MUTUAL FUND SERVICES AGREEMENT
THIS
AGREEMENT
is made
as of this 14th
day of
July, 2006, by and between MONTEAGLE
FUNDS
(the
"Trust"), a Delaware business trust and CITCO
MUTUAL FUND SERVICES, INC.
("CMFS"), a corporation organized under the laws of the State of
Delaware.
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 Master Trust Instrument 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, and
WHEREAS,
the
Trust desires that CMFS perform certain Transfer Agent, Accounting, and
Administrative Services for the Portfolios of the Trust listed on Schedule
A;
and
WHEREAS,
CMFS is
willing to perform such services on the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants herein set forth, the parties
agree as follows:
1.
RETENTION
OF CMFS.
The
Trust
hereby retains CMFS to act as Transfer Agent, Trust Accountant and Administrator
of the Trust and to furnish the Trust with the services set forth in the
Schedules attached to this Agreement which may be amended from time to time,
and
made part of this Agreement, as such Schedules may be amended from time to
time.
CMFS hereby accepts such employment to perform such duties.
2.
SUBCONTRACTING.
CMFS
may,
at its expense and upon providing written notice to the Trust, subcontract
with
any entity or person concerning the provision of the services contemplated
in
the attached Schedules; provided, however, that CMFS shall not be relieved
of
any of its obligations under this Agreement by the appointment of such
subcontractor and provided further, that CMFS shall be responsible, to the
extent provided in Section 6 or 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 CMFS under this Agreement in
accordance with, and in the manner set forth in, Schedule E attached hereto.
The
Trust acknowledges that materially lowering the Trust’s minimum investment will
affect CMFS’ ability to service the Trust. Accordingly, should the Trust lower
the minimum investment for any portfolio other than any related/internal
accounts of Adviser serviced by CMFS, the parties will negotiate a new, higher
fee to reflect CMFS’ additional expenses. If the parties fail to reach agreement
within 2 weeks of the effective date of the lower investment minimum, either
party may terminate the contract as set forth in Paragraph 5 herein.
If
this
Agreement becomes effective subsequent to the first day of a month or terminates
before the last day of a month, CMFS’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 CMFS’s
compensation for the preceding month shall be made within 5 business
days.
4. 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").
5. 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 for any reason: by the Trust or
CMFS
upon sixty (60) days’ written notice; or by the Trust for "cause" (as defined
below) upon the provision of thirty (30) days’ advance written notice.
For
purposes of this Agreement, "cause" shall mean:
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(i)
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a
material breach of this Agreement that has not been remedied within
thirty
(30) days following written notice of such
breach;
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(ii)
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an
act or omission involving gross negligence, willful malfeasance or
intentional wrongdoing;
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(iii)
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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
CMFS's
obligations hereunder;
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(iv)
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a
final, non-appealable judicial, regulatory or administrative ruling
or
order in which CMFS has been found guilty of criminal or unethical
behavior in the conduct of its business;
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(v)
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financial
difficulties evidenced by the filing of a voluntary or involuntary
bankruptcy petition 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; or
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(vi)
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a
change in ownership other than transfers between and among existing
affiliates of CMFS.
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Notwithstanding
the foregoing, in the event this Agreement is terminated and if CMFS, 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 provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect.
Compensation due CMFS and unpaid by the Trust upon such termination shall be
immediately due and payable upon and notwithstanding such termination.
2
6.
STANDARD
OF CARE.
The
duties of CMFS shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against CMFS hereunder. CMFS
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. CMFS shall be liable for any damages arising directly
or indirectly out of CMFS's failure to perform its duties under this Agreement
to the extent such damages arise directly or indirectly out of CMFS's willful
misfeasance, bad faith, negligence in the performance of its or reckless
disregard of it obligations and duties hereunder. (As used in this Article
7,
the term "CMFS" shall include directors, officers, employees and other agents
of
CMFS as well as CMFS itself).
Without
limiting the generality of the foregoing or any other provision of this
Agreement, (i) CMFS shall not be liable for consequential, special or punitive
damages or (ii) any losses beyond its reasonable control, provided that CMFS
has
acted in accordance with the standard of care set forth above; and (iii) CMFS
shall not be liable for the validity or invalidity or authority or lack thereof
of any instruction, notice or other instrument that CMFS 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 CMFS who may otherwise be named as an authorized representative of the Trust
for certain purposes).
CMFS
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 CMFS' duties hereunder, and
CMFS shall not be liable for any action taken or omitted by such counsel,
accountants or other experts qualified to render such opinion.
Should
the Trust direct CMFS to alter any industry procedure used by CMFS to carry
out
the duties listed in the attached Schedules, CMFS will be absolved from any
liability therefore, pursuant to Articles 6 and 7 hereof.
7.
INDEMNIFICATION.
The
Trust
agrees to indemnify and hold harmless CMFS 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 CMFS may become liable
arising directly or indirectly out of any action or omission to act which CMFS
takes (i) at any request or on the direction of or in reliance on the reasonable
advice of the Trust, or (ii) upon any instruction, notice or other instrument
that CMFS 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 CMFS who may otherwise be named as an authorized
representative of the Trust for certain purposes). Further, CMFS shall not
be
indemnified against or held harmless from any Losses arising directly or
indirectly out of CMFS' 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 "CMFS" shall include Trustees,
officers, employees and other agents of CMFS as well as CMFS
itself).
CMFS
agrees to indemnify and hold harmless the Trust 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 may become
liable arising directly or indirectly out of CMFS's own willful misfeasance,
bad
faith, negligence or reckless disregard of its obligations and duties as set
forth in this Agreement. (As used in this Article 8, the term "CMFS" shall
include Trustees, officers, employees and other agents of CMFS as well as CMFS
itself.).
3
The
party
seeking indemnification under this Article 8 shall notify the other party within
ten (10) days after receipt of any written assertion of such claim threatening
to institute or actually instituting an action or proceeding, including service
of summons or other legal process. Failure to notify the party from whom
indemnification is sought will relieve that party from any liability which
it
may have on account of the indemnity provisions set forth under this Article
8.
The
parties will cooperate in the control of the defense of any action, suit or
proceeding. 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 to participate in the defense or settlement
of a claim, action or proceeding with its own counsel, at its own cost,
unless:
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§
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it
has received an opinion from counsel to the indemnifying party stating
that the use of common counsel would present an impermissible conflict
of
interest which does not otherwise alter the ability to obtain
indemnification;
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§
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the
defendants in, or targets of, any such action or proceeding include
both
CMFS 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
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§
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the
party from whom indemnification is sought authorizes the other party
to
employ separate counsel at the expense of the indemnifying
party.
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§
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The
terms of this Article 8 will survive the termination of this
Agreement.
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8. RECORD
RETENTION AND CONFIDENTIALITY.
CMFS
shall keep and maintain on behalf of the Trust all books and records which
the
Trust and CMFS 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. CMFS 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. In the event CMFS receives a request from a regulatory authority or
civil process requesting such information, it will give notice to the Trust
but
shall not be obliged to await the Trust’s response before complying with the
request. In this regard, CMFS acknowledges receipt of the Trust’s Privacy
Policies and Procedures adopted pursuant to Regulation S-P and shall keep
customer information confidential as set forth therein.
9. FORCE
MAJEURE.
CMFS
assumes no responsibility hereunder, and shall not be liable, for any damage,
loss of data, delay or any other loss whatsoever caused by events beyond its
reasonable control, including acts of civil or military authority, terrorist
acts, national emergencies, fire, flood, catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication or power
supply. It is understood that CMFS has established a contingency disaster
recovery plan in effort to address such problems.
4
10. RIGHTS
OF OWNERSHIP; RETURN OF RECORDS.
All
records and other data except
computer
programs, whether or not customized, and procedures developed to perform
services required to be provided by CMFS 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.
CMFS
may at its option at any time, and shall promptly upon the Trust's demand,
turn
over to the Trust and cease to retain CMFS's files, records and documents
created and maintained by CMFS pursuant to this Agreement which are no longer
needed by CMFS 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 CMFS 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, CMFS shall provide
reasonable proof of such destruction to the Trust. The Trust shall indemnify
CMFS pursuant to Article 8 against all claims arising from CMFS’ following this
instruction.
11. REPRESENTATIONS
OF THE TRUST.
The
Trust
certifies to CMFS 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, (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; (3) that it has no undisclosed
regulatory, civil or criminal investigations, proceedings, claims or lawsuits,
and that it will adhere to all pertinent laws and regulations, including
providing the certifications required by the Xxxxxxxx-Xxxxx Act ; (4) that
it
will disclose promptly any material regulatory, civil or criminal investigation,
proceeding, claim or lawsuit during the term of this Agreement and (5) that
the
Trust is aware of its obligations under the USA PATRIOT Act and will assure
that
its procedures are currently and will be adequate to meet the burdens
thereunder.
12. REPRESENTATIONS
OF CMFS.
CMFS
represents and warrants that: (1) the various procedures and systems which
CMFS
has implemented with regard to safeguarding from loss or damage CMFS’ 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 CMFS and, when
executed and delivered by CMFS, will constitute a legal, valid and binding
obligation of CMFS, enforceable against CMFS 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, as a registered transfer agent,
established and implemented procedures under the USA Patriot Act and Bank
Secrecy Act, including anti-money laundering and will adopt in accordance within
the timeframe set forth by the pertinent U.S. regulators customer identification
programs 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.
5
13. INSURANCE.
CMFS
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. CMFS 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. CMFS 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. Any failure
on
the part of CMFS to notify the Trust of changes to CMFS’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.
14.
INFORMATION
TO BE FURNISHED BY THE TRUST.
The
Trust
has furnished to CMFS, or will furnish prior to the Effective Date, the
following:
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(a)
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Copies
of the following documents:
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1.
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Copies
of the Master Trust Agreement and/or Certificate of Trust and of
any
amendments thereto, certified (a copy if a certified version not
readily
available) by the proper official of the state in which such document
has
been filed.
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| 2. |
The
Trust's Bylaws and any amendments thereto;
and
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| 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 CMFS thereunder.
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(b)
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A
list of all the officers of the Trust, together with specimen signatures
of those officers who are authorized to instruct CMFS in all
matters.
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(c)
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Anti-Money
Laundering Procedures, if any, that the Trust has
adopted.
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(d)
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Privacy
Policies and Procedures pursuant to Regulation S-P, if any, that
the Trust
has adopted.
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(e)
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Valuation,
Fair Value and other Procedures for pricing and valuing fund shares,
if
any, adopted by the Trust.
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(f)
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Copies
of the Prospectus and Statement of Additional Information for each
Portfolio.
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(g)
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Copies
of any other documents reasonably requested by CMFS in connection
with
entering into this Agreement.
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15.
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.
16. COMPLIANCE
WITH LAW.
CMFS
does
not provide legal or compliance services to the Trust except to the extent
of
the provision of reports described in the attached Schedules. Accordingly,
the
Trust must consult its own legal and compliance advisors with respect to the
regulatory aspects of its business. Except for the obligations of CMFS 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.
6
17. NOTICES.
Any
notice provided hereunder shall be sufficiently given when sent by registered,
certified mail or overnight courier to the party required to be served with
such
notice, at the following address: if to CMFS, at 83 General Xxxxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxx Xxxxxxxxxxxx 00000, Attn: Xx. Xxx Xxxxxxxxxx; and if to
the
Trust, at 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX, 00000, Attn: Xx. Xxxx X. Xxxxxxxx
or at such other address as such party may from time to time specify in writing
to the other party pursuant to this Article.
18. ASSIGNMENT.
This
Agreement and the rights and duties hereunder shall not be assignable by any
party hereto except as provided in Paragraph 2 herein absent the express 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.
19.
GOVERNING
LAW.
This
Agreement shall be construed in accordance with the laws of the State of
Delaware and the applicable provisions of the 1940 Act. To the extent that
the
applicable laws of the State of Delaware, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
20.
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.
| MONTEAGLE FUNDS | ATTEST | |
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/s/
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/s/
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By:
Xxxx X. Xxxxxxxx
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By:
Xxxx X. Xxxxxxx, Esq.
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President
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Secretary
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CITCO
MUTUAL FUND SERVICES, INC.
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ATTEST
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/s/
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/s/
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By:
Xxx Xxxxxxxxxx
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By:
Xxxxxx Xxxxxxxxxxx, Esq.
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Chief
Executive Officer
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President
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7
SCHEDULE
A
TO
THE
BETWEEN
MONTEAGLE
FUNDS
AND
CITCO
MUTUAL FUND SERVICES, INC.
Dated
July 14, 2006
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PORTFOLIOS
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Class
A
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Class
B
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No-Load
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Monteagle
Fixed Income Fund
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X
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||
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Monteagle
Select Value Fund
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X
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||
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Monteagle
Value Fund
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X
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||
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Monteagle
Large Cap Growth Fund
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X
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||
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Monteagle
Quality Growth Fund
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X
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||
8
SCHEDULE
B
TO
THE
INVESTMENT
COMPANY SERVICES AGREEMENT
BETWEEN
MONTEAGLE
FUNDS
AND
CITCO
MUTUAL FUND SERVICES, INC.
Dated
July 14, 2006
Accounting
Services to be Provided By Citco Mutual Fund Services, Inc. for the Portfolios
of the Monteagle Funds as Set Forth on Schedule A
Above
CMFS
shall provide the Trust with accounting services, an Accounting Manager, and
all
other accounting services as the Trust may reasonably request which are derived
from information CMFS maintains or generates based on the specific duties listed
below.
(a)
Maintenance of Books and Records.
CMFS
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. CMFS 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, CMFS
shall
perform the following accounting services daily for each Portfolio:
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(i)
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Calculate
the net asset value per share utilizing prices obtained from the
sources
described in subsection (ii) below;
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(ii)
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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
");
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(iii)
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Verify
and reconcile with the Portfolios' custodian all daily trade
activity;
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(iv)
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Compute,
as appropriate, each Portfolio's net income and capital gains, dividend
payables, dividend factors, yields, and weighted average portfolio
maturity;
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(v)
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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;
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(vi)
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Determine
unrealized appreciation and depreciation on securities held by the
Portfolios;
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(vii)
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Amortize
premiums and accrete discounts on securities purchased at a price
other
than face value, if requested by the
Trust;
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(viii)
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Update
Trust accounting system to reflect rate changes, as received from
a
Portfolio's investment adviser or designee, on variable interest
rate
instruments;
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(ix)
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Post
Portfolio transactions to appropriate
categories;
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9
| (x) |
Accrue
expenses of each Portfolio according to instructions
received from the Trust's
administrator;
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(xi)
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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)
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Provide
accounting reports in connection with the Trust's regular annual
audit and
other audits and examinations by regulatory agencies;
and
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(xiii)
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Provide
such periodic reports as the parties shall agree
upon.
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(c)
Special Reports And Services.
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(i)
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CMFS
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.
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(ii)
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CMFS
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.
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(d)
Additional Accounting Services.
CMFS
shall also perform the following additional accounting services for each
Portfolio:
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(i)
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Provide
monthly 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.
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(ii)
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Provide
accounting information for the
following:
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(A)
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federal
and state income tax returns and federal excise tax
returns;
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(B)
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the
Trust's semi-annual reports with the SEC on Form N-SAR and Form
N-CSR;
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(C)
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the
Trust's annual, semi-annual and quarterly (if any) shareholder
reports;
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(D)
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registration
statements on Form N-1A and other filings relating to the registration
of
shares;
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(E)
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CMFS's
monitoring of the Trust's status as a regulated investment company
under
Subchapter M of the Internal Revenue Code, as amended;
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(F)
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annual
audit by the Trust's auditors;
and
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(G)
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regular
examinations performed by the SEC. Please note that if an examination
exceeds 5 business days in a single year, additional charges may
apply.
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(iii)
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Provide
accounting information and/or certifications from accounting personnel
in
connection with certified Trust reports and/or proxy materials under
the
Trust’s Disclosure Control
Procedures.
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(iv)
|
Provide
an experienced accountant to act as the Trust’s Accounting
Manager
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10
SCHEDULE
C
TO
THE
INVESTMENT
COMPANY SERVICES AGREEMENT
BETWEEN
MONTEAGLE
FUNDS
AND
CITCO
MUTUAL FUND SERVICES, INC.
Dated
July 14, 2006
Administrative
Services to be Provided By Citco Mutual Fund Services, Inc. for the Portfolios
of the Monteagle Funds as Set Forth on Schedule A
Above
CMFS
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; provide the Trust with a Compliance Officer
who shall coordinate and monitor the reports set forth in this Agreement and
shall provide such other services as the Trust may request that CMFS perform
consistent with its obligations under this Agreement. CMFS does not provide
legal services to the Trust and the Trust should always consult its own counsel
with respect to regulatory issues. Without limiting the generality of the
foregoing, CMFS 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;
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(b)
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cooperate,
in consultation with the Trust and Trust counsel, in the printing
and
distribution 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 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 regarding registration, and
file
with the appropriate state securities authorities administrative,
compliance filings as may be necessary or convenient to enable the
Trust
to make a continuous offering of its shares; provided that CMFS shall
not
prepare any documents requiring a legal opinion or constituting legal
work;
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(d)
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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;
|
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(e)
|
monitor
contracts on behalf of the Trust with the Trust's investment adviser,
sub-advisers, distributor, custodian, and other service
providers;
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(f)
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supervise
the Trust's transfer agent with respect to the payment of dividends
and
other distributions to
shareholders;
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(g)
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calculate
performance data of the Trust for dissemination to outlets which
the Trust
may from time to time direct;
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11
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(h)
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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;
|
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(i)
|
provide
individuals acceptable to the Trustees to serve as officers of the
Trust,
who may be responsible for the management of certain administrative
portions of the Trust's affairs as may determined by the Trustees,
except
for legal matters or compliance matters involving the actions of
the
Trustees themselves;
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(j)
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undertake
to use its best efforts to locate and timely pay premiums for 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;
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(k)
|
monitor
for the Trust and its Portfolios their registered investment company
status under Subchapter M of the Internal Revenue Code of 1986 by
reviewing the allocation of securities in each portfolio and advise
the
Trust if any Portfolio fails to meet the
requirements;
|
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(l)
|
monitor
and report for the Trust and its Portfolios daily transactions in
Portfolio for compliance with Portfolio investment objectives and
restrictions.
|
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(m)
|
monitor
and report for the Trust and its Portfolios the allocation of trades
among
broker-dealers
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(n)
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Monitor
for the Trust compliance with its valuation procedure, privacy policies
and procedures.
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(o)
|
provide
coordination of meetings and preparation of materials for the quarterly
and special meetings of the Trustees and annual meetings of the Trust’s
shareholders;
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(p)
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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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(q)
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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;
|
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(r)
|
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;
|
|
(s)
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file
with the SEC the semi-annual report for the Trust on Form N-SAR,
Form
N-CSR and all required notices pursuant to Rule 24f-2 under the 1940
Act
as prepared by counsel for the
Trust.
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(t)
|
provide
the Trust with an experience compliance professional to act as the
Trust’s
Compliance Officer for purposes of compiling and reporting on the
matters
contemplated by this Agreement.
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12
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(u)
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CMFS’s
Senior Staff annually, or as needed or otherwise agreed by the parties,
will visit the Trust’s offices to improve communication between the
parties, to assist in the integration of communication and reporting
with
current and future investors, particularly institutional investors,
and to
address enhancements to current
services.
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(v)
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At
the request of the Trust, CMFS will arrange for hosting services
for the
Trust’s website which will support the following features, and will assist
in the input of such information with the
host:
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|
·
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Listing
of sub-advisor data as requested in writing by the Trust to the extent
such data is available and transferable from the sub-advisor’s home page,
or to the extent such information is furnished to CMFS by the Trust
or
Adviser in a form acceptable to
CMFS.
|
|
·
|
Electronic
access to the current prospectus and statement of additional information,
the most recent annual or semi-annual report to shareholders, applications
and such other materials as the parties may
agree.
|
|
·
|
Daily
net asset values and such performance information as the parties
may
agree.
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13
SCHEDULE
D
TO
THE
INVESTMENT
COMPANY SERVICES AGREEMENT
BETWEEN
MONTEAGLE
FUNDS
AND
CITCO
MUTUAL FUND SERVICES, INC.
Dated
July 14, 2006
Transfer
Agency Services to be Provided By Citco Mutual Fund Services, Inc. for the
Portfolios of the Monteagle Funds 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, anti-money laundering procedures,
customer identification procedures and the USA Patriot
Act.
|
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(ii)
|
Set
up account information, including address, dividend option, taxpayer
identification numbers and wire
instructions.
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|
(iii)
|
Issue
confirmations in compliance with Rule 10b-10 under the Securities
Exchange
Act of 1934, as amended (the “1934
Act”).
|
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(iv)
|
Issue
periodic statements for
shareholders.
|
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(v)
|
Process
transfers and exchanges.
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(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”).
|
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(ix)
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Administer
and/or perform all other customary services of a transfer
agent.
|
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(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.
|
|
(ii)
|
Produce
a reasonable amount of detailed transaction history through duplicate
or
special order statements upon request. CMFS reserves the right to
charge
extra if these requests exceed 10% of the shareholders per
quarter.
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14
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(iii)
|
Provide
mailing labels for distribution of financial reports, prospectuses,
proxy
statements or marketing material to current
shareholders.
|
|
(iv)
|
Respond
to all inquiries and communications from shareholders relating to
shareholder accounts in accordance with the guidance provided by
the
Board.
|
|
(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.
|
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(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)
|
Registrar
and official keeper of the list of shareholders of
record
|
|
(iii)
|
Issue
customer statements on scheduled cycle, providing duplicate second
and
third party copies if required.
|
|
(iv)
|
Record
shareholder account information
changes.
|
|
(v)
|
Maintain
account documentation files for each
shareholder.
|
CMFS
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 CMFS’s routine out-of-pocket
expenses but the Trust must pre-approve any extraordinary or additional out
of
pocket expenses.
15
SCHEDULE
E
TO
THE
INVESTMENT
COMPANY SERVICES AGREEMENT
BETWEEN
MONTEAGLE
FUNDS
AND
CITCO
MUTUAL FUND SERVICES, INC.
Dated
July 14, 2006
PRICING
SCHEDULE
FOR
ADMINISTRATION, ACCOUNTING
AND
TRANSFER AGENCY SERVICES
Citco
Mutual Fund Services, Inc. (“CMFS”) will provide all of the services described
in Schedule B through Schedule D herein, to all Portfolios listed on Schedule
A
herein. The fees for providing such services shall be as set forth in a separate
Letter Agreement between the Parties, subject to the terms and conditions
contained in the Mutual Fund Services Agreement. Such Letter Agreement may
be
amended from time to time by the Parties.
In
addition to paying CMFS the fees described in the Letter Agreement, the Trust
agrees to reimburse CMFS for its actual out-of-pocket expenses in providing
services hereunder, or in de-conversion, including without limitation the
following:
|
(a)
|
All
freight, delivery and bonding charges incurred by CMFS in delivering
materials to and from the Trust;
|
|
(b)
|
All
direct telephone, telephone transmission and telecopy or other electronic
transmission expenses incurred by CMFS in communications with the
Trust,
an adviser or sub-adviser to the Trust, the Trust’s custodian, dealers and
charges for maintaining a toll-free number for investors and potential
investors; or other charges required to permit CMFS to perform the
services to be provided hereunder;
|
|
(c)
|
The
Trust’s proportionate costs of obtaining security market
quotes;
|
|
(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 CMFS shall incur at the written direction of an officer
of the
Trust thereunto duly authorized other than an employee or other affiliated
person of CMFS who may otherwise be named as an authorized representative
of the Trust for certain purposes;
|
|
(f)
|
Any
expenses relating to routine and non-routine mailings including but
not
limited to postage, preparation, photocopying, supplies, and record
storage;
|
16
|
(g)
|
Any
expenses associated with Blue Sky fees to the extent not covered
by
Schedule C (p), Xxxxx Filings and Escheatment support, applicable
Imaging
fees, VRU services, Citrix links, internet architecture and access
fees,
DST FanMail or other similar reporting services, bank service charges,
associated fees of NSCC trading, other industry standard transfer
agency
expenses which shall be pre-approved, travel expenses in excess of
an
annual visit to the Trust’s Texas offices and any other expenses approved
by the Portfolio(s) or an Adviser thereto in advance;
|
|
(h)
|
Any
expenses associated with the implementation and enforcement of customer
identification procedures as required by regulations or rules adopted
pursuant to the USA PATRIOT Act, and any new law, rule or regulation
issued relating to Anti-Money Laundering policies which require the
commitment of CMFS resources which rules are adopted subsequent to
the
Effective Date and which pro-rata expenses are directly related to
Trust
operations.
|
|
(i)
|
Any
additional expenses reasonably incurred by CMFS in the performance
of its
duties and obligations under this Agreement and approved in advance
by the
Trust.
|
|
(j)
|
Any
amounts paid to a third-party (Citco Mutual Fund Distributors, Inc.)
by
the Trust or Adviser shall be credited to CMFS’s invoice for payment and
thereby be deducted in like amount.
|
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.
CMFS
shall provide the Trust with a monthly statement detailing out-of-pocket
expenses as allocated to each Portfolio each time it presents and invoice for
payment.
CHANGE
OF TERMS:
This
schedule is based upon the current requirements of the Trust, as set forth
in
the Prospectus and Statement of Additional Information (SAI). Any material
changes to the Prospectus or SAI, including but not limited to the addition
of
Portfolios, constitutes a material change to this Agreement. If such changes
occur, the parties will renegotiate this schedule in accordance with the terms
of Paragraph 3 of the Mutual Fund Services Agreement.
17
