Amended and Restated
Fund Accounting And Compliance Administration
Agreement
This Amended and Restated Fund Accounting And Compliance Administration
Agreement ("Agreement"), made and entered into this 26th day of April, 2001, by
and between New Providence Investment Trust, a Massachusetts business trust (the
"Trust"), and The Nottingham Management Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-ended management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, pursuant to a Fund Accounting and Compliance Administration Agreement
("Original Agreement") dated September 9, 1998, between the Trust and
Administrator, the Trust retained the Administrator to provide certain
administrative services to the Trust in the manner and on the terms set forth
therein;
WHEREAS, the Trust wishes to retain Administrator to provide, or procure, other
services to the Trust in addition to those services set forth in the Original
Agreement;
WHEREAS, Administrator is willing to furnish and/or arrange for such other
services in the manner and on the terms hereinafter set forth; and
WHEREAS, Trust and Administrator wish to amend and restate the Original
Agreement to reflect the administrative services and other services that the
Trust wishes the Administrator to provide and for which the Administrator is
willing to furnish and/or arrange to have preformed.
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 the administrative and other services with respect to
the funds identified on Schedule 1 ("Funds"), 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 provided, or cause to be furnished by others, the fund
accounting, administrative and other services reasonably necessary
for the operation of the Trust and Funds as set forth in Exhibit
A, attached hereto and made a part hereof.
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,
Administrator will also provide the items which it is
obligated to provide under this Agreement. In addition,
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
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 Funds 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 Funds;
(iv) Interest charges, fees and expenses of the custodian of
the Funds' portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing
and transfer agent(s);
(vi) Fees and expenses of the Trust's fund accounting agent
and administrator, in accordance with Section 4 herein;
(vii) Costs, as may be allocable to and agreed upon in
advance by the Trustees and the Administrator, of all
non-executive and clerical personnel and all data
processing equipment and software in connection with
the provision of fund accounting and recordkeeping
services functions as contemplated herein;
(viii)Auditing and legal expenses of the Trust;
(ix) Cost of maintenance of the Trust's (including the
Funds') existence as a legal entity;
(x) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(xi) Costs and expenses of Trust meetings;
(xii) Costs and expenses of initial and ongoing registration
of the Trust's shares under Federal and state
securities laws;
(xiii)Costs of preparing (including typesetting), printing
and mailing reports, prospectuses, statements of
additional information, proxy solicitation material and
notices to existing shareholders;
(xiv) Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xv) The Advisory fees and expenses payable to each Funds'
Investment Advisor;
(xvi) Costs of pricing services;
(xvii)Litigation and other extraordinary or nonrecurring
expenses involving the Trust;
(xviii) Direct out-of-pocket costs in connection with Trust
activities, such as the costs of telephone services
(but not telephone equipment), long distance telephone
and wire charges, postage and the printing of special
forms and stationery, copying charges, financial
publications used in connection with Trust activities,
third party storage fees of the Trust's files and
records, etc.; and
(xix)Other actual out-of-pocket expenses of the
Administrator as may be agreed upon in writing from
time to time.
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 to the Administrator compensation as specified in
Exhibit B attached hereto. The Trust will also promptly
reimburse the Administrator for its reasonable out-of pocket
expenses, including without limitation, the travel and lodging
expenses incurred by officers and employees of the
Administrator in connection with attendance at meetings of the
Trust's Board of Trustees. 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.
b. 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.
c. 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 and the Rule 11a2-2(T) thereunder, and the Trust
hereby consents to the retention of compensation for such
tractions in accordance with Rule 11a2-2(T)(a)(2)(iv).
d. 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
Agreement. In addition, upon a liquidation (as defined in
Section 10 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. Limitation of Liability of the Administrator. The duties of the
Administrator will be confined to those expressly set forth in the
Agreement, and no implied duties are assumed by or may be asserted
against the Administrator under this Agreement. The Administrator
will not be liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or
omission in carrying out its duties under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under this
Agreement, except as may otherwise be provided under provisions of
applicable law which cannot be waived or modified by this
Agreement. Administrator will not be responsible for losses beyond
its control. Notwithstanding anything in this Agreement to the
contrary, Administrator shall not be liable for any consequential,
special, indirect losses or damages, regardless of whether the
likelihood of such losses or damages was known by the
Administrator. (As used in this Section 5 and in Section 6 below,
the term "Administrator" will include directors, officers,
employees and other agents of the Administrator as well as the
Administrator itself).
6. Indemnification of Administrator. Trust assumes full
responsibility and will indemnify and defend the Administrator and
hold it harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any
and all losses, damages, costs, charges, reasonable counsel fees
and disbursements, payments, expenses, and liabilities (including
reasonable investigation expenses) of every nature and character
arising or occurring directly or indirectly out of Administrator's
relationship to the Trust under this Agreement or any of
Administrator's action taken or nonactions with respect to the
performance of services under this Agreement; provided, however,
Administrator shall not be indemnified against any liability
arising out of its own willful misfeasance, bad faith or gross
negligence in the performance of its duties or its own reckless
disregard of its duties or obligations under this Agreement. The
indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
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. In order that the
indemnification provision contained herein shall apply, however,
it is understood that if in any case the Trust may be asked to
indemnify, defend or hold the Administrator harmless, the Trust
shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood
that the Administrator will use all reasonable care to identify
and notify the Trust promptly concerning any situation which
presents or appears likely to present the probability of such a
claim for indemnification against the Trust, but failure to do so
in good faith will not affect the rights under this Agreement.
The Trust will be entitled to participate at its own expense or,
if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the
Trust elects to assume the defense of any such claim, the defense
will be conducted by counsel chosen by the Trust and satisfactory
to the Administrator, whose approval will not be unreasonably
withheld. In the event the Trust elects to assume the defense of
any suit and retain counsel, the Administrator will bear the fees
and expenses of any additional counsel retained by it, absent a
conflict of interest between the Trust and the Administrator. In
the event of a conflict between the Trust and the Administrator or
if the Trust does not elect to assume the defense of a suit, the
Trust shall reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by Administrator.
The Administrator may apply to the Trust at any time for
instructions and many consult counsel for the Trust or its own
counsel and with accountants and other experts with respect to any
matter arising in connection with the Administrator's duties, and
the Administrator will not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such
instructions or with the opinion of such counsel, accountants or
other experts. Also, the Administrator will be protected in acting
on any document which it reasonably believes to be genuine and to
have been signed or presented by the proper person or persons. Nor
will the Administrator be held to have notice of any change of
authority of any officers, employee or agent of the Trust until
receipt of written notice thereof from the Trust.
Should the foregoing indemnification agreement be found
unenforceable or that contribution is required from Administrator,
then the Administrator's aggregate contribution for all losses,
claims, damages or liabilities, including rescission liabilities,
shall not exceed the value of all fees earned by and expenses
reimbursed to the Administrator pursuant to this Agreement. No
person or entity guilty of fraudulent misrepresentation shall be
entitled to contribution from any person or entity who is not so
guilty.
7. 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.
8. 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 adviser, distributor, custodian, transfer
agent, outside legal counsel or independent public accountants, or
when so requested by the Trust. For purposes of this Section 8,
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.
9. Equipment Failures. In the event of equipment failures beyond the
Administrator's reasonable control, the Administrator will, at no
additional expense to the Trust, take reasonable steps to minimize
interruptions to the services provided by the Administrator under
this Agreement but will have no liability with respect thereto.
10. Compliance With Governmental Rules and Regulations. The
Administrator undertakes to comply with all applicable
requirements of the 1933 Act, 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.
11. 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 ninety (90) 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 11, 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.
12. 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.
13. Assignment. This Agreement shall not be assignable by either party
without the written consent of the other party, such consent not
to be unreasonable 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. The Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective
successors and assigns.
14. 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.
15. 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 Fund on request. Notwithstanding the forgoing,
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 record 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 an 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 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.
16. Definitions of Certain Terms. The terms "interested persons" and
"affiliated person," when used in this Agreement, will have
respective meaning specified in the 1940 Act and the rules and
regulations under this Agreement, subject to such exemptions as
granted by the Securities and Exchange Commission.
17. 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 Management Company
000 Xxxxx Xxxxxxxx Xxxxxx
P.O. Drawer 69
Rocky Mount, NC 27802-0069
Attn: Xxxxx X. Xxxxxxx III
Chairman and CEO
If to Trust, at:
New Providence Investment Trust
000 Xxxxx Xxxxxxxx Xxxxxx
P.O. Drawer 69
Rocky Mount, NC 27802-0069
Attn: C. Xxxxx Xxxxxx, III
Secretary
18. 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
Advisors Act of 1940, or any applicable rule or order of the
Securities and Exchange Commission.
19. Consent to Jurisdiction and Venue. The parties hereto submit to
the personal jurisdiction and venue in the Superior Court in Xxxx
County, North Carolina or the United States Court for the Eastern
District of North Carolina for any action brought by the parties
hereto arising out of a breach or threatened breach of this
Agreement.
20. 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.
21. 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.
22. 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 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.
23. Trust Obligation. A copy of the Trust's Declaration of Trust is on
file with the Secretary of the Commonwealth of Massachusetts and
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:
NEW PROVIDENCE INVESTMENT TRUST
By:
________________________________________
Name:
______________________________________
Title:
_____________________________________
[seal]
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
By:
________________________________________
Name:
______________________________________
Title:
_____________________________________
[seal]
Schedule 1
----------
To the Amended and Restated Fund Accounting and Compliance Agreement
Dated as of April 26, 2001
The following fund(s) are covered by the Agreement:
Wisdom Fund
Exhibit A
---------
To the Amended and Restated Fund Accounting and Compliance Agreement
Dated as of April 26, 2001
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 administrative services, regulatory reporting, fund accounting
and related portfolio accounting services, adequate office space,
equipment, personnel, compensation 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 expense 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, registration statements and proxy
materials;
c. Prepare 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, monitor sale of Trust's shares for compliance
with state securities laws, and file 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. Develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the solicitations of
proxies solicited by the Trust for all shareholder meetings, including
tabulation process for shareholder meetings;
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 adviser(s), distributor(s) and transfer agent(s);
f. Maintain the Trust's general ledger and prepare the financial
statement, including expense accruals and payments, determine the net
asset value of the Trust's assets and of the Trust's shares, and
supervise 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. Examine and review the operations and performance of the various
organizations providing services to the Trust or any Fund of the
Trust, including the Trust's investment adviser(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 preparation of
materials for the quarterly meetings of the Board of Trustees;
l. Assist with the design, development, and operation of the Trust,
including new Funds and class investment objectives, policies and
structure;
m. Identify 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. Advise the Trust and its Trustees on matters concerning the Trust and
its affairs;
o. Obtain and keep in effect fidelity bonds 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;
p. Monitor and advise the Trust and its Fund(s) on their registered
investment company status under the Internal Revenue Code of 1986, as
amended;
q. Perform all 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;
r. 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
s. Prepare and file with the SEC the semi-annual report for the Trust on
Form N-SAR and all required notices pursuant to Rule 24f-2.
2. Custodian Services. The Administrator shall also procure on behalf of the
Trust and Fund(s) a custodian or custodians for the Fund(s) to provide for
the safekeeping of the Funds' assets. Administrator shall be responsibly
for compensating such custodian or custodians out of Administrator's
compensation as set forth in Exhibit B of this Agreement. Such custodian or
custodians shall be subject to the approval of the Trustees. The Trust may
be a party to any forgoing agreement.
3. Other Services. The Administrator will perform other services for the Trust
as agreed from time to time, including, but not limited to performing
internal audit examinations, mailing the annual reports of the Fund(s);
preparing any annual list of shareholders; and mailing notices of
shareholders' meetings, proxies and proxy statements, for all which the
Trust will pay the Administrator's out-of-pocket expenses.
Exhibit B
---------
To the Amended and Restated Fund Accounting and Compliance Agreement
Dated as of April 26, 2001
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.
FUND ACCOUNTING FEE
Base fee: $2,250 per month
---------
Class fee: $750 per month for each additional Class
---------
Asset base fee: Annual fee of 1 basis point
---------------
ADMINISTRATION FEE
Asset based fee:
----------------
Annual
Net Assets Fee
-------------------- ----------
On the first $50 million 0.125%
On the next $50 million 0.100%
On all assets over $100 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
$0.25 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
DOMESTIC CUSTODY FEES
Custody administration asset based fee:
---------------------------------------
On the first $100 million of assets 2.0 basis points
On all assets over $100 million 0.9 basis points
Transaction fees:
-----------------
$4.00 Book Entry DTC Transactions
$10.00 Book Entry Federal Reserve Transactions
$30.00 Physical Securities Transactions
$15.00 Options
$8.00 Futures Contracts
$4.00 Paydowns on Mortgage Backed Securities.
$5.50 Fed Wire Charge on Repo Collateral in / out.
$6.50 Cash Wire Transfers
Minimum annual fee: $4,800 per fund ($400 per month)
-------------------
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 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 immediate prior
two months from such Fund. 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 immediate prior three months from such Fund. 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-or 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 liquidation
fee promptly upon the liquidation of the Fund.
