Exhibit 9(i)
ADMINISTRATION AGREEMENT
CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.
This Administration Agreement (the "Agreement") dated as of the
_______ day of _________________, 1997, made by and between CLS ADVISORONE
FUNDS (the "Trust"), a business trust operating as an open-end investment
company, duly organized and existing under the laws of the Commonwealth of
Massachusetts, and MUTUAL FUNDS SERVICE CO. (the "Agent"), a corporation
organized and existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for each of the Trust's series, The Xxxxxxx Fund and The
Clermont Fund (the "Fund"); and
WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
Star Bank, N.A. (the "Bank") performs the duties of Custodian of the
securities and cash of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The Trust hereby appoints Agent as its Transfer, Redemption
and Dividend Disbursing Agent for each of the Trust's series, The Xxxxxxx Fund
and The Clermont Fund, and Agent accepts such appointments and agrees to act
in such capacities upon the terms set forth in this Agreement.
TRANSFER AGENCY
Section 2. Agent will maintain registry records in the usual form in
which it will note the issuance, transfer and redemption of Shares and the
issuance and transfer of Share Certificates. Agent is also authorized to
maintain an account entitled Unissued Certificate Account in which it will
record the Shares and fractions of Shares issued and outstanding from time to
time for which issuance of Share Certificates was not requested. The Trust
shall provide Agent with reports of Fund Share purchases, redemptions and
total Shares outstanding on the next business day after each net asset
valuation. Agent is authorized to keep records in which it will note the names
and registered addresses of Shareholders, and the number of Shares and
fractions from time to time owned by then for which no Share Certificates are
outstanding.
Section 3. Agent will issue Share Certificates for Shares of the Fund,
only upon receipt of a written request from a Shareholder. In all other cases,
the Trust authorizes Agent to dispense with the issuance and countersignature
of Share Certificates whenever Shares are purchased. In such case Agent, as
Transfer Agent, shall merely note on its stock registry records the issuance
of the Shares and fractions, if any; shall credit the Unissued Certificate
Account with the Shares and fractions issued; and shall credit the proper
number of Shares and fractions to the respective Shareholders. Likewise,
whenever Agent has occasion to surrender for redemption Shares and fractions
to the respective Shareholders, it shall be unnecessary to issue Share
Certificates for redemption purposes. The Trust authorizes Agent in such cases
to process the transactions by appropriate entries in its stock transfer
records, and debiting of the unissued Certificate Account and the record of
issued Shares outstanding.
Section 4. Agent in its capacity as Transfer Agent will, in addition
to the duties and functions above-mentioned, perform the usual duties and
functions of a stock Transfer Agent for a corporation. It will countersign for
issuance or reissuance Share Certificates representing original issue or
reissued treasury Shares as directed by the written instructions of the Trust,
and will transfer Share Certificates registered in the name of Shareholders
from one Shareholder to another in the usual manner. Agent may rely
conclusively and act without further investigation upon any list, instruction,
certification, authorization, Share Certificate or other instrument or paper
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned, or executed by a duly authorized person or persons, or
upon the instructions of any officer of the Trust, or upon the advice of
counsel for the Trust or for Agent. Agent may record any transfer of Share
Certificates which is believed by it in good faith to have been duly
authorized or may refuse to record any transfer of Share Certificates if in
good faith Agent deems such refusal necessary in order to avoid any liability
to any person.
Section 5. In case of any request or demand for the inspection of the
Share records of the Trust, Agent as Transfer Agent, shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to
do so.
ISSUANCE OF SHARES
Section 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase
orders received in Federal Funds since the last determination of the Trust's
net asset value.
For the purposes of this Section 6, the Trust hereby instructs Agent
to consider Shareholder payments as Federal Funds according to the following
schedule:
a. Purchase orders received prior to 4:00 p.m., Eastern Standard time -- on
the same day, provided payment in Federal Funds or other immediately
available funds is received that day by Bank;
b. Check received prior to 4:00 p.m., Eastern Standard time -- on the same
day;
c. Check received at or after 4:00 p.m., Eastern Standard time -- on the
following business day.
Immediately after 4:00 p.m., Eastern Standard time, on each day that
the Trust and Agent are open for business or on any other day on which there
is sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of the Trust's Shares might be materially affected,
Agent shall obtain from the Trust a quotation (on which it may conclusively
rely) of the net asset value per Share determined as of 4:00 p.m., Eastern
Standard time, on that day. Agent shall proceed to calculate the amount
available for investment in Shares at the quoted net asset value, the number
of Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased and confirm such number to the trust in
writing.
Section 7. Agent having made the calculations provided for in Section
6, shall thereupon pay over the net asset value of Shares purchased to the
Bank. The payment shall then be deposited in the account maintained under the
Custodian Agreement. The proper number of Shares and fractional Shares shall
then be issued daily and credited by Agent to the Unissued Certificate
Account. The Shares and fractional Shares purchased for each Shareholder will
be credited by Agent to his separate account. Agent shall mail to each
Shareholder a confirmation of each purchase, with copies to the Trust if
balance, the new Share balance, the Shares held under a Plan (if any), the
Shares for which Stock Certificates are outstanding (if any), the amount
invested and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 8. Agent shall, prior to the daily determination of net asset
value in accordance with the Trust's prospectus, process all requests from
Shareholder to redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payment or the like. Thereupon,
Agent shall advise the Trust of the total number of Shares available for
redemption and the number of Shares and fractional Shares requested to be
redeemed. The Trust shall then quote to Agent the applicable net asset value,
whereupon Agent shall furnish the Trust with an appropriate confirmation of
the redemption and process the redemption by filing with the Bank an
appropriate statement and making the proper distribution and application of
the redemption proceeds in accordance with the Trust's prospectus. The stock
registry books recording outstanding Shares, the Unissued Certificate Account
and the individual account of the Shareholder shall be properly debited.
In lieu of carrying out the redemption procedures hereinabove provided
for in this Section 8, Agent may, at the request of the Trust, sell Shares to
the Trust as repurchases from Shareholders, provided that in each such case
the sale price shall be not less than the applicable redemption price. In such
case the redemption procedures shall be appropriately modified.
Section 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:
(a) By check mailed to Shareholder at his registered address. The
request and stock certificates, if any, for Shares being redeemed, must have
the owner's signature guaranteed by a domestic commercial bank or trust
company or a member firm of a national securities exchange.
(b) By wire to a designated bank or broker upon telephone request,
without signature guarantee, if such redemption procedure has been elected by
the Shareholder on the Account Application. Any change in the designated bank
or broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.
(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.
DIVIDENDS
Section 10. It is mutually understood by the parties that the Fund
intends to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with
the Fund's currently effective prospectus. The Agent shall compute the
dividends per Share payable with respect to the account of each Shareholder
and the number of additional Shares and fractional Shares to be issued as
dividends. The Agent shall notify the Fund of the total number of additional
Shares and fractional Shares which have been issued as dividends. The Agent
shall maintain records as to the additional Shares and fractional Shares
issued as dividends with respect to the account of each Shareholder.
If the Fund changes its dividend policy or orders the distribution of
any long-term gains, the Fund shall notify the Agent of each resolution of its
Directors declaring a dividend or other distribution, the amount payable per
Share, the record date for determining Shareholders entitled to payment, the
net asset value to be used for reinvestments of dividends and the payment
date. The Agent shall, on the designated payment date, calculate the amount to
be reinvested in Shares and fractional Shares for each Shareholder.
GENERAL PROVISIONS
Section 11. Agent shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends and dividend reinvestments, in which
will be noted and transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding.
Section 12. Agent agrees to make available upon request and to
preserve for the periods prescribed in Rule 31a-2 under the Investment Company
Act of 1940 any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under said Act.
Section 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation
of and mailing Federal Tax Information Forms, mailing semi-annual reports of
the Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.
Section 14. Except as set forth in Section 6, nothing contained in
this Agreement is intended to or shall require Agent in any capacity
hereunder, to perform any functions or duties on any holiday, day of special
observance or any other day on which Agent or the New York Stock Exchange is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and Agent are open.
Section 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its
corporate capacity arising out of its compensation hereunder.
Section 16. (a) Except as set forth below in this Section 16, the
Trust shall indemnify Agent and save it harmless from and against all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
and from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities incurred by Agent in connection with
any such action, suit, or claim. Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in
connection with its performance under this Agreement, which, in the opinion of
its counsel, may involve it in expense or liability, and the Trust shall, so
often as reasonably requested, furnish Agent with satisfactory indemnity
against such expense or liability, and upon request of Agent the Trust shall
assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity; provided, however, that Agent shall give the Trust notice
and reasonable opportunity to defend any such action, suit, or claim, in the
name of the Trust or Agent or both.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust, or of
counsel, who may be counsel for the Trust or counsel for Agent, and upon
statements of accountants, brokers and other persons believed by it in good
faith to be expert in the matters upon which they are consulted and for any
actions taken in good faith upon such statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good
faith reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon the
genuineness of any such document or copy thereof believed in good faith by
Agent to have been validly executed.
(iii) Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document believed by it to be genuine and to have been signed or
presented by the purchaser, Trust or other proper party or parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended
that insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by
Agent, such liability shall be borne by Agent's insurance carriers. In the
event of any loss occurring which is attributable to any payment upon a forged
instrument, oversight, error or omission by Agent, Agent shall use its best
efforts to have its insurance carriers bear the loss.
Section 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without
a signature guarantee. The Trust hereby agrees to indemnify and hold Agent,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands, losses whatsoever
arising out of or in connection with a payment by Agent upon redemption of
Shares without a signature guarantee and upon the request of Agent the Trust
shall assume the entire defense of any action, suit or claims subject to the
foregoing indemnity. Agent shall notify the Trust of any such action, suit or
claim with 30 days after receipt by Agent of notice thereof.
Section 18. The Trust shall promptly cause to be turned over to Agent
all records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
Section 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
Section 20. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.
Section 21. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.
Section 22. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall
be delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund:
CLS AdvisorOne Funds
0000 Xxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
If to Agent:
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Section 23. The Trustees, officers, employees and agents of the Trust
shall not be personally bound by or liable hereunder, nor shall resort be had
to their private property for the satisfaction of any obligation or claim
hereunder.
Section 24. The Trust represents and warrants to Agent that the
execution and delivery of this Administration Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of
the Trustees of the Trust.
Section 25. 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.
Section 26. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without the
written consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written.
CLS ADVISORONE FUNDS
By:_______________________________
MUTUAL FUNDS SERVICE CO.
By:_______________________________
Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISBURSING AND SHAREHOLDER SUPPORT SERVICES
RETAIL
ANNUAL FEE - $15,000 for each Fund (payable monthly) base fee plus an annual
per account fee as follows:
$15 per shareholder account
In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.
MUTUAL FUNDS SERVICE CO.
TRANSFER AGENT AND DIVIDEND DISBURSING SERVICES
Services
* Opening new accounts
* Processing all payments
* Issuing confirmation statements
* Processing partial and complete redemptions
* Regular and legal transfers of accounts
* Mailing reports; semi-annual and annual reports
* Process dividends and capital gain distributions. This includes
mailing of cash dividends and/or preparing statements to
shareholders for reinvested distributions
* Blue Sky Reports. This indicates shares sold to investors in
various States.
Account Maintenance
* Maintaining shareholder records. This includes a file
containing each shareholders new account application, copies
of redemption checks, forms and any correspondence pertaining
to the account holder * Changing shareholders' addresses
* Daily or periodic reports on numbers of shares, accounts
* Addressing and tabulating annual proxy cards
* Supplying an annual stockholder list
* Preparation of Federal Tax Information forms such as 1099-B,
1099-DIV, 1099R, 5498 to both shareholders and IRS.
MUTUAL FUNDS SERVICE CO.
SHAREHOLDER SUPPORT SERVICES
* Provide and maintain the necessary personnel to receive and
answer inquiries relating to account status, share purchases,
redemptions and other relevant inquiries.
* Replying to shareholder correspondence.
* Mail fulfillment. Mailing of materials to potential investors.
