DGHM INVESTMENT TRUST
FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
This Fund Accounting And Administration Agreement ("Agreement"), made
and entered into this 26th day of April, 2007, by and between the DGHM
Investment Trust, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain the Administrator to provide
certain administrative services to the Trust in the manner and on the terms set
forth therein; and
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and intending to be legally bound, the Trust and
Administrator agree as follows:
1. Retention of the Administrator. The Trust hereby retains and appoints
the Administrator to act as the administrator to provide or procure
certain administrative and other services with respect to the fund
identified on Schedule 1 ("Fund" or "Funds" as the context requires),
attached hereto and made a part hereof, for the period and on the terms
set forth in this Agreement. The Administrator hereby accepts such
appointment and agrees to render the services herein set forth under
the terms and conditions of this Agreement.
2. Duties of Administrator. Subject to the policies and direction of the
Trust's Board of Trustees ("Trustees"), the Administrator shall
provide, or cause to be furnished by others, the fund accounting,
administrative and other services reasonably necessary for the
operation of the Trust and Fund as set forth in Exhibit A, attached
hereto and made a part hereof. The Administrator shall exercise
reasonable customary care in the performance of its duties under this
Agreement.
3. Allocation of Charges and Expenses.
a) The Administrator. The Administrator will furnish at its own
expense the executive, supervisory and clerical personnel
reasonably necessary to perform its obligations under this
Agreement. Except as otherwise provided hereunder, the
Administrator will also provide the items which it is
obligated to provide under this Agreement. In addition, the
Administrator will pay all compensation, if any, of any
officers or Trustees of the Trust who are affiliated persons
of the Administrator or any affiliated corporation of the
Administrator; provided, however, that unless otherwise
specifically provided, the Administrator will not be obligated
to pay the compensation of any employee of the Trust retained
by the Trustees to perform services on behalf of the Trust.
b) The Trust. The Trust assumes and will pay, or cause to be
paid, all other expenses of the Trust and the Fund not
otherwise allocated in this Agreement, including, without
limitation, the following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to
portfolio transaction of the Fund;
(iv) Interest charges, fees and expenses of the custodian
of the Fund's portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing
and transfer agent(s);
(vi) Administrative expenses (including, without
limitation, any fees, expenses and reimbursements
payable to the Administrator under this Agreement);
(vii) Auditing and legal expenses of the Trust and the
Fund;
(viii) Cost of maintenance of the Trust's (including the
Fund's) existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing
registration of the Fund's shares under Federal and
state securities laws;
(xii) Costs of preparing (including typesetting), printing
and mailing reports, prospectuses, statements of
additional information, proxy solicitation material
and notices to existing shareholders;
(xiii) Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xiv) Investment advisory fees payable to each Fund's
investment advisor;
(xv) Litigation and other extraordinary or nonrecurring
expenses involving the Trust or the Fund;
(xvi) Any actual out-of-pocket expenses of the
Administrator as provided in this Agreement and as
may be agreed upon from time to time; and
(xvii) Other expenses relating to the Trust not specified in
this Agreement as being the responsibility of the
Administrator.
2
4. Compensation of the Administrator.
a) Administration Fees. For the services to be rendered, the
facilities furnished and the expenses assumed by the
Administrator pursuant to this Agreement, the Trust will
promptly pay (or cause the Fund to promptly pay) to the
Administrator compensation as specified in Exhibit B attached
hereto. In addition, the Administrator shall be entitled to
additional compensation for any special projects or services
requested by the Trust, such projects and services and
Administrator's compensation in connection therewith to be
mutually agreed upon in writing by the parties.
b) Reimbursements. The Trust will promptly reimburse the
Administrator for its reasonable out-of pocket expenses in
connection with the Trust's and the Fund's activities
including, without limitation:
(i) costs of telephone services (but not telephone
equipment) including, without limitation, long
distance telephone and wire charges,
(ii) postage and delivery costs;
(iii) cost of the printing of special forms and stationery,
(iv) copying charges,
(v) costs of financial publications (if any) or
professional memberships (e.g. ICI membership) in
connection with the Trust's and the Fund's
activities,
(vi) third party storage fees of the Trust's and the
Fund's files and records, etc., and
(vii) any travel and lodging expenses incurred by officers
and employees of the Administrator in connection with
its services under this Agreement , including without
limitation, the attendance at meetings of the Trust's
Board of Trustees.
c) Partial Month Compensation. If this Agreement becomes
effective subsequent to the first day of the month or
terminates before the last day of the month, the
Administrator's compensation for that part of the month in
which this Agreement is in effect will be prorated in a manner
consistent with the calculation of the fees as set forth in
Subsection 4.a. above.
d) Compensation from Transactions. The Trust hereby authorizes
any entity or person associated with the Administrator which
is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Trust which
is permitted by Section 11(a) of the Securities Exchange Act
of 1934, as amended ("1934 Act") and the Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv) thereunder.
e) Survival of Compensation Rates. All rights of compensation
under this Agreement for services performed as of the
termination date will survive the termination of this
3
Agreement. In addition, upon a liquidation (as defined in
Section 9 of this Agreement) or upon termination of this
Agreement as to any Fund the Administrator shall be entitled
to such other compensation as set forth in Exhibit B.
5. Indemnification and Limitation of Liability.
a) The Administrator shall not be responsible for, and the Trust
shall on behalf of the applicable Fund, indemnify and hold the
Administrator harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses, and
liability arising out of or attributable to:
(i) all actions or omissions of the Administrator or its
agents or subcontractors in connection with the
performance of duties under this Agreement, provided
that such losses, damages, costs, charges, counsel
fees, payments, expenses, and liability are not the
result of the Administrator's lack of good faith,
gross negligence, or willful misconduct.
(ii) the Trust's lack of good faith, gross negligence, or
willful misconduct which arise out of the breach of
any representation or warranty of the Trust
hereunder;
(iii) the reliance on or use by the Administrator or its
agents or subcontractors of information, records, and
documents, or services which:
(A) are received or relied upon by the
Administrator or its agents or
subcontractors and/or furnished to it or
performed by on behalf of the Trust; and
(B) have been prepared, maintained and/or
performed by the Trust or any other person
or firm on behalf of the Trust; provided
such actions are taken without lack of good
faith, gross negligence, or willful
misconduct;
(iv) the reliance on, or the carrying out by the
Administrator or its agents or subcontractor of any
instructions or requests of the Trust on behalf of
the applicable Fund; provided such actions are taken
without lack of good faith, gross negligence, or
willful misconduct; or
(v) the offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such
state or in violation of any stop order or other
4
determination or ruling by any federal agency or any
state with respect to the offer or sale of such
Shares in such state.
b) The Administrator shall indemnify and hold the Trust harmless
from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of
or attributable to any action or failure or omission to act by
the Administrator as result of the Administrator's lack of
good faith, gross negligence, or willful misconduct.
c) At any time the Administrator may apply to any officer of the
Trust for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Administrator under this
Agreement, and the Administrator and its agents or
subcontractors shall not be liable to and shall be indemnified
by the Trust on behalf of the applicable Fund for any action
taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel. The Administrator shall be
protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Trust, reasonably believed to
be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records,
or documents provided to the Administrator or its agents or
subcontractors by machine readable input, telex, CRT data
entry, or other similar means authorized by the Trust, and
shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the
Trust.
d) In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure, or damage
reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages
to the other for any damages resulting from such failure to
perform or otherwise from such causes.
e) Neither party to this Agreement shall be liable to the other
party for incidental, consequential, special, or indirect
damages under any provision of this Agreement or for any
incidental, consequential, special, or indirect damages
arising out of any act or failure to act hereunder.
f) In order that the indemnification provisions contained in this
Section 5 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party
of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any
5
case in which the other party may be required to indemnify it
except with the other party's prior written consent. The
rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification
hereunder may ultimately be merited. Should the
indemnification provisions contained in this Section 5 be
found unenforceable or that contribution is required from
Administrator, then the Administrator's aggregate contribution
for any and all losses, damages, costs, charges, counsel fees,
payments, expenses, and liability shall not exceed the value
of all fees earned by and expenses reimbursed to the
Administrator pursuant to this Agreement.
g) The provisions contained in this Section 5 shall survive the
expiration or other termination of this Agreement, shall be
deemed to include and protect the parties hereto and their
directors, officers, employees, and agents and shall inure to
the benefit of its/their respective successors, assigns, and
personal representatives.
6. Activities of the Administrator. The services of the Administrator
rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have
other businesses and interests. It is understood that Trustees,
officers, employees, shareholders of the Trust are or may be or become
interested in the Administrator, as directors, officers, employees and
shareholders or otherwise and that directors, officers, employees and
shareholders of the Administrator and its counsel are or may be or
become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust as a shareholder or otherwise.
7. Confidentiality. The Administrator agrees on behalf of itself and its
employees to treat confidential all records and other information
relative to the Trust and its prior, present or potential shareholders
and not to use such records and information for any purpose other than
performance of its responsibilities and duties under this Agreement,
except after prior notification to and approval in writing by the
Trust, which approval will not be unreasonable withheld.
Notwithstanding the forgoing, the Administrator may divulge such
confidential records and information where the Administrator may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested by duly constituted authorities, when so
requested by the Trust's investment advisor, distributor, custodian,
transfer agent, outside legal counsel or independent public
accountants, or when so requested by the Trust. For purposes of this
Section 7, the following records and other information shall not be
considered confidential: (a) any record or other information which is
or becomes publicly available through no fault of Administrator; (b)
any record and other information which is released by the Trust in a
public release; (c) any record or other information which is lawfully
obtained from third parties who are not under an obligation to keep
such information confidential, or (d) any record or other information
previously known by Administrator.
6
8. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply with all applicable requirements of the Securities
Act of 1933, the 1934 Act, the 1940 Act and other laws, rules and
regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by the Administrator under this
Agreement.
9. Duration and Termination Of This Agreement. This Agreement will become
effective as of the date first above written and shall continue in
effect for a period of one (1) year (the "Initial Term"), unless
earlier terminated by either party hereto as provided hereunder. This
Agreement shall be renewed automatically for successive periods of one
year after the end of the Initial Term (the "Renewal Term"), unless
written notice of non-renewal is provided by either party to the other
party in writing not less than sixty (60) days prior to the end of the
then current term. This Agreement may also be terminated (a) by mutual
written agreement of the parties; (b) by either party on such date as
is specified in written notice given by the terminating party, in the
event of a material breach of this Agreement by the other party,
provided the terminating party has notified the other party of such
breach at least 45 days prior to the specified date of termination and
the breaching party has not remedied or cured such breach by the
specified date; (c) effective upon the liquidation of either party; or
(d) as to any Fund, effective upon the liquidation of such Fund. For
purposes of this Section 9, the term "liquidation" will mean a
transaction in which the assets of the Administrator, the Trust or a
Fund are sold or otherwise disposed of and proceeds therefrom are
distributed in cash to the shareholders or owners in complete
liquidation of the interest of such shareholders or owners in the
entity.
10. Independent Contractor. The Administrator will, for purposes stated in
this Agreement, be deemed an independent contractor and, unless
otherwise expressly provided or authorized, will have no authority to
act or represent the Trust in any way and will not be deemed an agent
of the Trust.
11. Assignment. This Agreement shall not be assignable by either party
without the written consent of the other party, such consent not to be
unreasonably without held or delayed. Notwithstanding the forgoing, the
Administrator may, at its expense unless provided otherwise in the
Agreement, subcontract with any entity or person concerning the
provision of the services contemplated hereunder. The Administrator
shall not, however, be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor. This Agreement
shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
12. Amendments. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
7
13. Books and Records.
a) Record Maintenance. The Administrator shall maintain customary
books and records in connection with its duties as specified
in this Agreement. Any books or records required to be
maintained and preserved pursuant to Rules 31a-1 and 31a-2
under the 1940 Act which are prepared and maintained by the
Administrator on behalf of the Trust shall be the property of
the Trust and will be made available to or surrendered
promptly to the Trust on request. Notwithstanding the
forgoing, Administrator shall be entitled to keep copies of
any books or records that Administrator may be required to
retain by law or regulation.
Unless otherwise agreed upon by the Administrator and the
Trust, Administrator may subcontract to a third party the
storage and maintenance of the Trust's books and records and
such costs and expenses shall be the responsibility of Trust.
In case of any request or demand for the inspection of such
records by another party, the Administrator will notify the
Trust and follow the Trust's instructions as to permitting or
refusing such inspection; provided that the Administrator may
exhibit such records as provided in Section 7 above and to any
person in any case where it is advised by its counsel that it
may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the
Trust has agreed to indemnify the Administrator against such
liability.
b) Delivery of Documents. The Trust shall provide the
Administrator with the necessary documents, records and other
information in its possession or control to enable the
Administrator to perform its duties and obligations under this
Agreement, including without limitation, a copy of the Trust
documents and any amendments thereto.
c) Converting to Administrator's System. The Trust agrees to
cooperate with the Administrator in converting to
Administrator's data processing system and software
("Administrator's System") to the extent necessary for
Administrator to perform Administrator's duties under this
Agreement. Notwithstanding anything to the contrary in this
Agreement, the Trust acknowledges and agrees that all computer
programs and procedures developed by or for Administrator to
perform its duties and services under this Agreement,
including without limitation Administrator's System, are and
shall remain the sole property of the Administrator.
14. Definitions of Certain Terms. The terms "interested persons" and
"affiliated person," when used in this Agreement, will have the
respective meanings specified in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as granted by the
Securities and Exchange Commission.
8
15. Notice. Any notice required or permitted to be given by either party to
the other party shall be in writing and will be deemed sufficient if
personally delivered or sent by registered or certified mail, postage
prepaid, addressed by the party giving notice to the other party at
following addresses (or such other address for a party as shall be
specified by like notice):
If to Administrator, at:
The Nottingham Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Post ▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Legal Department
If to Trust, at:
DGHM Investment Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Chairman
16. Governing Law. This Agreement shall be governed by the laws of the
State of North Carolina without regard to the principles of conflict of
laws, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, as
amended, or any applicable rule or order of the Securities and Exchange
Commission.
17. Construction. If any provision of this Agreement, or portion thereof,
shall be determined to be void or unenforceable by any court of
competent jurisdiction, then such determination shall not affect any
other provision of this Agreement, or portion thereof, all of which
other provisions and portions thereof shall remain in full force and
effect. If any provision of this Agreement, or portion thereof, is
capable of two interpretations, one of which would render the
provision, or portion thereof, void and the other which would render
the provision, or portion thereof, valid, then the provision, or
portion thereof, shall have the meaning which renders it valid. In
addition, the language used herein shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against either party.
18. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and
the same instrument.
19. Entire Agreement. This Agreement, including all exhibits, schedules and
attachments, comprise the entire agreement among the parties hereto
with respect to subject matter hereof and supersede all other prior
9
agreements, understandings and letters related to this Agreement. The
headings in this Agreement have been inserted solely for ease of
reference and shall not be considered in the interpretation or
construction of this Agreement.
20. Trust Obligation. It is understood that this Agreement has been
executed on behalf of the Trust by a trustee of the Trust in his or her
capacity as trustee and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of each
Fund and shall not be binding upon any trustee, officer or shareholder
of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
signed as of the day and year first above written.
Trust:
DGHM INVESTMENT TRUST
/s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
By: ____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Chairman
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
D/B/A THE NOTTINGHAM COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer
10
Schedule 1
----------
To the Fund Accounting and Administration Agreement
Dated as of April 26, 2007.
The following fund(s) are covered by the Agreement:
1. DGHM All-Cap Value Fund
11
Exhibit A
---------
To the Fund Accounting and Administration Agreement
Dated as of April 26, 2007
The Administrator shall provide, or cause to be provided by others, the
following services:
1. Accounting and Administrative Services. The Administrator will provide
the Trust with customary administrative services, regulatory reporting,
fund accounting and related portfolio accounting services, adequate
office space, equipment, personnel and facilities (including facilities
for regular trustees' meetings) for handling the affairs of the Fund(s)
and such other services as the Trustees may, from time to time,
reasonably request, and the Administrator may, from time to time,
reasonably determine to be necessary to perform its obligations under
this Agreement. In addition, at the request of the Trustees, the
Administrator will make reports to the Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the forgoing, the Administrator
will:
a. Calculate contractual Trust expenses and control all
disbursements for the Trust, and, as appropriate, compute each
Fund's yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighed maturity;
b. Assist Trust counsel with the preparation of prospectuses,
statements of additional information, and registration
statements;
c. Assist in the preparation of such reports, applications and
documents (including reports regarding the sale and redemption
of shares as may be required in order to comply with Federal
and/or state securities laws) as may be necessary or desirable
to register the Trust's shares with state securities
authorities, assist in monitoring the sale of the Trust's
shares for compliance with state securities laws, and assist
in the preparation and filing with the appropriate state
securities authorities the registration statements and reports
for the Trust and the Trust's shares with state securities
authorities to enable the Trust to make a continuous offering
of its shares;
d. Assist in the development and preparation of communications to
shareholders, including the semi-annual and annual reports to
shareholders (the "Shareholder Reports"), coordinate mailing
prospectuses, notices (including privacy policy notices),
proxy statements, proxies and other reports (including,
without limitation, semi-annual and annual reports to
shareholders) to Trust shareholders, and supervise and
facilitate the solicitations of proxies solicited by the Trust
for all shareholder meetings (including, without limitation,
the tabulation process for shareholder meetings);
12
e. Coordinate with Trust counsel the preparation and negotiation
of, and administer contracts on behalf of the Trust with,
among others, the Trust's investment advisor(s),
distributor(s) and transfer agent(s);
f. Maintain the Trust's general ledger and prepare the financial
statements, including expense accruals and payments, determine
the net asset value of the Trust's assets and of the Trust's
shares, and coordinate with the Trust's transfer agent(s) with
respect to payment of dividends and other distributions to
shareholders;
g. Calculate performance data of the Trust and its Fund(s) for
dissemination to information services covering the investment
company industry;
h. Assist in the preparation and filing of the Trust's tax
returns;
i. Assist with the examination and review of the operations and
performance of the various organizations providing services to
the Trust or any Fund of the Trust, including the Trust's
investment advisor(s), distributor(s), custodian(s), transfer
agent(s), outside legal counsel and independent public
accountants, and at the request of the Board of Trustees,
report to the Trustees on the performance of such
organizations;
j. Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Trust's semi-annual and annual reports to
shareholders;
k. Provide internal legal and administrative services as
reasonable requested by the Trust from time to time,
including, without limitation, preparation of materials for
the quarterly and annual meetings of the Board of Trustees;
l. Assist with the design, development, and operation of the
Trust;
m. Assist in identifying individuals acceptable to the Trustees
for nomination, appointment, or elections as officers of the
Trust, who will be responsible for the management of certain
of the Trust's affairs as determined by the Trustees;
n. Coordinate and assist the Trust to obtain and keep in effect a
fidelity bond and Trustees and officers/errors and omissions
insurance policies for the Trust in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as
such bonds and policies are approved by the Trust's Board of
Trustees;
o. Monitor and advise the Trust and its Fund(s) on their
registered investment company status under the Internal
Revenue Code of 1986, as amended;
p. Perform other normal and customary administrative services and
functions of the Trust and each Fund to the extent
administrative services and functions are not provided to the
Trust or such Fund pursuant to the Trust's or such Fund's
investment advisory agreement, distribution agreement,
custodian agreement or transfer agent agreement or similar
type of service provider agreement;
q. Furnish advice and recommendations with respect to other
aspects of the business and affairs of the Fund(s) as the
Trust and the Administrator shall determine desirable; and
13
r. Assist with the preparation of and file with the SEC the
semi-annual and annual reports for the Trust on Form N-SAR and
N-CSR and all required notices pursuant to Rule 24f-2.
2. Other Services. The Administrator will perform other services for the
Trust as agreed to by the Administrator and the Trust from time to
time, including, but not limited to performing internal audit
examinations, preparation of materials for special board meetings,
assisting Trust counsel in the preparation of proxy materials and
assisting in the development of new Funds or Fund classes. The
Administrator shall be entitled to additional compensation for such
other services.
14
Exhibit B
---------
To the Fund Accounting and Administration Agreement
Dated as of April 26, 2007.
For the services delineated in the Agreement, the Administrator shall be
compensated at the rates specified below. Such compensation will be calculated
and accrued daily, and paid to the Administrator monthly. Where applicable, the
fee shall be calculated based upon the average daily net assets of each Fund.
The following fees shall be paid for each Fund:
FUND ACCOUNTING FEE
Base fee: $2,700 per month per Fund
--------
Class Fee: $750 per month for each additional class of shares
---------
Asset base fee: Annual fee of 1 basis point
--------------
ADMINISTRATION FEE
Asset based fee:
--------------- Annual
Net Assets Fee
---------------- -----
On the first $50 million 0.175%
On the next $50 million 0.150%
On the next $50 million 0.125%
On the next $50 million 0.100%
On all assets over $200 million 0.075%
Minimum asset base fee per month: $2,000.00
--------------------------------
OUT OF POCKET
Securities pricing:
-------------------
$0.25 per equity per pricing day priced
$1.00 per foreign security per pricing day
$0.50 per U.S. Treasury
$1.00 per asset backed security per pricing day
$0.50 per corporate bond per pricing day
$2.00 per equity per month for corporate action
$2.00 per foreign security per month for corporate action
Blue Sky administration:
------------------------
$150 per registration per state per year
15
▇▇▇▇▇ filings:
-------------
$6 per page
For purposes of determining the fees payable to the Administrator, the value of
the net assets of a particular Fund shall be computed in the manner described in
the Trust's Declaration of Trust or the Trust's Prospectus or Statement of
Additional Information respecting that Fund as from time to time is in effect
for computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund. The fees
payable hereunder shall be applied to each Fund as a whole, and not to separate
classes of shares within the Fund.
Upon termination of this Agreement with respect to any Fund, the Administrator
shall also be entitled to be paid a termination fee, at termination, equal to
the compensation paid (or payable to) the Administrator for the two months
immediately prior such termination. Said termination fee is not a penalty but an
extra fee to compensate the Administrator for its service in assisting in
transferring records and reports and otherwise wrapping up its services under
this Agreement for such Fund. In the event of a liquidation of any Fund, the
Administrator shall also be entitled to be paid, in lieu of the forgoing
termination fee, a liquidation fee equal to the compensation paid (or payable
to) the Administrator for the three months immediately prior such termination.
Said liquidation fee is not a penalty but an extra fee to compensate the
Administrator for its services in assisting in the winding down and liquidation
the Fund. The forgoing compensation shall be in addition to reimbursing
Administrator for its reasonable out-of-pocket expenses in connection with the
Administrator's activities in effecting such termination or liquidation,
including without limitation, the cost of delivering to Trust or its designee
the Trust's records and documents or copies thereof. Administrator shall be paid
said termination fee promptly upon termination of this Agreement and said
liquidation fee promptly upon the liquidation of the Fund.
16
