AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
AMENDED
AND RESTATED
THIS
AGREEMENT is made and entered into as of this 28th
day of
May, 2003, by and between Masters’ Select Funds, a Delaware statutory trust (the
“Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability
company (“USBFS”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with
each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of providing fund administration
services for the benefit of its customers; and
WHEREAS,
the Trust desires to retain USBFS to provide fund administration services for
each series of the Trust listed on Exhibit A hereto (as amended from time to
time) (each a “Fund”, collectively the “Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of USBFS as Administrator
|
The
Trust
hereby appoints USBFS as administrator of the Trust on the terms and conditions
set forth in this Agreement, and USBFS hereby accepts such appointment and
agrees to perform the services and duties set forth in this
Agreement.
| 2. |
Services
and Duties of USBFS
|
USBFS
shall provide the following fund administration services for the Funds,
including but not limited to:
| A. |
General
Fund Management:
|
| (1) |
Act as
liaison among all Fund service providers.
|
| (2) |
Supply:
|
| a. |
Corporate
secretarial services.
|
| b. |
Office
facilities (which may be in USBFS’s or its affiliate’s own
offices).
|
| c. |
Non-investment-related
statistical and research data as
needed.
|
| (3) |
Coordinate
the Trust’s Board of Trustees’ (the “Board of Trustees” or the “Trustees”)
communications, such as:
|
| a. |
Establish
meeting agendas.
|
| b. |
Prepare
reports for the Board of Trustees based on financial and administrative
data.
|
| c. |
Evaluate
independent auditor.
|
| d. |
Secure
and monitor fidelity bond and director and officer liability coverage,
and
make the necessary Securities and Exchange Commission (the “SEC”) filings
relating hereto.
|
| e. |
Prepare
minutes of meetings of the Board of Trustees and Fund
shareholders.
|
| f. |
Recommend
dividend declarations to the Board of Trustees, prepare and distribute
to
appropriate parties notices announcing declaration of dividends and
other
distributions to shareholders.
|
| g. |
Provide
personnel to serve as officers of the Trust if so elected by the Board
of
Trustees, attend Board of Trustees meetings and present materials for
Trustees’ review at such meetings.
|
| (4) |
Audits:
|
| a. |
Prepare
appropriate schedules and assist independent
auditors.
|
| b. |
Provide
information to the SEC and facilitate audit
process.
|
| c. |
Provide
office facilities.
|
| (5) |
Assist
in overall operations of the Fund.
|
| (6) |
Pay
Fund expenses upon written authorization from the
Trust.
|
| (7) |
Monitor
arrangements under shareholder services or similar
plan.
|
| B. |
Compliance:
|
| (1) |
Regulatory
Compliance:
|
| a. |
Monitor
compliance with the 1940 Act requirements,
including:
|
| (i) |
Asset
diversification tests.
|
| (ii) |
Total
return and SEC yield calculations.
|
| (iii) |
Maintenance
of books and records under Rule 31a-3.
|
| (iv) |
Code
of Ethics requirements for the disinterested Trustees of the
Fund.
|
| b. |
Monitor
Fund’s compliance with the policies and investment limitations of the
Trust as set forth in its current prospectus (the “Prospectus”) and
statement of additional information (the “SAI”).
|
| c. |
Maintain
awareness of applicable regulatory and operational service issues and
recommend dispositions.
|
| (2) |
Blue
Sky Compliance:
|
| a. |
Prepare
and file with the appropriate state securities authorities any and
all
required compliance filings relating to the qualification of the
securities of the Trust, each Fund, or class of shares of a Fund, as
applicable, so as to enable the Trust to make a continuous offering
of its
shares in all states.
|
| b. |
Monitor
status and maintain registrations in each
state.
|
| c. |
Provide
information regarding material developments in state securities
regulation.
|
| (3) |
SEC
Registration and Reporting:
|
| a. |
Assist
Fund counsel in updating the Prospectus and SAI and in preparing proxy
statements and Rule 24f-2 notices.
|
| b. |
Prepare
and file annual and semiannual reports, Form N-SAR filings and Rule
24f-2
notices.
|
| c. |
Coordinate
the printing, filing and mailing of publicly disseminated Prospectuses
and
reports, and amendments and supplements
thereto.
|
| d. |
File
fidelity bond under Rule 17g-1.
|
| e. |
File
shareholder reports under Rule 30b2-1 and Form
N-CSR.
|
| f. |
Monitor
sales of each Fund’s shares and ensure that such shares are properly
registered or qualified, as applicable, with the SEC and the appropriate
state authorities.
|
| (4) |
IRS
Compliance:
|
| a. |
Monitor
the Trust’s status as a regulated investment company under Subchapter M,
including without limitation, review of the
following:
|
| (i) |
Asset
diversification requirements.
|
| (ii) |
Qualifying
income requirements.
|
| (iii) |
Distribution
requirements.
|
| b. |
Calculate
required distributions (including excise tax
distributions).
|
| C. |
Financial
Reporting:
|
| (1) |
Provide
financial data required by the Fund’s Prospectus and
SAI.
|
| (2) |
Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Board of Trustees, the SEC, and independent
auditors.
|
| (3) |
Supervise
the Trust’s custodian and fund accountants in the maintenance of the
Trust’s general ledger and in the preparation of the Fund’s financial
statements, including oversight of expense accruals and payments, of
the
determination of net asset value of the Trust’s net assets and of the
Trust’s shares, and of the declaration and payment of dividends and other
distributions to shareholders.
|
| (4) |
Compute
the yield, total return and expense ratio of each class of each Fund,
and
each Fund’s portfolio turnover rate.
|
| (5) |
Monitor
the expense accruals and notify the Trust’s management of any proposed
adjustments.
|
| (6) |
Prepare
financial statements, which include without limitation the following
items:
|
| a. |
Schedule
of Investments.
|
| b. |
Statement
of Assets and Liabilities.
|
| c. |
Statement
of Operations.
|
| d. |
Statement
of Changes in Net Assets.
|
| e. |
Cash
Statement, if required.
|
| f. |
Schedule
of Capital Gains and Losses.
|
(7) Prepare
quarterly broker security transaction summaries.
D. Tax
Reporting:
|
(1)
|
File
on a timely basis appropriate federal and state tax returns including,
without limitation, Forms 1120/8610 with any necessary
schedules.
|
|
(2)
|
Prepare
state income breakdowns where
relevant.
|
|
(3)
|
File
Form 1099 Miscellaneous for payments to Trustees and other service
providers.
|
|
(4)
|
Monitor
wash sale losses.
|
|
(5)
|
Calculate
eligible dividend income for corporate shareholders.
|
| 3. |
Compensation
|
|
USBFS
shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit
B
hereto (as amended from time to time). The Trust shall pay all fees
and
reimbursable expenses within thirty (30) calendar days following
receipt
of the billing notice, except for any fee or expense subject to a
good
faith dispute. The Trust shall notify USBFS in writing within thirty
(30)
calendar days following receipt of each invoice if the Trust is disputing
any amounts in good faith. The Trust shall settle such disputed amounts
within ten (10) calendar days of the day on which the parties agree
to the
amount to be paid. With the exception of any fee or expense the Trust
is
disputing in good faith as set forth above, unpaid invoices shall
accrue a
finance charge of one and one-half percent (1½ %) per month, after the due
date. Notwithstanding anything to the contrary, amounts owed by the
Trust
to USBFS shall only be paid out of the assets and property of the
particular Fund involved.
|
| 4. |
Indemnification;
Limitation of Liability
|
|
A.
|
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. USBFS shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Trust in connection with matters
to
which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’s control, except a loss arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or
from bad
faith, negligence, or willful misconduct on its part in the performance
of
its duties under this Agreement. Notwithstanding any other provision
of
this Agreement, if USBFS has exercised reasonable care in the performance
of its duties under this Agreement, the Trust shall indemnify and
hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) which USBFS may sustain or incur or which may be asserted
against USBFS by any person arising out of any action taken or omitted
to
be taken by it in performing the services hereunder, except for any
and
all claims, demands, losses, expenses, and liabilities arising out
of or
relating to USBFS’s refusal or failure to comply with the terms of this
Agreement or from bad faith, negligence or from willful misconduct
on its
part in performance of its duties under this Agreement, (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written
or oral
instruction provided to USBFS by any duly authorized
officer
|
of
the
Trust, such duly authorized officer to be included in a list of authorized
officers furnished to USBFS and as amended from time to time in writing by
resolution of the Board of Trustees.
USBFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including
reasonable attorneys’ fees) that the Trust may sustain or incur or that may be
asserted against the Trust by any person arising out of any action taken or
omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply
with the terms of this Agreement, its bad faith, negligence, or willful
misconduct.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond USBFS’s
control. USBFS will make every reasonable effort to restore any lost or damaged
data and correct any errors resulting from such a breakdown at the expense
of
USBFS. USBFS agrees that it shall, at all times, have reasonable contingency
plans with appropriate parties, making reasonable provision for emergency use
of
electrical data processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to inspect USBFS’s
premises and operating capabilities at any time during regular business hours
of
USBFS, upon reasonable notice to USBFS.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
B. In
order
that the indemnification provisions contained in this section shall apply,
it is
understood that if in any case the indemnitor may be asked to indemnify or
hold
the indemnitee harmless, the indemnitor shall be fully and promptly advised
of
all pertinent facts concerning the situation in question, and it is further
understood that the indemnitee will use all reasonable care to notify the
indemnitor promptly concerning any situation that presents or appears likely
to
present the probability of a claim for indemnification. The indemnitor shall
have the option to defend the indemnitee against any claim that may be the
subject of this indemnification. In the event that the indemnitor so elects,
it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case confess
any
claim or make any compromise in any case in which the indemnitor will be asked
to indemnify the indemnitee except with the indemnitor’s prior written consent.
| 5. |
Proprietary
and Confidential Information
|
|
USBFS
agrees on behalf of itself and its directors, officers, and employees
to
treat confidentially and as proprietary information of the Trust
all
records and other information relative to the Trust and prior, present,
or
potential shareholders of the Trust (and clients of said shareholders),
an
not to use such records and information for any purpose other than
the
performance of its responsibilities and duties hereunder, except
after
prior notification to and approval in writing by the Trust, which
approval
shall not be unreasonably withheld and may not be withheld where
USBFS may
be exposed to civil or criminal contempt proceedings for failure
to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
|
|
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant
to
Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time
to
time (the “Act”). Notwithstanding the foregoing, USBFS will not share any
nonpublic personal information concerning any of the Trust’s shareholders
to any third party unless specifically directed by the Trust or allowed
under one of the exceptions noted under the
Act.
|
| 6. |
Term
of Agreement; Amendment
|
This
Agreement shall become effective as of the date first written above. This
Agreement may be terminated by either party upon giving ninety (90) days prior
written notice to the other party or such shorter period as is mutually agreed
upon by the parties. However, this Agreement may be amended by mutual written
consent of the parties.
| 7. |
Records
|
USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained by USBFS
relating to the services to be performed by USBFS hereunder are the property
of
the Trust and will be preserved, maintained, and made available in accordance
with such applicable sections and rules of the 1940 Act and will be promptly
surrendered to the Trust on and in accordance with its request.
| 8. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with
the
1940 Act or any rule or order of the SEC thereunder.
| 9. |
Duties
in the Event of Termination
|
In
the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice
to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a
form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS has maintained, the Trust shall pay any expenses associated with
transferring the data to such form), and will cooperate in the transfer of
such
duties and responsibilities, including provision for assistance from USBFS’s
personnel in the establishment of books, records, and other data by such
successor.
| 10. |
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower USBFS to act as agent
for the other party to this Agreement, or to conduct business in the name,
or
for the account, of the other party to this Agreement.
| 11. |
Data
Necessary to Perform Services
|
The
Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed upon. If
USBFS is also acting in another capacity for the Trust, nothing herein shall
be
deemed to relieve USBFS of any of its obligations in such capacity.
| 12. |
Assignment
|
This
Agreement may not be assigned by either party without the prior written consent
of the other party.
| 13. |
Notices
|
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered
or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Trust shall be sent to:
Masters’
Select Funds
0
Xxxxxx
Xxx
Xxxxxx,
XX 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
|
MASTERS’
SELECT FUNDS TRUST
|
U.S.
BANCORP FUND SERVICES, LLC
|
|
By:
______________________________
|
By:
______________________________
|
|
Name:
____________________________
|
Name:
____________________________
|
|
Title:
_____________________________
|
Title:
_____________________________
|
Exhibit
A
to
the
Fund
Names
Separate
Series of Masters’ Select Funds
|
Name
of Series
|
Date
Added
|
|
Masters’
Select Equity Fund
|
May
28, 2003
|
|
Masters’
Select International Fund
|
May
28, 2003
|
|
Masters’
Select Value Fund
|
May
28, 2003
|
|
Masters’
Select Smaller Companies Fund
|
July
1, 2003
|
