EXHIBIT(h)(1)
FUND ACCOUNTING
SERVICE AGREEMENT
between
BRYCE CAPITAL FUNDS
and
[GEMINI FUND SERVICES, LLC LOGO]
INDEX
1. APPOINTMENT AND DELIVERY OF DOCUMENTS....................................1
2. DUTIES OF GFS............................................................2
3. FEES AND EXPENSES........................................................4
4. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE...........................5
5. REPRESENTATIONS AND WARRANTIES...........................................7
6. CONFIDENTIALITY..........................................................7
7. PROPRIETARY INFORMATION..................................................8
8. ADDITIONAL FUNDS AND CLASSES.............................................9
9. ASSIGNMENT...............................................................9
10. EFFECTIVE DATE AND TERMINATION..........................................10
11. LIAISON WITH ACCOUNTANTS................................................10
12. MISCELLANEOUS...........................................................11
Schedule A - FUNDS TO BE SERVICED.............................................13
Schedule B - FEES AND EXPENSES................................................14
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BRYCE CAPITAL FUNDS
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made as of the 28th day of June 2004 by and between Bryce
Capital Funds, a Delaware business trust, having its principal office and place
of business at 0 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (the "Trust"), and Gemini
Fund Services LLC, a Nebraska limited liability company having its principal
office and place of business at the Hauppauge Corporate Center, 000 Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("GFS").
WHEREAS, the Trust is an open-end management investment company registered
with the United States Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue shares ("Shares") in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust offers Shares in the series listed in Schedule A hereof
(each such series, together with all other series subsequently established by
the Trust and made subject to this Agreement in accordance with Section 8, being
herein referred to as a "Fund," and collectively as the "Funds"); and
WHEREAS, the Trust desires that GFS perform fund accounting services for
each Fund and GFS is willing to provide those services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Trust and GFS hereby agree as follows:
1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Trust, on behalf of each Fund listed in Schedule A, hereby
appoints GFS to provide accounting services for the Trust as described
hereinafter, for the period and on the terms set forth in this Agreement. GFS
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Section 3 of this Agreement.
(b) In connection therewith, the Trust has delivered to GFS copies of:
(i) the Trust's Agreement and Declaration of Trust and Bylaws
(collectively, as amended from time to time, "Organizational
Documents");
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(ii) the Trust's Registration Statement on Form N-1A and all
amendments thereto filed with the SEC pursuant to the
Securities Act of 1933, as amended ("Securities Act"), and the
1940 Act ("Registration Statement");
(iii) the Trust's notification of registration under the 1940 Act on
Form N-8A as filed with the SEC;
(iv) the Trust's current Prospectus and Statement of Additional
Information for each Fund (collectively, as currently in
effect and as amended or supplemented, the "Prospectus");
(v) the current plan of distribution adopted by the Trust under
Rule 12b-1 under the 1940 Act ("Plan"); and
(v) procedures adopted by the Trust in accordance with Rule 17a-7
under the 1940 Act with respect to affiliated transactions.
(c) The Trust shall promptly furnish GFS with all amendments of or
supplements to the foregoing, deliver to GFS a certified copy of the resolution
of the Board of Trustees of the Trust (the "Board") appointing GFS as fund
accountant and authorizing the execution and delivery of this Agreement.
2. DUTIES OF GFS
(a) Fund Accounting Services. GFS may from time to time adopt
procedures, or modify its procedures, to implement the terms of this Section.
With respect to each Fund, GFS shall provide the following services subject to,
and in compliance with, the objectives, policies and limitations set forth in
the Trust's Registration Statement, the Trust's Agreement and Declaration of
Trust, Bylaws, applicable laws and regulations, and resolutions and policies
implemented by the Trust's Board of Trustees (the "Board"):
(i) Timely calculate the net asset value per share with the
frequency prescribed in each Fund's then-current Prospectus
and transmit the Fund's net asset value to NASDAQ, and
communicate such net asset value to the Trust and its transfer
agent;
(ii) Calculate each item of income, expense, deduction, credit,
gain and loss, if any, as required by the Trust and in
conformance with generally accepted accounting practices
("GAAP"), SEC Regulation S-X (or any successor regulation) and
the Internal Revenue Code of 1986, as amended (or any
successor laws)("Code");
(iii) Prepare and maintain on behalf of the Trust all books and
records of each Fund, as required by Rule 31a-1 under the 1940
Act, and as such rule or any successor rule, may be amended
from time to time,
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that are applicable to the fulfillment of GFS' duties
hereunder, as well as any other documents necessary or
advisable for compliance with applicable regulations as may be
mutually agreed to between the Trust and GFS. Without limiting
the generality of the foregoing, GFS will prepare and maintain
the following records upon receipt of information in proper
form from the Fund or its authorized agents:
- Cash receipts journal
- Cash disbursements journal
- Dividend record
- Purchase and sales - portfolio securities journals
- Subscription and redemption journals
- Security ledgers
- Broker ledger
- General ledger
- Daily expense accruals
- Daily income accruals
- Securities and monies borrowed or loaned and collateral
therefore
- Foreign currency journals
- Trial balances
(iv) Make such adjustments over such periods as the Trust's
administrator deems necessary, and communicates to GFS in
writing, to reflect over-accruals or under-accruals of
estimated expenses or income;
(v) Provide the Trust and, Bryce Capital Management, the Trust's
manager, and each sub-adviser to the Funds of the Trust
(collectively referred to as the "Advisers") with daily
portfolio valuation, net asset value calculation and other
standard operational reports as requested from time to time;
(vi) Provide all raw data available from its mutual fund accounting
system for the Advisers' or the administrator's preparation of
the following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR and annual tax returns;
4. Financial data necessary to update form N-1A; and
5. Annual proxy statement.
(vii) Provide facilities to accommodate annual audit by the Trust's
independent accountants and, upon approval of the Trust, any
audits or examinations conducted by the SEC or any other
governmental or quasi-governmental entities with jurisdiction;
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(viii)Transmit to and receive from each Fund's transfer agent
appropriate data on a daily basis and daily reconcile Shares
outstanding and other data with the transfer agent;
(ix) Periodically reconcile all appropriate data with each Fund's
custodian; and
(x) Perform such other record keeping, reporting and other tasks
as may be specified from time to time in the procedures
adopted by the Board; provided, that GFS need not begin
performing any such task except upon sixty (60) days written
notice and pursuant to mutually acceptable compensation
agreements.
(b) Maintenance of and Access to Records. GFS shall maintain records
relating to its services, such as journals, ledger accounts and other records,
as are required to be maintained under the 1940 Act and, specifically, Rule
31a-1 there under. The books and records pertaining to the Trust that are in
possession of GFS shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during GFS' normal business hours. Upon the reasonable request of the
Trust, copies of any such books and records shall be provided promptly by GFS to
the Trust or the Trust's authorized representatives. In the event the Trust
designates a successor that assumes any of GFS' obligations hereunder, GFS
shall, at the expense and direction of the Trust, transfer to such successor all
relevant books, records and other data established or maintained by GFS under
this Agreement.
(c) Inspection of Records. In case of any requests or demands for the
inspection of the records of the Trust maintained by GFS, GFS will endeavor to
notify the Trust and to secure instructions from an authorized officer of the
Trust as to such inspection. GFS shall abide by the Trust's instructions for
granting or denying the inspection; provided, however, that GFS may grant the
inspection without instructions if GFS is advised by counsel to GFS that failure
to do so will result in liability to GFS.
3. FEES AND EXPENSES
(a) Fees. As compensation for the services provided by GFS to the Trust
pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to pay GFS
the fees set forth in Schedule B hereto. Fees will begin to accrue for each Fund
on the latter of the date of this Agreement or the date GFS begins providing
services to the Funds. For the purpose of determining fees calculated as a
function of the Trust's assets, the value of the Trust's assets and net assets
shall be computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Board. GFS will render,
after the close of each month in which services have been furnished, a statement
reflecting all of the charges for such month; and GFS' fee shall not be subject
to monthly pro ration.
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(b) Expenses. GFS will bear its own expenses, in connection with the
performance of the services under this Agreement, except as provided herein or
as agreed to by the parties. In addition to the fees paid under subsection (a),
the Trust agrees to reimburse GFS for out-of-pocket expenses or advances
incurred by GFS for the items set out in Schedule B and any other expenses
incurred by GFS at the request or with the consent of the Trust.
(c) Fee Changes. The fees, out-of-pocket expenses and advances
identified in subsections (a) and (b) above may only be changed subject to prior
written approval by the Trust. For reports, analyses and services requested in
writing by the Trust and provided by GFS, not in the ordinary course, GFS shall
charge $150/hour for senior staff time, $75/hour for junior staff time and
$200/hour for computer personnel time.
(d) Due Date. All fees under subsection (a) above shall be billed
monthly and are due and payable within five (5) days of receipt of the invoice.
All expenses under subsection (b) above are due and payable within ten (10) days
of receipt of the invoice.
4. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a) Indemnification of GFS. The Trust shall on behalf of each applicable
Fund indemnify and hold GFS harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributable to the Trust's refusal or failure to
comply with the terms of this Agreement, or which arise out of the Trust's lack
of good faith, gross negligence or willful misconduct with respect to the
Trust's performance under or in connection with this Agreement. GFS shall not be
responsible for and shall be entitled to rely upon and may act upon information,
records and reports generated by the Funds, advice of the Funds, or of counsel
for the Funds and upon statements of the Funds' independent accountants, and
shall be without liability for any action reasonably taken or omitted pursuant
to such records and reports or advice, provided that such action is not, to the
knowledge of GFS, in violation of applicable federal or state laws or
regulations, and provided further that such action is taken without gross
negligence, bad faith, willful misconduct or reckless disregard of its duties,
and the Trust shall hold GFS harmless in regard to any liability incurred by
reason of the inaccuracy of such information or for any action reasonably taken
or omitted in good faith reliance on such information.
(b) Indemnification of the Trust. GFS shall indemnify and hold the Trust
and each applicable Fund harmless from and against any and all losses, damages,
costs, charges, reasonable counsel fees, payments, expenses and liability
arising out of or attributed to GFS' refusal or failure to comply with the terms
of this Agreement, or which arise out of GFS' lack of good faith, gross
negligence or willful misconduct with respect to GFS' performance under or in
connection with this Agreement.
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(c) Reliance. Except to the extent that GFS may be liable pursuant to
this Section 4, GFS shall not be liable for any action taken or failure to act
in good faith in reliance upon:
(i) advice from the Trust or from counsel to the Trust;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith (pursuant to procedures mutually agreed
to by GFS and the Advisers) was transmitted by the person or
persons authorized by the Board to give such oral instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and GFS may rely upon the genuineness of any such
document, copy or facsimile thereof reasonably believed in
good faith by GFS to have been validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument,
report, notice, consent, order, or other document reasonably
believed in good faith by GFS to be genuine and to have been
signed or presented by the Trust or other proper party or
parties;
and GFS shall not be under any duty or obligation to inquire into the validity
or invalidity or authority or lack of authority of any statement, oral or
written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which GFS reasonably believes in good faith to
be genuine.
(d) Errors of Others. GFS shall not be liable for the errors of other
service providers to the Trust, including the errors of pricing services (other
than to pursue all reasonable claims against the pricing service based on the
pricing services' standard contracts entered into by GFS) and errors in
information provided by an investment adviser (including prices and pricing
formulas and the untimely transmission of trade information) or custodian to the
Trust; except or unless any GFS action or inaction by GFS is a direct or
proximate cause of the error.
(e) Reliance on Electronic Instructions. If the Trust has the ability to
originate electronic instructions to GFS in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or other
information, then in such event GFS shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any further inquiry as
long as such instruction is undertaken in conformity with security procedures
established and agreed upon by GFS and the Advisers.
(f) Notification of Claims. In order that the indemnification provisions
contained in this Section 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
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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 or to defend against said claim in
its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
5. REPRESENTATIONS AND WARRANTIES
Representations of GFS. GFS represents and warrants to the Trust that:
(i) it is a limited liability company duly organized and existing and in
good standing under the laws of the State of Nebraska;
(ii) it is empowered under applicable laws and by its organizational
documents to enter into this Agreement and perform its duties under
this Agreement;
(iii) it has access to the necessary facilities, equipment, and personnel
to perform its duties and obligations under this Agreement; and
(iv) it is registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934 and shall continue to be registered
throughout the remainder of this Agreement.
Representations of the Trust. The Trust represents and warrants to GFS
that:
(i) it is a Trust duly organized and existing and in good standing under
the laws of the State of Delaware;
(ii) it is empowered under applicable laws and by its Organizational
Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organizational Documents have been
taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company registered under the
1940 Act; and
(v) a registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state
securities law filings as required, have been or will be made and
will continue to be made, with respect to all Shares of the Fund
being offered for sale.
6. CONFIDENTIALITY
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GFS and the Trust agree that all books, records, information, and data
pertaining to the business of the other party, which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement, shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
that GFS may:
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies;
(c) release such other information as approved in writing by the Trust
which approval shall not be unreasonably withheld and may not be withheld where
GFS may be exposed to civil or criminal liability or proceedings for failure to
release the information, when requested to divulge such information by duly
constituted authorities or when so requested by the Trust or the Advisers; and
(d) provide or release such information as otherwise permitted or required
by law.
In accordance with Section 248.11 of Regulation S-P (17 CFR 248.1 -
248.30) ("Reg S-P"), GFS will not directly, or indirectly through an affiliate,
disclose any non-public personal information as defined in Reg S-P, received
from the Fund to any person that is not affiliated with the Fund or with GFS and
provided that any such information disclosed to an affiliate of GFS shall be
under the same limitations on non-disclosure.
7. PROPRIETARY INFORMATION
(a) Proprietary Information of GFS. The Trust acknowledges that the
databases, computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by GFS on databases under the
control and ownership of GFS or a third party constitute copyrighted, trade
secret, or other proprietary information (collectively, "GFS Proprietary
Information") of substantial value to GFS or the third party. The Trust agrees
to treat all Proprietary Information as proprietary to GFS and further agrees
that it shall not divulge any Proprietary Information to any person or
organization except as may be provided under this Agreement.
(b) Proprietary Information of the Trust. GFS acknowledges that the
Shareholder list and all information related to Shareholders furnished to GFS by
the Trust or by a Shareholder in connection with this Agreement (collectively,
"Customer Data"), all information regarding the Trust portfolios, arrangements
with brokerage firms, compensation paid to or by the Trust, trading strategies
and all such related information (collectively, Trust proprietary information")
constitute proprietary information of substantial value to the Trust. In no
event shall GFS Proprietary Information be deemed
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Trust Proprietary Information Customer Data. GFS agrees to treat all Trusts
Proprietary Information and Customer Data as proprietary to the Trust and
further agrees that it shall not divulge any Trust Proprietary Information or
Customer Data to any person or organization except as may be provided under this
Agreement or as may be directed by the Trust or as may be duly requested by
regulatory authorities.
(c) Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 9. The obligations of this Section
shall survive any earlier termination of this Agreement.
8. ADDITIONAL FUNDS AND CLASSES
If the Trust establishes one or more series of Shares or one or more
classes of Shares after the effectiveness of this Agreement, such series of
Shares or classes of Shares, as the case may be, shall become Funds and classes
under this Agreement. However, either GFS or the Trust may elect in writing not
to make any such series or classes subject to this Agreement.
9. ASSIGNMENT
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the prior written consent
of GFS. GFS may subcontract any or all of its responsibilities pursuant to this
Agreement to one or more corporations, trusts, firms, individuals or
associations, which may or may not be affiliated persons of GFS and which agree
to comply with the terms of this Agreement; provided, however, that any such
subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may
pay those persons for their services, but no such payment shall increase GFS'
compensation from the Trust.
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10. EFFECTIVE DATE AND TERMINATION
(a) Effective Date. This Agreement shall become effective on the date
first above written.
(b) Term. This Agreement shall remain if effect for a period of three
(3) years from the date of its effectiveness and shall continue in effect for
successive twelve-month periods provided that such continuance is specifically
approved at least annually by a majority of the trustees of the Trust.
(c) Termination. This Agreement can be terminated upon ninety (90) days
prior written notice by either party. Compensation due GFS and unpaid by the
Trust upon such termination shall be due on the date of termination or after the
date that the provision of services ceases, whichever is later. In the event of
termination, GFS agrees that it will cooperate in the smooth transition of
services and to minimize disruption to the Trusts and its shareholders,
including liaison with the Trusts accountants.
(d) Reimbursement of GFS' Expenses. If this Agreement is terminated with
respect to a Fund or Funds, GFS shall be entitled to collect from the Fund or
Funds, in addition to the compensation described under Section 3 hereof, the
amount of all of GFS' reasonable labor charges and cash disbursements for
services in connection with GFS' activities in effecting such termination,
including without limitation, the labor costs and expenses associated with the
de-conversion of the Trusts records of each Fund from its computer systems, and
the delivery to the Trust and/or its designees of the Trust's property, records,
instruments and documents, or any copies thereof. The agreed upon amount for
such de-conversion is set forth on Schedule B. Subsequent to such termination,
for a reasonable fee, GFS will provide the Trust with reasonable access to all
Trust documents or records, if any, remaining in its possession. In the event of
termination, GFS agrees that it will cooperate in the smooth transition of
services and to minimize disruption to the Trust and its Shareholders.
(e) Survival of Certain Obligations. The obligations of Sections 3, 4,
6, 7, 10 and 11 shall survive any termination of this Agreement.
11. LIAISON WITH ACCOUNTANTS
GFS shall act as liaison with the Trust's independent public accountants
and shall provide account analyses, fiscal year summaries, and other
audit-related schedules with respect to each Fund. GFS shall take all reasonable
action in the performance of its duties under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.
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12. MISCELLANEOUS
(a) Amendments. No provisions of this Agreement may be amended or
modified in any manner except by a written agreement properly authorized and
executed by both parties hereto.
(b) Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
(c) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
(d) Counterparts. The parties may execute this Agreement or any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(e) Severability. If any part, term or provision of this Agreement is
held to be illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected by such
determination, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
(f) Force Majeure. 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 party resulting from such failure to perform or otherwise
from such causes.
(g) Arbitration. Any controversy or claim arising out of, or related to,
this Agreement, its termination or the breach thereof, shall be settled by
binding arbitration by three arbitrators (or by fewer arbitrator(s), if the
parties subsequently agree to fewer) in the City of New York, in accordance with
the rules then obtaining of the American Arbitration Association, and the
arbitrators' decision shall be binding and final, and judgment upon the award
rendered may be entered in any court having jurisdiction thereof.
(h) Headings. Section and paragraph headings in this Agreement are
included for convenience only and are not to be used to construe or interpret
this Agreement.
(i) Notices. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
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To the Trust: To GFS:
Xxxxxx Xxxxxxx Xxxxx X. Xxxxxx
Xxxxx Capital Funds c/o President
Bryce Capital Management Gemini Fund Services, LLC
0 Xxxxxxxx Xxxx 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx Xxxxxx, Esq.
Blank Rome LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX. 00000
(000) 000-0000
xxxxxxx@xxxxxxxxx.xxx
(j) Distinction of Funds. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of each Fund of the
Trust are separate and distinct from the assets and liabilities of each other
Fund and that no Fund shall be liable or shall be charged for any debt,
obligation or liability of any other Fund, whether arising under this Agreement
or otherwise.
(k) Representation of Signatories. Each of the undersigned expressly
warrants and represents that they have full power and authority to sign this
Agreement on behalf of the party indicated and that their signature will bind
the party indicated to the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
BRYCE CAPITAL FUNDS GEMINI FUND SERVICES, LLC
By:______________________________ By: _________________________________
__________________, President Xxxxx X. Xxxxxx, President
Date:_________________________ Date:____________________________
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FUND ACCOUNTING SERVICE AGREEMENT
Schedule A
FUNDS TO BE SERVICED
Bryce Capital Growth Fund
Bryce Capital Value Fund
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FUND ACCOUNTING SERVICE AGREEMENT
Schedule B
FEES AND EXPENSES
Page 1 of 2
Total charges for Fund Accounting services include fees and out-of-pocket
expenses.
Fees will be calculated based upon the average net assets of the Fund for the
previous month. Partial months are not prorated.
SERVICE FEES PER FUND:
The Trust shall pay GFS within ten (10) days after receipt of an invoice from
GFS, usually sent at the beginning of each month, a base annual fee plus a basis
point fee after the first $25 Million in assets as follows:
$24,000 base fee per year - one class
plus $6,000 base fee per year for each additional class
2 basis points for net assets between $25m - $100m
1 basis point for net assets over $100m
with a 25% overall discount in first year and an additional 10% discount in the
first 6 months
(The above fee schedule will remain in place for a period of 3 years.)
All special reports and/or analyses requested by the Trust, shall be subject to
an additional charge, agreed upon in advance, based upon the following rates:
GFS Senior Staff ......$150.00/hour
GFS Junior Staff.......$75.00/hour
MIS Staff...............$200.00/hour
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FUND ACCOUNTING SERVICE AGREEMENT
Schedule B
FEES AND EXPENSES
Page 2 of 2
OUT-OF-POCKET EXPENSES:
1. The out-of-pocket charge for equity and bond price quotes will be equal to
the charge made to GFS by the provider of such quotes.
$.15 Domestic and Canadian Equities
$.15 Options
$.50 Corp/Gov/Agency Bonds
$.80 CMO's
$.50 International Equities and Bonds
$.80 Municipal Bonds
$.80 Money Market Instruments
2. The out-of-pocket charge for any external data received by GFS in support
of the daily net asset value will be charged at cost (i.e., interest rate
charges on varying rate instruments).
3. Global fund accounting fees, defined as funds processing more than 25% in
non-domestic assets, are charged at 150% of the above fees (base fee as
well as basis point fee).
4. There is an additional charge of $500 per month for portfolios that
transmit daily trades via fax as opposed to in an electronic format.
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