Exhibit 99.H
MUTUAL FUND SERVICES AGREEMENT
THIS AGREEMENT is made as of this 1/st/ day of May, 2003, by and
between THE XXXXXXX PLAN (the "Trust"), an unincorporated business trust having
its principal place of business at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX
00000 and CITCO-QUAKER FUND SERVICES, INC. ("CQFS"), a corporation organized
under the laws of the State of Delaware and having its principal place of
business at 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 00, Xxxxxx Xxxxx, XX 00000.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Trust is authorized by its Declaration of Trust and
by-laws to issue separate Portfolios of shares representing interests in
separate investment portfolios (the "Portfolios") and to further divide such
Portfolios into separate share classes, and
WHEREAS, The Trust has authorized the issuance of shares of beneficial
interest in the Portfolios, and share classes thereof, listed on Schedule A to
this Agreement, attached hereto and made part of this Agreement, as such
Schedule A may be amended from time to time (each series individually referred
to herein as a "Portfolio" and collectively as the "Portfolios"), and;
WHEREAS, the Trust desires that CQFS perform certain transfer agent,
accounting, and administrative services for each Portfolio of the Trust listed
on Schedule A, and such Portfolios as may be added to Schedule A from time to
time; and
WHEREAS, CQFS is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. RETENTION OF CQFS.
The Trust hereby retains CQFS to act as Transfer Agent, Fund Accountant
and Fund Administrator to each Portfolio of the Trust and to furnish the Trust
with the services set forth in Schedule B to this Agreement, attached hereto and
made part of this Agreement, as such Schedule B may be amended from time to
time. CQFS hereby accepts such employment to perform such duties.
2. SUBCONTRACTING.
CQFS may, at its expense and, upon written notice to the Trust,
subcontract with any entity or person concerning the provision of the services
contemplated hereunder; provided, however, that CQFS shall not be relieved of
any of its obligations under this Agreement by the appointment of such
subcontractor and provided further, that CQFS shall be responsible, to the
extent provided in Section 7 hereof, for all acts of such subcontractor as if
such acts were its own.
3. COMPENSATION.
The Trust shall pay for the services to be provided by CQFS under this
Agreement in accordance with, and in the manner set forth in, Schedule C
attached hereto, as such Schedule C may be amended from time to time by
agreement of the parties.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, CQFS's compensation for that
part of the month in which the Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set forth above. Payment
of CQFS's compensation for the preceding month shall be made promptly.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying CQFS the fees described in Schedule C attached
hereto, the Trust agrees to reimburse CQFS for its reasonable out-of-pocket
expenses in providing services hereunder, including without limitation the
following:
(a) All freight, delivery and bonding charges incurred by CQFS in
delivering materials to and from the Trust;
(b) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by CQFS in communications
with the Trust, an adviser or sub-adviser to the Trust, the Trust's
custodian, dealers or others as required for CQFS to perform the
services to be provided hereunder;
(c) The Trust's proportionate costs of obtaining security market quotes.
CQFS will create a single master security file from the portfolio
holdings of each series of the Trust, and the cost of pricing a
security or securities held by multiple series will charged once and
allocated to each series holding that security or securities. The
cost of obtaining securities prices for securities held by a single
series will be borne by that series;
(d) All expenses incurred in connection with any custom programming or
systems modifications required to provide any special reports or
services requested by the Trust;
(e) Any expenses CQFS shall incur at the written direction of an officer
of the Trust thereunto duly authorized other than an employee or
other affiliated person of CQFS who may otherwise be named as an
authorized representative of the Trust for certain purposes; and
(f) Any additional expenses reasonably incurred by CQFS in the
performance of its duties and obligations under this Agreement and
approved in advance by the Trust.
5. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Portfolio as of
the date first written above (or, if a particular Portfolio is not in existence
on that date, on the date such Portfolio commences operation) (the "Effective
Date").
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6. TERM OF THIS AGREEMENT.
The term of this Agreement shall continue in effect, unless earlier
terminated by any party hereto as provided hereunder, for a period of three (3)
years. Thereafter, unless otherwise terminated as provided herein, this
Agreement shall be renewed automatically for additional periods of one year.
This Agreement may be terminated without penalty: (i) by the Trust or
CQFS upon ninety (90) days' written notice; or (ii) by the Trust for "cause" (as
defined below) upon the provision of sixty (60) days' advance written notice by
the party alleging cause.
For purposes of this Agreement, "cause" shall mean:
(i) a material breach of this Agreement that has not been remedied
within thirty (30) days following written notice of such breach
from the non-breaching party;
(ii) an act or omission of a party to this Agreement involving gross
negligence, willful malfeasance or intentional wrongdoing; (iii)
a series of negligent acts, omissions or breaches of this
Agreement which, in the aggregate, constitute in the reasonable
judgment of the Trust, a serious, unremedied and ongoing failure
to perform satisfactorily CQFS's obligations hereunder;
(iv) a final, non-appealable judicial, regulatory or administrative
ruling or order in which the party to be terminated has been
found guilty of criminal or unethical behavior in the conduct of
its business; or
(v) financial difficulties on the part of the party to be terminated
which are evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent or acquiescence
in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any
applicable law other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or the
modification or alteration of the rights of creditors.
Notwithstanding the foregoing, in the event this Agreement is
terminated and for any reason CQFS, with the written consent of the Trust, in
fact continues to perform any one or more of the services contemplated by this
Agreement or any schedule or exhibit hereto, the then pertinent provisions of
this Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due CQFS
and unpaid by the Trust upon such termination shall be immediately due and
payable upon and notwithstanding such termination. CQFS shall be entitled to
collect from the Trust, in addition to the compensation described in Schedule C,
the amount of all of CQFS's unusual or extraordinary cash disbursements for
services in connection with CQFS's activities in effecting such termination,
including without limitation, the delivery to the Trust and/or its designees of
the Trust's property, records, instruments and documents. In the event this
Agreement is terminated, CQFS will continue to provide services to the Trust
during the transition period to a successor service provider and will cooperate
with the successor service provider to assist in as orderly, efficient and cost
effective conversion as is reasonably possible.
7. STANDARD OF CARE.
The duties of CQFS shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against CQFS
hereunder. CQFS shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing the
services provided for under this Agreement. CQFS shall be liable for any damages
arising directly or indirectly out of CQFS's failure to perform its duties under
this Agreement to the extent such damages arise directly or indirectly out of
CQFS's willful misfeasance, bad faith,
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negligence in the performance of its duties, or reckless disregard of it
obligations and duties hereunder. (As used in this Article 7, the term "CQFS"
shall include directors, officers, employees and other agents of CQFS as well as
CQFS itself).
Without limiting the generality of the foregoing or any other provision
of this Agreement, CQFS shall not be liable for the validity or invalidity or
authority or lack thereof of any instruction, notice or other instrument that
CQFS reasonably believes to be genuine and to have been signed or presented by a
duly authorized representative of the Trust (other than an employee or other
affiliated persons of CQFS who may otherwise be named as an authorized
representative of the Trust for certain purposes).
CQFS may apply to the Trust at any time for instructions and may
consult with counsel for the Trust or its own counsel, and with accountants and
other experts with respect to any matter arising in connection with CQFS' duties
hereunder, and CQFS shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instruction or with the
reasonable opinion of such counsel, accountants or other experts qualified to
render such opinion.
8. INDEMNIFICATION.
The Trust agrees to indemnify and hold harmless CQFS from and against
any and all actions, suits, claims, losses, damages, costs, charges, reasonable
counsel fees and disbursements, payments, expenses and liabilities (including
reasonable investigation expenses) (collectively, "Losses") to which CQFS may
become liable arising directly or indirectly out of any action or omission to
act which CQFS takes (i) at any request or on the direction of or in reliance on
the reasonable advice of the Trust, (ii) upon any instruction, notice or other
instrument that CQFS reasonably believes to be genuine and to have been signed
or presented by a duly authorized representative of the Trust (other than an
employee or other affiliated person of CQFS who may otherwise be named as an
authorized representative of the Trust for certain purposes) or (iii) on its own
initiative, in good faith and in accordance with the standard of care set forth
in Article 7 above, in connection with the performance of its duties or
obligations hereunder; provided, however that the Trust shall have no obligation
to indemnify or reimburse CQFS under this Article 8 to the extent that CQFS is
entitled to reimbursement or indemnification for such Losses under any liability
insurance policy described in this Agreement or otherwise. Further, CQFS shall
not be indemnified against or held harmless from any Losses arising directly or
indirectly out of CQFS' own willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder. (As used in this Article 8, the term "CQFS" shall include Trustees,
officers, employees and other agents of CQFS as well as CQFS itself).
CQFS agrees to indemnify and hold harmless the Trust, its Trustees,
officers, employees and agents, from and against any and all actions, suits,
claims, losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) (collectively, "Losses") to which the Trust, its
Trustees, officers, employees and agents, may become liable arising directly or
indirectly out of CQFS's own willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
as set forth in this Agreement. (As used in this Article 8, the term "CQFS"
shall include Trustees, officers, employees and other agents of CQFS as well as
CQFS itself).
If a claim is made against any party to this Agreement as to which that
party may seek indemnity under this Article 8 from the other party, the party
seeking indemnification shall notify the other party within ten (10) days after
receipt of any written assertion of such claim threatening to institute an
action or proceeding or service of summons or other legal process. Failure to
notify a party of a claim for indemnification will relieve the party from whom
indemnification is sought from any liability which it may have on account of the
indemnity provisions set forth under this Article 8
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unless the party seeking indemnification can demonstrate to the reasonable
satisfaction of the other party that such party has not been prejudiced in any
material respect by such failure to so notify.
The parties to this Agreement will cooperate in the control of the
defense of any action, suit or proceeding in which a party is involved and for
which indemnity is being provided by the other party. Any party from whom
indemnification is sought may negotiate the settlement of any action, suit or
proceeding subject to the other party's approval, which approval will not be
unreasonably withheld. The party seeking indemnification reserves the right, but
not the obligation, to participate in the defense or settlement of a claim,
action or proceeding with its own counsel. Costs or expenses incurred by a party
to whom indemnification is being provided in connection with, or as a result of
such participation, will be borne solely by the indemnifying party unless:
. the party seeking indemnification has received an opinion of counsel
from counsel to either party stating that the use of common counsel
would present an impermissible conflict of interest;
. the defendants in, or targets of, any such action or proceeding
include both CQFS and the Trust, and legal counsel to either party has
reasonably concluded that there are legal defenses available to a
party which are different from or additional to those available to the
other party or which may be adverse to or inconsistent with defenses
available to a party; or
. the party from whom indemnification is sought authorizes the other
party to employ separate counsel at the expense of the indemnifying
party.
. The terms of this Article 8 will survive the termination of this
Agreement.
9. RECORD RETENTION AND CONFIDENTIALITY.
CQFS shall keep and maintain on behalf of the Trust all books and
records which the Trust and CQFS is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance
of books and records in connection with the services to be provided hereunder.
CQFS further agrees that all such books and records shall be the property of the
Trust and to make such books and records available for inspection by the Trust
or by the SEC at reasonable times and otherwise to keep confidential all books
and records and other information relative to the Trust and its shareholders;
except when requested to divulge such information by duly-constituted
authorities or court process. A copy of CQFS's procedures and policies as
required under Rule S-P will be provided to the Trust immediately upon execution
of this Agreement.
10. FORCE MAJEURE.
CQFS assumes no responsibility hereunder, and shall not be liable, for
any damage, loss of data, delay or any other loss whatsoever caused by acts of
civil or military authority, national emergencies, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply. However, CQFS will maintain disaster recovery
facilities sufficient to enable CQFS to maintain uninterrupted services in the
event of normally foreseeable events. A copy of CQFS's emergency procedures and
policies will be provided to the Trust immediately upon execution of this
Agreement.
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11. RIGHTS OF OWNERSHIP; RETURN OF RECORDS.
All records and other data except computer programs and procedures
developed to perform services required to be provided by CQFS are the exclusive
property of the Trust and all such records and data will be furnished to the
Trust in appropriate form as soon as practicable after termination of this
Agreement for any reason. CQFS may at its option at any time, and shall promptly
upon the Trust's demand, turn over to the Trust and cease to retain CQFS's
files, records and documents created and maintained by CQFS pursuant to this
Agreement which are no longer needed by CQFS in the performance of its services
or for its legal protection. If not so turned over to the Trust, such documents
and records will be retained by CQFS for six years from the year of creation. At
the end of such six-year period, such records and documents will be turned over
to the Trust unless the Trust authorizes in writing the destruction of such
records and documents. If destruction of documents is authorized by the Trust,
CQFS shall provide reasonable proof of such destruction to the Trust.
12. REPRESENTATIONS OF THE TRUST.
The Trust certifies to CQFS that: (1) as of the close of business on
the Effective Date, each Portfolio that is in existence as of the Effective Date
has authorized an indefinite number of shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
13. REPRESENTATIONS OF CQFS.
CQFS represents and warrants that: (1) the various procedures and
systems which CQFS has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause the records, and other
data of the Trust and CQFS' records, data, equipment facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as are required for the
secure performance of its obligations hereunder, (2) this Agreement has been
duly authorized by CQFS and, when executed and delivered by CQFS, will
constitute a legal, valid and binding obligation of CQFS, enforceable against
CQFS in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties, (3) it is duly registered
with the appropriate regulatory agency as a transfer agent and such registration
will remain in full force and effect for the duration of this Agreement, (4) it
has adopted policies and procedures reasonably designed to maintain compliance
with applicable federal and state laws and regulations, and (5) it has and will
continue to have access to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
14. INSURANCE.
CQFS shall furnish the Trust with pertinent information concerning the
professional liability insurance coverage that it maintains. Such information
shall include the identity of its insurance carrier(s), coverage levels and
deductible amounts. CQFS shall notify the Trust within ten (10) days should any
of its insurance coverage be canceled or reduced. Such notification shall
include the date of change and the reasons therefore. CQFS shall notify the
Trust within ten (10) of any material claims against it with respect to services
performed under this Agreement, whether or not they may be covered by insurance,
and shall notify the Trust from time to time as may be appropriate of the total
outstanding claims made by CQFS under its insurance coverage. Any failure on the
part of
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CQFS to notify the Trust of changes to CQFS's insurance coverage as set forth in
this Article 14 shall constitute a material breach of this Agreement, and the
Trust shall be entitled to terminate this Agreement immediately in the event of
such a breach.
15. INFORMATION TO BE FURNISHED BY THE TRUST.
The Trust has furnished to CQFS, or will furnish prior to the Effective
Date, the following:
(a) Copies of the following documents:
1. Copies of the Trust's Declaration of Trust and of any
amendments thereto, certified by the proper official of the
state in which such document has been filed.
2. The Trust's Bylaws and any amendments thereto; and
3. Copies of resolutions of the Trustees covering the approval
of this Agreement, authorization of a specified officer of
the Trust to execute and deliver this Agreement and
authorization for specified officers of the Trust to
instruct CQFS thereunder.
(b) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct CQFS
in all matters.
(c) Copies of the Prospectus and Statement of Additional Information
for each Portfolio.
16. AMENDMENTS TO AGREEMENT.
This Agreement, or any term thereof, may be changed or waived only by
written amendment signed by the party against whom enforcement of such change or
waiver is sought.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and
CQFS may conclusively assume that any special procedure which has been approved
by the Trust does not conflict with or violate any requirements of its CQFS of
Trust or then current prospectuses, or any rule, regulation or requirement of
any regulatory body.
17. COMPLIANCE WITH LAW.
Except for the obligations of CQFS otherwise set forth herein, the
Trust assumes full responsibility for the preparation, contents and distribution
of each prospectus of the Trust as to compliance with all applicable
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
the 1940 Act and any other laws, rules and regulations of governmental
authorities having jurisdiction. The Trust represents and warrants that no
shares of the Trust will be offered to the public until the Trust's registration
statement under the Securities Act and the 1940 Act has been declared or becomes
effective.
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18. NOTICES.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such
notice, at the following address: if to CQFS, at 0000 Xxxxxx Xxxxx Xxxx, Xxxxx
00, Xxxxxx Xxxxx, XX 00000, Attn: Mr. Xxxxx Xxxxx; and if to the Trust, at 0000
Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000, Attn: Mr. Art Ally; or at such
other address as such party may from time to time specify in writing to the
other party pursuant to this Article.
19. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be
assignable by any party hereto except by the specific written consent of the
other party. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and permitted
assigns.
20. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of Pennsylvania and the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the Commonwealth of Pennsylvania, or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE XXXXXXX PLAN ATTEST
/s/ Art Ally /s/ Xxxxx Xxxxxx
-------------------------- -------------------------------
By: Art Ally By: Xxxxx Xxxxxx
President Title: Vice President
CITCO-QUAKER FUND SERVICES, INC. ATTEST
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Xxxx, Xx.
-------------------------- -------------------------------
Xxxxx X. Xxxxx By: Xxxxxx X. Xxxx, Xx.
President Secretary
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SCHEDULE A
TO THE
MUTUAL FUND SERVICES AGREEMENT
BETWEEN
THE XXXXXXX PLAN
AND
CITCO-QUAKER FUND SERVICES, INC.
Dated May 1, 2003
--------------------------------------------------------------------------------
PORTFOLIOS Class A Class B
--------------------------------------------------------------------------------
Xxxxxxx Plan Aggressive Growth Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Large/Mid-Cap Growth Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Small-Cap Value Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Large/Mid-Cap Value Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Fixed Income Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Money Market Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Strategic Growth Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Conservative Growth Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Variable Series
--------------------------------------------------------------------------------
Xxxxxxx Plan Conservative Growth Portfolio Variable Fund
--------------------------------------------------------------------------------
Xxxxxxx Plan Strategic Growth Portfolio Variable Fund
--------------------------------------------------------------------------------
SCHEDULE B
TO THE
MUTUAL FUND SERVICES AGREEMENT
BETWEEN
THE XXXXXXX PLAN
AND
CITCO-QUAKER FUND SERVICES, INC.
Dated May 1, 2003
Accounting Services to be Provided By CITCO-Quaker Fund Services, Inc. for the
Portfolios of the Xxxxxxx Plan as Set Forth on Schedule A Above
(a) Maintenance of Books And Records.
CQFS shall maintain and keep current the accounts, books, records and
other documents relating to the Trust's financial and portfolio
transactions as may be required by the rules and regulations of the
Securities and Exchange Commission (the "SEC") adopted under Section
31(a) of the 1940 Act. CQFS shall cause the subject records of the
Trust to be maintained and preserved pursuant to the requirements of
the 1940 Act.
(b) Performance Of Daily Accounting Services.
In addition to the maintenance of the books and records specified
above, CQFS shall perform the following accounting services daily for
each Portfolio:
(i) Calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 1(b)(ii)
below;
(ii) Obtain security prices from independent pricing services,
or if such quotes are unavailable, then obtain such prices
from each Portfolio's investment adviser or its designee
as approved by the Trust's Board of Trustees (hereafter
referred to as " Trustees ");
(iii) Verify and reconcile with the Portfolios' custodian all
daily trade activity;
(iv) Compute, as appropriate, each Portfolio's net income and
capital gains, dividend payables, dividend factors,
yields, and weighted average portfolio maturity;
(v) Review daily the net asset value calculation and dividend
factor (if any) for each Portfolio prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ or such
other exchange or reporting entity as is approved by the
Trustees;
(vi) Determine unrealized appreciation and depreciation on
securities held by the Portfolios;
(vii) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested
by the Trust;
(viii) Update Trust accounting system to reflect rate changes, as
received from a Portfolio's investment adviser or
designee, on variable interest rate instruments;
(ix) Post Portfolio transactions to appropriate categories;
(x) Accrue expenses of each Portfolio according to
instructions received from the Trust's administrator;
(xi) Determine the outstanding receivables and payables for all
(1) security trades, (2) Portfolio share transactions and
(3) income and expense accounts;
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(xii) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xiii) Provide such periodic reports as the parties shall agree
upon.
(c) Special Reports And Services.
(i) CQFS may provide additional special reports upon the
request of the Trust or a Portfolio's investment adviser
or designee, which may result in additional charges, the
amount of which shall be agreed upon between the parties
prior to the provision of such special report.
(ii) CQFS may provide such other similar services with respect
to a Portfolio as may be reasonably requested by the
Trust, which may result in an additional charge, the
amount of which shall be agreed upon between the parties
prior to the provision of such service.
(d) Additional Accounting Services.
CQFS shall also perform the following additional accounting services
for each Portfolio:
(i) Provide periodic(as may reasonably requested by the Trust
or a Portfolio's investment adviser) a set of financial
statements for each Portfolio as described below, upon
request of the Trust: (1) Statement of Assets and
Liabilities (2) Statement of Operations (3) Statement of
Changes in Net Assets (4) Security Purchases and Sales
Journals (5) Portfolio Holdings Reports (6) Weekly
Amortized Cost vs. Market Value Analysis Reports
(ii) Provide accounting information for the following:
(A) federal and state income tax returns and federal
excise tax returns;
(B) the Trust's semi-annual reports with the SEC on Form
N-SAR;
(C) the Trust's annual, semi-annual and quarterly (if
any) shareholder reports;
(D) registration statements on Form N-1A and other
filings relating to the registration of shares;
(E) CQFS's monitoring of the Trust's status as a
regulated investment company under Subchapter M of
the Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and (G)
examinations performed by the SEC.
Administrative Services to be Provided By CITCO-Quaker Fund Services, Inc. for
the Portfolios of the Xxxxxxx Plan as Set Forth on Schedule A Above
CQFS shall provide the Trust with regulatory reporting services; shall
provide all necessary office space, equipment, personnel, compensation and
facilities for handling the affairs of the Trust; and shall provide such other
services as the Trust may request that CQFS perform consistent with its
obligations under this Agreement. Without limiting the generality of the
foregoing, CQFS shall:
(a) calculate Trust expenses and administer all disbursements for the
Trust, and as appropriate compute the Trust's yields, total
return, expense ratios and portfolio turnover rate;
(b) cooperate, in consultation with the Trust and Trust counsel, in
the preparation of prospectuses, statements of additional
information, registration statements and proxy materials;
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(c) prepare such reports, notice filing forms and other documents
(including reports regarding the sale and redemption of shares of
the Trust as may be required in order to comply with federal and
state securities law) as may be necessary or desirable to make
notice filings relating to the Trust's shares with state
securities authorities, monitor the sale of Trust shares for
compliance with state securities laws, and file with the
appropriate state securities authorities compliance filings as
may be necessary or convenient to enable the Trust to make a
continuous offering of its shares;
(d) develop and prepare, with the assistance of the Trust,
communications to shareholders, including the annual report to
shareholders, coordinate the mailing of prospectuses, notices,
proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the proxy solicitation
process for all shareholder meetings, including the tabulation of
shareholder votes;
(e) administer contracts on behalf of the Trust with, among others,
the Trust's investment adviser, sub-advisers, distributor,
custodian, and other service providers;
(f) supervise the Trust's transfer agent with respect to the payment
of dividends and other distributions to shareholders;
(g) calculate performance data of the Trust for dissemination to
information services covering the Mutual Fund industry;
(h) assist with the layout and printing of prospectuses and
supplements thereto, and assist with and coordinate layout and
printing of the Trust's semi-annual and annual reports to
shareholders;
(i) provide individuals reasonably acceptable to the Trustees to
serve as officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by the
Trustees;
(j) advise the Trust and its Trustees on matters concerning the Trust
and its affairs including making recommendations regarding
dividends and distributions;
(k) 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 the 1940 Act and as such
bonds and policies are approved by the Trustees;
(l) monitor and advise the Trust and its Portfolios on their
registered investment company status under the Internal Revenue
Code of 1986;
(m) monitor and advise the Trust and its Portfolios on compliance
with applicable limitations as imposed by the 1940 Act and the
rules and regulations thereunder or set forth in the Trust's or
any Portfolio's then current Prospectus or Statement of
Additional Information;
(n) provide coordination of meetings and preparation of materials for
the quarterly and special meetings of the Trustees and meetings
of the Trust's shareholders;
(o) cooperate with, and take all reasonable actions in the
performance of its duties under this Agreement to ensure that all
necessary information is made available to the Trust's
independent public accountants in connection with the preparation
of any audit or report requested by the Trust;
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(p) cooperate with, and take all reasonable actions in the
performance of its duties under this Agreement to ensure that the
necessary information is made available to the Securities and
Exchange Commission (the "SEC") or any other regulatory authority
in connection with any regulatory audit of the Trust;
(q) perform all administrative services and functions of the Trust to
the extent administrative services and functions are not provided
to the Trust by other agents of the Trust;
(r) prepare and file with the SEC periodic financial reports on form
N-SAR, N-CSR and required notices pursuant thereto, filings
required pursuant to Rule 24f-2 under the 1940 Act, and such
other notices and filings related to such financial filings as
may be required under federal law; and
(s) furnish advice and recommendations with respect to other aspects
of the business and affairs of the Trust as the Trust, and CQFS
shall determine desirable.
Transfer Agency Services to be Provided By CITCO-Quaker Fund Services, Inc. for
the Portfolios of the Xxxxxxx Plan as Set Forth on Schedule A Above
(a) Shareholder Transactions
(i) Process shareholder purchase and redemption orders in
accordance with conditions set forth in the Trust's
prospectus.
(ii) Set up account information, including address, dividend
option, taxpayer identification numbers and wire
instructions.
(iii) Issue confirmations in compliance with Rule 10b-10 under
the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(iv) Issue periodic statements for shareholders.
(v) Process transfers and exchanges.
(vi) Act as a service agent and process dividend payments,
including the purchase of new shares, through dividend
reimbursement.
(vii) Record the issuance of shares and maintain pursuant to
Rule 17Ad-10(e) of the 1934 Act a record of the total
number of shares of each Portfolio which are authorized,
based upon data provided to it by the Trust, and issued
and outstanding.
(viii) Perform such services as are required to comply with
Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost
Shareholder Rules").
(ix) Administer and/or perform all other customary services of
a transfer agent.
(b) Shareholder Information Services
(i) Make information available to shareholder servicing units
and other remote access units regarding trade date, share
price, current holdings, yields, and dividend
information.
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(ii) Produce detailed history of transactions through
duplicate or special order statements upon request.
(iii) Provide mailing labels for distribution of financial
reports, prospectuses, proxy statements or marketing
material to current shareholders.
(iv) Respond as appropriate to all inquiries and
communications from shareholders relating to shareholder
accounts.
(c) Compliance Reporting
(i) Provide reports to the Securities and Exchange Commission
and the states in which the Portfolios are registered.
(ii) Prepare and distribute appropriate Internal Revenue
Service forms for shareholder income and capital gains.
(iii) Issue tax withholding reports to the Internal Revenue
Service.
(d) Dealer/Load Processing (if applicable)
(i) Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.
(ii) Account for separation of shareholder investments from
transaction sale charges for purchase of Portfolio
shares.
(iii) Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
(iv) Track sales and commission statistics by dealer and
provide for payment of commissions on direct shareholder
purchases in a load Portfolio.
(e) Shareholder Account Maintenance
(i) Maintain all shareholder records for each account in each
Portfolio.
(ii) Issue customer statements on scheduled cycle, providing
duplicate second and third party copies if required.
(iii) Record shareholder account information changes.
(iv) Maintain account documentation files for each
shareholder.
CQFS shall perform such other services for the Trust that are mutually
agreed upon by the parties from time to time either at no additional fees or for
such reasonable and customary fees as are mutually agreed upon by the parties;
provided, however that the Trust may retain third parties to perform such other
services. Such services may include performing internal audit examination;
mailing the annual reports of the Portfolios; preparing an annual list of
shareholders; and mailing notices of shareholders' meetings, proxies and proxy
statements, for all of which the Trust will pay CQFS's out-of-pocket expenses.
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SCHEDULE C
TO THE
MUTUAL FUND SERVICES AGREEMENT
BETWEEN
THE XXXXXXX PLAN
AND
CITCO-QUAKER FUND SERVICES, INC.
Dated May 1, 2003
FEE SCHEDULE
FOR ADMINISTRATION SERVICES
CITCO-Quaker Fund Services will provide all of the services described in
Schedule B herein for the following fees: For the first twelve months of
service, CITCO-Quaker Fund Services will provide all of the services described
in Schedule B herein for a flat fee of $350,000, payable in equal monthly
installments and allocated on a pro rata basis among the various Portfolios.
After the first twelve months of service, CITCO-Quaker Fund Services will
provide all of the services described in Schedule B herein for the greater of
$350,000 per year or fees based on the table below:
-------------------------------------------------------------------------------
Average Daily Net Assets Annualized Fees
-------------------------------------------------------------------------------
On The First $100 Million in Assets 0.35%
-------------------------------------------------------------------------------
On Assets Above $100 Million but less than $200 Million 0.25%
-------------------------------------------------------------------------------
On Assets Above $200 Million but less than $400 Million 0.15%
-------------------------------------------------------------------------------
On All Assets In Excess of $400 Million 0.10%
-------------------------------------------------------------------------------
The above fees include 100 portfolio trades per month, per Portfolio (exclusive
of daily cash investments). Portfolios engaging in more than 100 trades per
month shall not be charged for excess trades so long as the total number of
monthly portfolio trades executed by all the Portfolios does not exceed the
aggregate monthly portfolio trades allowed under this paragraph (i.e. 8
Portfolios X 100 monthly trades = 800 aggregate monthly allowable trades).
Portfolios executing more than 100 portfolio trades per month and that cause the
Trust to exceed its aggregate monthly allowable trades will be charged $5 per
trade for each trade in excess of 100. In addition to the above fees, each
Portfolio will reimburse CITCO-Quaker for the costs of the daily portfolio price
quotation services utilized by the Portfolio(s). CQFS will create a single
master security file from the portfolio holdings of each series of the Trust,
and the cost of pricing a security or securities held by multiple series will
charged once and allocated to each series holding that security or securities.
The cost of obtaining securities prices for securities held by a single series
will be borne by that series
OUT-OF-POCKET EXPENSES:
In addition to the above fees, the Trust will reimburse CQFS or pay directly
certain out-of-pocket expenses incurred on the Portfolio's behalf, including but
not limited to: postage, confirmations, statements, printing, telephone lines,
internet access fees, Web Access for Trust shareholders, DST FanMail or other
similar reporting services, bank service charges, associated fees of NSCC
trading, other industry standard transfer agency expenses, travel expenses and
any other expenses approved by the Portfolio(s) or an Adviser thereto. Each
Portfolio will also be responsible for its normal operating expenses, such as
federal and state filing fees, insurance premiums, typesetting and printing of
the Portfolio's public documents, and fees and expenses of each Portfolio's
other vendors and providers.
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