herein under such terms as it deems
reasonable and shall have the authority to direct the activities of such
other persons in the manner it deems appropriate.
3. Other Activities of MM-LLC. MM-LLC and any of its affiliates shall
be free to engage in any other lawful activity, including the rendering
to others services similar to those to be rendered to the Trust
hereunder; and MM-LLC or any interested person thereof shall be free to
invest in the Trust as a shareholder, to become an officer or Trustee
thereof if properly elected, or to enter into any other relationship
with the Trust approved by the Trustees and in accordance with law.
MM-LLC agrees that it will not deal with the Trust in any transaction in
which MM-LLC acts as a principal, except to the extent as may be
permitted by the terms of this Agreement. The records MM-LLC maintains
on behalf of the Trust are the sole property of the Trust and will be
surrendered promptly to the Trust upon its request pursuant to Rule 31a-
3 of the Investment Company Act of 1940.
4. Compensation to MM-LLC. MM-LLC shall have no responsibility
hereunder to bear at its own expense any costs or expenses of the Trust.
The Trust shall pay to MM-LLC a fee per annum for all services provided
to the Trust hereunder (including, by way of example and not limitation,
transfer agency and shareholder service, portfolio and shareholder
accounting, registration fees, audit and legal expenses). Such fee
shall be calculated daily, based on the ending daily net assets of the
applicable series of the Trust. Such fee shall be payable monthly as of
the last day of the month and shall be the sum of the daily fees
calculated as one-three hundred sixty-fifth (1/365), except in leap
years one-hundred sixty-sixth (1/366), of the annual fee. Such fee is
set forth below determined according to the level of net assets of the
applicable series of the Trust. This fee may not be raised without
approval by the Trust. MM-LLC may lower this fee at any time, which
lower fee must be ratified by the Trust. Once lowered, MM-LLC may not
raise the fee without approval by the Trust. Nothing herein prevents
MM-LLC from waiving any or all of this fee at any time.
Series Fee in Basis Points
Mosaic Focus Fund 50
5. Relationship to Investment Adviser. It is understood by the parties
hereto that concurrently with the execution of this Agreement, the Trust
has entered into an Investment Advisory Agreement with Bankers Finance
Advisors, LLC, in its separate capacity as the investment adviser to the
Trust (the "Adviser") pursuant to which the Adviser will provide
management services to the Trust and administer its affairs. MM-LLC has
entered into this Agreement to perform certain services at its cost in
consideration of the Trust's employment of it as the Adviser as
aforesaid. If at any time the Adviser ceases to act as investment
adviser to the Trust under terms substantially those of the Investment
Advisory Agreement or if at any time the Adviser ceases to be a
subsidiary owned at least 50% (in terms of voting rights) under common
control with MM-LLC, then this Agreement shall immediately terminate as
of a date 30 days from the date of such event, unless within such 30-day
period MM-LLC gives written notice to the Trust that it waives such
termination. The Trust specifically acknowledges and accepts the
relationship between separate capacities of MM-LLC hereunder and as the
Adviser.
6. Limitation of MM-LLC's Liability. MM-LLC shall not be liable for any
loss incurred in connection with any of its services hereunder, nor for
any action taken, suffered or omitted and believed by it to be advisable
or within the scope of its authority of discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties assumed by it under this Agreement.
7. Force Majeure. It is specifically agreed by the parties that if MM-
LLC is delayed in the performance of any of the services to be performed
by it hereunder or prevented entirely or in part from performing such
services due to causes or events beyond its control, then such delay or
non-performance may either be excused and the reasonable time for
performance thereby extended as necessary, or if such delay or non-
performance continues for 30 days then the Trust may cancel this
Agreement immediately thereafter or at any time prior to the cessation
of delay or resumption of performance by MM-LLC; but MM-LLC shall not
otherwise be liable for and the Trust shall otherwise hold it harmless
from any such delay or non-performance. "Causes or events beyond
control" shall include, without limitation, the following: Acts of God;
interruption of power or other utility, transportation or communications
services; malfunction of computer equipment; acts of civil or military
authority; sabotage national emergencies, war, explosion, flood,
accident, earthquake, fire, or other catastrophe; strike or other labor
problem; shortage of suitable parts, material, labor or transportation;
or present or future law, governmental order, rule, regulations or
official policy.
8. Limitation of Trust's Liability. MM-LLC acknowledges that it has
received notice of and accepts the limitations upon the Trust's
liability set forth in its Declaration of Trust. MM-LLC agrees that the
Trust's obligations hereunder in any case shall be limited to the Trust
and to its assets and that MM-LLC shall not seek satisfaction of any
such obligation from the shareholders of the Trust nor from any Trustee,
officer, employee or agent of the Trust.
9. Term of Agreement. This Agreement shall continue in effect for two
years from the date of its execution; and it shall continue in force
thereafter (but subject to the termination provisions below), provided
that it is specifically approved at least annually by the Trustees of
the Trust or a majority vote of the outstanding securities of each
series and class of the Trust's shares with respect to which it is to
continue in effect, and in either case by either case by the vote of a
majority of the Trustees who are not interested persons of the Trust,
cast in person at a meeting called for that purpose.
10. Termination by Notice. Notwithstanding any provision of this
Agreement, it may be terminated at any time without penalty, by the
Trustees of the Trust or, with respect to any series or class of the
Trust's shares, by the vote of the majority of the outstanding voting
securities of such series or class, or by MM-LLC, upon thirty days
written notice to the other party.
11. Termination upon Assignment. This Agreement may not be assigned by
MM-LLC and shall automatically terminate upon any such assignment;
except that MM-LLC may assign or transfer its interest herein to a
wholly-owned subsidiary of MM-LLC, or to another entity operated
substantially under common control with MM-LLC, provided MM-LLC
represents to the Trust that substantial continuity of management,
personnel and services previously available to the Trust will be
maintained following such assignment or transfer and that the Trustees
of the Trust (including a majority of the Trustees who are not
interested persons of the Trust) accept such representation. Nothing
herein shall limit the right of MM-LLC to obtain goods and services from
other persons as described in Section 2 above.
12. Use of Terms. The terms "affiliated person," "interested persons,"
"assignment," and "majority of the outstanding voting securities," as
used herein, shall have the same meanings as in the Investment Company
Act of 1940 and any applicable regulations thereunder. In Witness
Whereof, the parties have caused this Agreement to be signed in their
behalf by their respective officers duly authorized and their respective
seals to affixed hereto, this 21 day of April, 1998
Madison Mosaic
By: (signature)
Xxxxxxxxx X. Xxxxx
Its President/Manager
Mosaic Focus Fund Trust
Xxxxx X. Xxxxxxx
By (signature)
Trustee
Xxxxxxx Xxxxxxx
By (signature)
Trustee
Xxxxxx Xxxxxx
By (signature)
Trustee
Xxxxx Xxxxxx
By (signature)
Trustee
