AMENDED AND RESTATED
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of this 20th day of November, 1997, by and
between The Aquinas Funds, Inc., a Maryland corporation ("Aquinas Funds"),
and Sunstone Financial Group, Inc., a Wisconsin corporation (the
"Administrator").
WHEREAS, Aquinas Funds is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment
company and is authorized to issue shares of common stock (the "Shares")
in separate series with each such series representing the interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Aquinas Funds and the Administrator desire to enter into
an agreement pursuant to which the Administrator shall provide
administration and fund accounting services to such investment portfolios
of Aquinas Funds as are listed on Schedule A hereto and any additional
investment portfolios the Aquinas Funds and Administrator may agree upon
and include on Schedule A as such Schedule may be amended from time to
time (such investment portfolios and any additional investment portfolios
are individually referred to as a "Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
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
Aquinas Funds hereby appoints the Administrator as administrator and
fund accountant for the Funds for the period and on the terms set forth in
this Agreement. The Administrator accepts such appointment and agrees to
render the services herein set forth, for the compensation herein
provided.
2. Services as Administrator
(a) Subject to the direction and control of Aquinas Funds' Board of
Directors and utilizing information provided by Aquinas Funds and its
agents, the Administrator will: (1) provide office space, facilities,
equipment and personnel to carry out its services hereunder; (2) compile
data for and prepare with respect to the Funds timely Notices to the
Securities and Exchange Commission (the "Commission") required pursuant to
Rule 24f-2 under the Act and Semi-Annual Reports on Form N-SAR; (3)
prepare for execution by Aquinas Funds and file all federal income and
excise tax returns and state income tax returns (and such other required
tax filings as may be agreed to by the parties) other than those required
to be made by Aquinas Funds' custodian or transfer agent; (4) prepare
compliance filings relating to the registration of the securities of the
Funds pursuant to state securities laws with the advice of Aquinas Funds'
counsel; (5) perform securities valuations; (6) determine the income and
expense accruals of the Funds; (7) calculate daily net asset values and
income factors of the Funds; (8) maintain all general ledger accounts and
related subledgers; (9) prepare financial statements for the Annual and
Semi-Annual Reports required pursuant to Section 30(d) under the Act; (10)
assist to the extent requested by Aquinas Funds with the preparation of
the Registration Statement for the Funds (on Form N-1A or any replacement
therefor) and any amendments thereto, and proxy materials; (11) prepare
and monitor each Fund's expense accruals and cause all appropriate
expenses to be paid from Fund assets on proper authorization from the
Fund; (12) assist in the acquisition of the Funds' fidelity bond required
by the Act, monitor the amount of the bond and make the necessary
Commission filings related thereto; (13) from time to time as the
Administrator deems appropriate, check each Fund's compliance with the
policies and limitations relating to portfolio investments as set forth in
the Prospectus, Statement of Additional Information, and Articles of
Incorporation and monitor each Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code, as amended (but
this function shall not relieve each Fund's investment adviser of its
primary day-to-day responsibility for assuring such compliance); (14)
maintain, and/or coordinate with the other service providers the
maintenance of, the accounts, books and other documents required pursuant
to Rule 31a-1(a) and (b) under the Act; and (15) generally assist in each
Fund's administrative operations. The duties of the Administrator shall
be confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Administrator hereunder.
(b) The Directors of Aquinas Funds shall cause the officers and
employees of Aquinas Funds, the adviser, legal counsel, independent
accountants, custodian and transfer agent and other agents and
representatives of the Funds to cooperate with the Administrator and to
provide the Administrator, upon request, with such information, documents
and advice relating to the Funds as is within the possession or knowledge
of such persons, in order to enable the Administrator to perform its
duties hereunder. In connection with its duties hereunder, the
Administrator shall be entitled to rely, shall not be liable or
responsible for any losses resulting from its reliance, and shall be held
harmless by the Funds when acting in reliance, upon the instruction,
advice, information or any documents relating to the Funds provided to the
Administrator by any of the aforementioned persons or their
representatives. Fees charged by such persons shall be an expense of the
Funds. The Administrator shall be entitled to rely on any document which
it reasonably believes to be genuine and to have been signed or presented
by the proper party. The Administrator shall not be held to have notice
of any change of authority of any officer, agent or employee of Aquinas
Funds until receipt of written notice thereof from Aquinas Funds.
(c) In compliance with the requirements of Rule 31a-3 under the Act,
the Administrator hereby agrees that all records which it maintains for
the Funds are the property of the Funds and further agrees to surrender
promptly to each Fund any of such records upon the Fund's request. The
Administrator further agrees to preserve for the periods prescribed by
Rule 31a-2 under the Act the records described in (a) above which are
maintained by the Administrator for the Fund.
(d) It is understood that in determining security valuations, the
Administrator employs one or more pricing services to determine valuations
of portfolio securities for purposes of calculating net asset values of
the Funds. The Administrator shall identify to the Aquinas Funds and the
Board of Directors any such pricing service utilized on behalf of the
Aquinas Funds. The Administrator is authorized to rely on the prices
provided by such service(s) or by the Funds' investment adviser, sub-
adviser or other authorized representative of the Funds.
(e) The Aquinas Fund's Board of Directors and the Aquinas Funds'
investment adviser and sub-advisers have and retain primary responsibility
for all compliance matters relating to the Funds including but not limited
to compliance with the Investment Company Act of 1940, as amended, the
Internal Revenue Code of 1986, as amended, and the policies and
limitations of each Fund relating to the portfolio investments as set
forth in the Prospectus and Statement of Additional Information.
3. Fees; Delegation; Expenses
(a) In consideration of the services rendered pursuant to this
Agreement, the Aquinas Funds will pay the Administrator a fee, computed
daily and payable monthly, as provided in Schedule B hereto, plus out-of-
pocket expenses. Out-of-pocket expenses include, but are not limited to,
travel, lodging and meals in connection with travel on behalf of the
Aquinas Funds, programming and related expenses (previously incurred or to
be incurred by Administrator) in connection with providing electronic
transmission of data between the Administrator and the Funds' other
service providers, brokers, dealers and depositories, fees and expenses of
pricing services, and photocopying, postage and overnight delivery
expenses. Fees shall be paid by each Fund at a rate that would aggregate
at least the applicable minimum fee for each Fund.
(b) For the purpose of determining fees payable to the
Administrator, net asset values shall be computed in accordance with the
Funds' Prospectuses and resolutions of Aquinas Funds' Board of Directors.
The fee for the period from the day of the month this Agreement is entered
into until the end of that month shall be pro-rated according to the
proportion which such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for
such part of a month shall be pro-rated according to the proportion which
such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. Such fee as is attributable to
each Fund shall be a separate charge to such Fund and shall be the several
(and not joint or joint and several) obligation of each such Fund.
(c) The Administrator will from time to time employ or associate
itself with such person or persons as the Administrator may believe to be
particularly fitted to assist it in the performance of this Agreement.
Such person or persons may be officers and employees who are employed by
both the Administrator and Aquinas Funds. The compensation of such person
or persons shall be paid by the Administrator and no obligation shall be
incurred on behalf of the Funds in such respect.
(d) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise
provided herein. Other costs and expenses to be incurred in the operation
of the Funds, including, but not limited to: taxes; interest; brokerage
fees and commissions, if any; salaries, fees and expenses of officers and
Directors; Commission fees and state Blue Sky fees; advisory and
administration fees; charges of custodians, transfer agents and dividend
disbursing agents; insurance premiums; outside auditing and legal
expenses; costs of organization and maintenance of corporate existence;
typesetting, proofing, printing and mailing of prospectuses, statements of
additional information, supplements, notices and proxy materials for
regulatory purposes and for distribution to current shareholders;
typesetting, proofing, printing, mailing and other costs of shareholder
reports; expenses incidental to holding meetings of shareholders and
Directors; security pricing services utilized by the Administrator; and
any extraordinary expenses; will be borne by the Funds. Expenses incurred
for distribution of securities of the Funds, including the typesetting,
proofing, printing and mailing of prospectuses for persons who are not
shareholders of the Funds, will be borne by the Funds' investment adviser.
4. Proprietary and Confidential Information
The Administrator agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of Aquinas Funds all
records and other information relative to the Funds and prior, present or
potential shareholders of the Funds (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 Aquinas Funds, which
approval shall not be unreasonably withheld and may not be withheld where
the Administrator may be exposed to civil or criminal proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by Aquinas Funds.
5. Limitation of Liability
(a) The Administrator shall not be liable for any error of judgment
or mistake of law or for any loss suffered by Aquinas Funds in connection
with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Notwithstanding any
other provision of this Agreement, and so long as the Administrator acts
in good faith and without negligence, Aquinas Funds shall indemnify and
hold harmless the Administrator from and against any and all actions,
suits, claims, demands, losses, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which the
Administrator may sustain or incur or which may be asserted against the
Administrator by any person arising directly or indirectly out of any
action taken or omitted to be taken by it in performing the services
hereunder, or in reliance upon the instruction, advice, information or
documents provided to the Administrator by any party described in Section
2 (b). (As used in this Section 5(a), the term "Administrator" shall
include past and present directors, officers, employees and other
corporate agents of the Administrator as well as the corporation itself.)
The indemnity and defense provisions set forth herein shall indefinitely
survive the termination of this Agreement.
(b) Any persons, even though also a director, officer, employee,
shareholder or agent of the Administrator, who may be or become an
officer, employee or agent of Aquinas Funds, shall be deemed, when
rendering services to the Funds or acting on any business of the Funds
(other than services or business in connection with the Administrator's
duties hereunder), to be rendering such services to or acting solely for
the Funds and not as a director, officer, employee, shareholder or agent
of, or one under the control or direction of the Administrator, even
though paid by it.
6. Term
(a) This Agreement shall become effective with respect to each Fund
listed on Schedule A hereof as of the date hereof and, with respect to
each Fund not in existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is executed. If not
terminated as provided herein, this Agreement shall continue in effect
with respect to each Fund until December 31, 1998. Thereafter, if not
terminated as provided herein, this Agreement shall continue automatically
in effect as to each Fund for successive annual periods.
(b) This Agreement may be terminated with respect to any one or more
particular Funds without penalty (1) upon mutual consent of the parties or
(2) by either party upon not less than sixty (60) days' written notice to
the other party (which notice may be waived in writing by the party
entitled to notice).
(c) The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a
written instrument signed by the Administrator and the Fund.
(d) Notwithstanding anything herein to the contrary, upon the
termination of this Agreement or the liquidation of a Fund or Aquinas
Funds, the Administrator shall deliver the records of the Fund(s) and/or
Aquinas Funds as the case may be to Aquinas Funds or person(s) designated
by Aquinas Funds and thereafter Aquinas Funds or its designee shall be
solely responsible for preserving the records for the periods required by
all applicable laws, rules and regulations. In addition, in the event of
termination of this Agreement, or the proposed liquidation or merger of
Aquinas Funds or a Fund(s), and Aquinas Funds requests the Administrator
to provide services in connection therewith, the Administrator shall
provide such services and be entitled to such compensation as the parties
may mutually agree.
7. Non-Exclusivity
The services of the Administrator rendered hereunder are not deemed to
be exclusive. The Administrator may render such services and any other
services to others, including other investment companies. Aquinas Funds
recognizes that from time to time directors, officers and employees of the
Administrator may serve as directors, trustees, officers and employees of
other corporations or trusts (including other investment companies), that
such other entities may include the name of the Administrator as part of
their name and that the Administrator or its affiliates may enter into
administration, distribution, fund accounting or other agreements with
such other corporations or trusts.
8. Governing Law; Invalidity
This Agreement shall be governed by Wisconsin law. 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 Act, the latter
shall control, and nothing herein shall be construed in a manner
inconsistent with the Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by
competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
9. 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 when sent
by registered or certified mail, postage prepaid, return receipt
requested, as follows: Notice to the Administrator shall be sent to
Sunstone Financial Group, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX, 00000, Attention Xxxxxx X. Xxxxxxx, and notice to Aquinas
Funds shall be sent to The Aquinas Funds, Inc., 0000 Xxxxxxx Xxxx Xxxx,
Xxxxx 000, Xxxxxx, Xxxxx, 00000, Attention Xxxxx Xxxxxxxx.
10. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer as of the day and year first
above written.
THE AQUINAS FUNDS, INC.
("Aquinas Funds")
By: ________________________________
SUNSTONE FINANCIAL GROUP, INC.
("Administrator")
By: _______________________________
President
Schedule A
to the
Administration and Fund Accounting Agreement
by and between
The Aquinas Funds, Inc.
and
Sunstone Financial Group, Inc.
Name of Funds
Fixed Income Fund
Equity Income Fund
Equity Growth Fund
Balanced Fund
Schedule B
to the
Administration and Fund Accounting Agreement
by and between
The Aquinas Funds, Inc.
and
Sunstone Financial Group, Inc.
In consideration of the services rendered pursuant to this Agreement,
Aquinas Funds will pay the Administrator a fee, computed daily and payable
monthly, based on the Funds' aggregate average net assets at the annual
rate of .23 of 1% on the first $50 million of average net assets, .20 of
1% on the next $50 million of average net assets, .10 of 1% on the next
$150 million of average net assets, and .075 of 1% on average net assets
in excess of $250 million, subject to an annual aggregate minimum of
$185,000, plus out-of-pocket expenses. Fees shall be paid at a rate that
would aggregate at least the applicable minimum fee.
