Exhibit 9(iii)
ADMINISTRATION SERVICES AGREEMENT
CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.
This Administration Services Agreement (the "Agreement") dated as of
the ________ day of _______________, 1997, made by and between CLS ADVISORONE
FUNDS (the "Trust"), a mutual fund organized as a business trust under the
laws of the Commonwealth of Massachusetts acting for and on behalf of THE
XXXXXXX FUND and THE CLERMONT FUND (the "Fund") which are operated and
maintained by the Trust for the benefit of the holders of shares of each Fund,
and MUTUAL FUNDS SERVICE CO., an Ohio corporation ("Administrator").
W I T N E S S E T H
WHEREAS, the Funds are engaged in business as open-end investment
companies registered under the Investment Company Act of 1940 (collectively
with the rules and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Trust wishes to engage the Administrator to provide
certain administrative and management services, and the Administrator is
willing to provide such administrative and management services to the Fund, on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the
parties hereto as herein set forth, the parties agree as follows:
1. Duties of the Administrator. Subject to the direction and control
of the Board of Trustees of the Fund, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by
the Fund. The types of services which may be called for hereunder include
without limitation: (a) providing equipment and clerical personnel necessary
for performing the administrative and management functions herein set forth;
(b) arranging, if desired by the Fund, for Trustees, officers and employees of
the Administrator to serve as Trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) supervising the overall
administration of the Fund, including negotiation of contracts and fees with
and the monitoring of performance and xxxxxxxx of the Fund's custodian and
other independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Fund with
applicable federal laws and regulations, including registration statements,
semi-annual and annual reports to shareholders and proxy statements; (e)
preparing supporting documents for meetings of Trustees and committees of
Trustees; and (f) maintaining current and accurate books and records of the
Fund. Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to
have assumed or have any responsibility with respect to functions specifically
assumed by any custodian of the Fund or any person or agent responsible for
state registration or renewal functions of the Fund.
Accounts, records and other information shall belong to the Fund and
be considered confidential. Accounts, records and other information will not
be disclosed to other than federal and state regulators without permission
from the Fund.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Administrator, and the wages and salaries
of such persons shall not be deemed to be expenses incurred by the Fund for
purposes of this Section 2. Except as provided in the foregoing sentence, the
Fund will pay all of its own expenses including, without limitation,
compensation of Trustees not affiliated with the Administrator; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Fund; fees and expenses of the Fund's independent
auditors, legal counsel and any transfer agent or registrar of the Fund;
expenses of preparing, printing and mailing reports, notices, proxy statements
and reports to investors and governmental agencies and commissions; expenses
of preparing and mailing agendas and supporting documents for meetings of
Trustees and committees of Trustees; expenses connected with the execution,
recording and settlement of security transactions; insurance premiums; fees
and expenses of the Fund's custodian for all services to the Fund, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the Fund;
expenses of meetings of shareholders of the Fund; and expenses relating to the
issuance, registration and qualification of shares of the Fund.
3. Compensation of the Administrator. For the services to be rendered
and the facilities to be provided by the Administrator hereunder, the Fund
shall pay to the Administrator an administrative fee computed and paid in
accordance with Schedule A hereto.
4. Limitation of Liability of the Administrator. The Administrator and
its Trustees, officers, employees and agents shall not be liable for any error
of judgment or mistake of law or for any act or omission in the administration
of the Fund or the performance of its duties hereunder, unless caused by the
Administrator's negligence, willful misfeasance, or breach of this Agreement.
5. Activities of the Administrator. The services of the Administrator
to the Fund are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties.
6. Termination. This Agreement shall have an initial term of one (1)
year beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.
7. Delegation by the Administrator. The Administrator may delegate any
or all of its obligations hereunder to any one or more entities or persons;
provided, however, that the Administrator shall not make any such delegation
unless the Trustees of the Fund shall have approved such delegation; and
provided, further, that, unless the Fund otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to the Fund for the
acts and omissions of the entity or person to whom the Administrator has made
such delegation as it would be for its own acts or omissions.
8. Notices. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:
If to the Fund:
CLS AdvisorOne Funds
0000 Xxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
If to the Administrator:
Mutual Funds Service Co.
Attention: Xxxxxx X. Xxxxxx, President
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
9. The Trustees, officers, employees and agents of the Trust shall not
be personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
10. Counterparts. 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.
11. Assignment. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Administrator, or by the Administrator without the written consent of
the Fund, in each case authorized or approved by a resolution of its Trustees.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
CLS ADVISORONE FUNDS
By ________________________
MUTUAL FUNDS SERVICE CO.
By ________________________
Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
BASIS POINT FEE - 5 Basis Points on the monthly total average net assets of
each Fund.
MINIMUM ANNUAL FEE - $30,000 for each Fund (Payable monthly)
In addition, all out-of-pocket expenses shall be separately charged and shall
include but not be limited to: printed/copied material, postage, overnight
mail, courier service, third-party XXXXX filing fees, transportation and
lodging.
MUTUAL FUNDS SERVICE CO.
ADMINISTRATION SERVICES SUMMARY
* If desired by the Fund, arranging for Directors, officers and
employees of MFSCo. to serve as directors, officers, agents of
Fund if duly elected or appointed.
* Negotiation of contracts and fees with other independent
contractors. Monitor performance and xxxxxxxx of the Fund's
custodian and other independent contractors or agents.
* Preparing for review by Fund legal counsel and Directors and,
where applicable, filing with the SEC, those documents required
for compliance by the Fund under applicable federal laws and
regulations:
(1) Form N-1A Registration Statement
(2) Rule 24f-2 Notice
(3) Semi-annual and annual reports to shareholders
(4) Form N-SAR Semi-Annual Report for Regulated Investment
Companies
(5) Proxy Statements
* Prepare requested supporting documents and summaries for meetings
of Directors and committees of Directors.
* Prospectus, New Account Application, miscellaneous forms, reports
to shareholders and Directors will be produced and customized to
meet your needs.
* Coordinate Blue Sky activities with the Fund's in-house personnel
or agent responsible for state registration or renewal functions
of the Fund.
