Exhibit (h)(ii) under Form N-1A
Exhibit 10 under Item 601/Reg SK
SUB-ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of June 1, 2002, among Federated Services
Company, a Pennsylvania corporation having its principal office and place
of business at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("Federated"), CB Capital Management, Inc., a
Michigan corporation having its principal office and place of business at
000 X. Xxxxxxx Xxxxxx, Xxxxx, XX 00000 ("Sub-Administrator") and Golden
Oak(R) Family of Funds (the "Investment Company"), a Delaware business trust
having its principal office and place of business at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000. Federated, Sub-Administrator and the
Investment Company may be individually and collectively referred to as a
"Party" or "Parties."
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the
"1940 Act"), with portfolios now existing or hereafter created (each such
portfolio, including any classes of shares, a "Fund" and collectively the
"Funds"), and with authorized and issued shares of beneficial interests
("Shares"), each of which may be designated or divided into one or more
classes ("Class" or "Classes");
WHEREAS, Federated has entered into an Agreement for Administrative
Services, dated June 1, 2002, with the Investment Company under which
Federated provides, among other things, "Administrative Services" (as that
term is defined therein) to the Investment Company; and
WHEREAS, Federated desires to retain Sub-Administrator as
Sub-Administrator to assist Federated in providing Administrative Services
to the Investment Company, Sub-Administrator agrees to provide such
assistance, and each Investment Company agrees to directly and separately
compensate Sub-Administrator for such assistance in lieu of Federated
performing such services and being compensated incrementally therefor;
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, and intending to be legally bound, the Parties
agree to the following:
Article 1. Appointment as Sub-Administrator.
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Federated appoints Sub-Administrator as sub-administrator, and
Sub-Administrator accepts such appointment under the terms of this
Agreement.
Article 2. Citizen's Duties as Sub-Administrator.
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Subject to the supervision and control of the Investment Company's Board
of Trustees ("Board") and in accordance with Proper Instructions (as
defined hereafter) from the Investment Company, Sub-Administrator will
provide facilities, equipment, and personnel to carry out the following
sub-administrative services for operation of the business and affairs of
the Investment Company and its Funds:
A. assist in drafting, reviewing and maintaining the materials, minutes
and scripts of Investment Company Board and Fund shareholder meetings;
B. assist in negotiating contracts on behalf of the Investment Company
with, among others, the Investment Company's distributor, transfer
agent, custodian and fund accountant, subject to any applicable
restrictions of the Board or the 1940 Act;
C. assist in preparing, reviewing and filing with the Securities and
Exchange Commission ("SEC") and the appropriate state securities
authorities: (i) the registration statements for the Investment
Company and its Shares, including any prospectus, statement of
additional information ("Prospectus") any and all amendments and
supplements thereto ("Registration Statement"); (ii) reports to
regulatory authorities and Fund shareholders; (iii) routine proxy
statements; and (iv) such other documents necessary for the
Investment Company to continuously offer its shares unless the
Investment Company has directed another service provider to be
responsible for such document preparation and filing;
D. assist in coordinating the layout and printing of publicly disseminated
prospectuses and reports;
E. coordinate and assist with the design, development, and operation of
the Investment Company and the Funds and new product initiatives;
F. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company, its
affairs, and operations;
G. assist in the development and preparation of due diligence materials to
assist the Board's consideration and approval of the Investment
Company's service providers; assist in coordinating with fund
counsel, independent auditors (including providing records),
portfolio accountant, custodians and sub-custodians, rating and
publication agencies, outside vendors (including printing and mailing
income breakdown data to client services and transfer agent), and the
SEC regarding inspections (including providing records) and comments
on registration statements;
H. assist in coordinating board and shareholder meeting dates, agendas,
responsibilities, and deadlines;
I. assist in producing operating and compliance reports and in collecting
and assembling reports required by board-adopted procedures;
J. assist in coordinating custodian presentations (including 17f-5
materials);
K. assist in the drafting and production of account applications and
operational matters relating to establishing new accounts;
L. monitor expenses and compliance with the distribution requirements of a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986;
M. assist in creating and coordinating strategic and tactical marketing
support to the Funds and the Investment Company; and
N. providing additional assistance to the Investment Company's
administrator, as Sub-Administrator may mutually agree from time to
time, and provide general service relating to the Funds' operations.
The foregoing, along with any additional services that Sub-Administrator
shall agree in writing to perform under this Agreement, shall hereafter be
referred to as "Sub-Administrative Services." Sub-Administrative Services
shall not include any duties, functions, or services to be performed for
the Investment Company by its investment adviser, sub-adviser, distributor,
custodian, fund accountant (recordkeeper) or transfer agent pursuant to
their respective contracts with the Investment Company or
Sub-Administrator.
Article 3. Common Personnel.
Any person (even though also a Sub-Administrator officer, director,
trustee, partner, employee or agent) who may be or become an Investment
Company officer, trustee, partner, employee or agent, shall be deemed, when
rendering services to the Investment Company or acting on any Investment
Company business (other than services or business in connection with
Citizen's duties hereunder) to be rendering such services to or acting solely
for the Investment Company and not as a Sub-Administrator officer, director,
trustee, partner, employee or agent or one under the control or direction of
Sub-Administrator even though paid by Sub-Administrator.
Article 4. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means written
instructions identifying the specific transaction or types of transactions
involved that is signed or initialed by one or more person or persons
authorized by the Board. Oral instructions are deemed Proper Instructions if
(a) Federated or Sub-Administrator reasonably believe they have been given by
a person previously authorized in writing to give such oral instructions with
respect to the transaction involved, and (b) the Investment Company,
Federated or Sub-Administrator promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Investment Company, Federated and Sub-Administrator are satisfied
that such procedures afford adequate safeguards for the Funds' assets.
Proper Instructions may only be amended in writing.
Article 5. Investment Company Books, Records and Property.
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Sub-Administrator shall create, maintain and preserve all necessary
books and records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a)
of and Rule 31a-2 under the 1940 Act pertaining to the Sub-Administrative
Services that it performs and which are not otherwise created, maintained
and preserved by another party for the Investment Company. Such books and
records shall be the Investment Company's property.
The Investment Company, Federated or their authorized representatives
may inspect such books and records at Sub-Administrator's premises during
its normal business hours. At the Investment Company's request or pursuant
to Proper Instructions, Sub-Administrator will promptly provide copies of
any such books and records to the Investment Company or its authorized
representatives at the Investment Company's expense.
Upon the expiration of this Agreement and pursuant to Proper
Instructions, Sub-Administrator will turn over to the Investment Company or
its authorized representatives those Investment Company books, records and
documents that Sub-Administrator created and maintained under this
Agreement, provided that Sub-Administrator is reimbursed for all payments
and expenses due and remaining under this Agreement, and further provided
that such books and records are no longer needed by Sub-Administrator in
performing its services or for its protection. Absent Proper Instructions
regarding the delivery of the Investment Company's books and records,
Sub-Administrator may deliver them to the Investment Company's principal
place of business or retain them for six years, during the first two years
of which such documents will be in readily accessible form. Any books and
records in Citizen's possession beyond that time period may be destroyed
without further notice. In addition, Sub-Administrator has the right to
deliver to a bank or trust company, which is a "bank" as defined in the
1940 Act, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all Investment Company property (including books, records and
documents) that Sub-Administrator held under this Agreement.
Sub-Administrator agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers, as
those terms are defined in SEC's Xxxxxxxxxx X-X, 00 XXX Part 248.
Sub-Administrator agrees to use and redisclose such NPI for the limited
purposes of processing and servicing transactions; for specified law
enforcement and miscellaneous purposes; and to service providers or in
connection with joint marketing arrangements directed by the Investment
Company, in each instance in furtherance of fulfilling Citizen's
obligations under this Agreement and consistent with the exceptions
provided in 17 CFR Sections 248.14, 248.15 and 248.13, respectively.
Article 6. Compensation and Expenses.
As compensation for services under this Agreement, the Investment
Company shall compensate Sub-Administrator in accordance with the schedule
of fees and expenses outlined in the Agreement's Sub-Administrative
Services Fee Exhibit and such other provisions provided in this Agreement.
Federated shall have no responsibility or liability for payment of
compensation, fees or expenses to Sub-Administrator. Any fee exhibits
shall be dated and executed by a duly authorized officer of the Investment
Company and Sub-Administrator. Any amendments or adjustments to these fee
exhibits shall be in writing and similarly executed. However, from time to
time in its sole discretion, Sub-Administrator may waive all or a portion
of such compensation it is entitled to receive under this Agreement. All
rights of compensation shall survive the termination of this Agreement.
Any compensation payable to Sub-Administrator shall be prorated for
periods of less than a month, and shall be calculated with reference to a
Fund's assets as determined in the time and manner specified in each Fund's
Prospectus.
The Investment Company will accrue daily and pay Sub-Administrator
monthly (or daily at Sub-Administrator's request) all compensation and out
of pocket expenses contemplated under this Agreement. Out-of-pocket
expenses include but are not limited to postage (including overnight
courier service), envelopes, telephones, telecommunication charges
(including Fax), travel, duplicating, forms, supplies, microfiche, and
expenses incurred at the specific direction of the Fund. Out-of-pocket
disbursements shall also include such other items agreed upon between the
Parties from time to time. The Investment Company will reimburse
Sub-Administrator for any non-routine expenses (reasonable or otherwise) it
incurs at the Investment Company's request or consent. Sub-Administrator
will maintain detailed information about such compensation and out of
pocket expenses.
Sub-Administrator shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Sub-Administrative Services, including the
compensation of Sub-Administrator employees who serve as Investment Company
trustees or officers. Unless the Agreement explicitly provides to the
contrary, the Investment Company shall be solely responsible, and shall
promptly reimburse Sub-Administrator, for all expenses Sub-Administrator
incurs on the Investment Company's behalf, including without limitation
fees and expenses related to: postage and courier services; printing,
document production, registration and filings; travel; outside counsel,
independent auditors, or other professional services; organization of the
Investment Company and its Funds; insurance coverage; interest; membership
in trade organizations; compensation of persons who are not
Sub-Administrator's employees; custody, fund accounting, investment
advisory, and other service providers; brokerage services; taxes; Board
members; fees payable to federal, state and other governmental agencies;
and all other expenses properly payable by the Investment Company.
Article 7. Documents.
A. On or before the execution of this Agreement, the Investment
Company shall provide Sub-Administrator with the following
documents:
(1) A copy of the Investment Company's Declaration of Trust,
By-Laws and other organizational documents ("Charter
Documents");
(2) A copy of the Board resolution authorizing this Agreement; and
(3) A copy of each Fund's Prospectus.
B. From time to time, the Investment Company will furnish
Sub-Administrator upon its request with following documents:
(1) The Investment Company's Registration Statement and related
amendments as filed with the SEC, and orders regarding the
sale of Shares;
(2) A certified copy of each amendment to the Charter Documents;
(3) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(4) Such other certifications, documents or opinions that
Sub-Administrator may, in its discretion, deem necessary or
appropriate to properly perform its duties under this
Agreement.
Article 8. Representations and Warranties.
A. Representations and Warranties of Sub-Administrator
Sub-Administrator represents and warrants to the Investment Company
that:
(1) It is an investment adviser registered under the Investment
Advisers Act of 1940, duly organized, existing and in good
standing under the laws of its state of organization;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform
this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law and applicable
federal and state securities requirements and is in good
standing to serve as a sub-administrator under this Agreement.
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Sub-Administrator
that:
(1) It is an investment company duly organized, existing and in
good standing under the laws of its state of organization;
(2) It is empowered under applicable laws, by its Charter
Documents and company proceedings to enter into and perform
its obligations under this Agreement;
(3) It is an open-end investment company registered under the
1940 Act; and
(4) A registration statement under the Securities Act of 1933
("1933 Act") and 1940 Act is or will be effective, and
appropriate authorizations for state securities law filings
have been made and will continue to be made, with respect to
all Shares being offered for sale.
C. Representations and Warranties of Federated
Federated represents and warrants to the Investment Company and
Sub-Administrator that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform
this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law requirements
and is in good standing to serve as an administrator under
this Agreement.
Article 9. Investment Company's Responsibilities.
The Investment Company shall be solely responsible for the preparation,
contents and distribution of a Fund's offering document and its
Registration Statement and for complying with all applicable requirements
of the 1933 Act, the 1940 Act, the Internal Revenue Code, and any other
laws, rules and regulations of government authorities having jurisdiction.
Article 10. Sub-Administrator's Responsibility.
Sub-Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment Company in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith, gross negligence on its part
in the performance of Sub-Administrator's duties or from reckless disregard
by it of its obligations and duties under this Agreement.
Article 11. Assignment.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by a Party without the
written consent of the other Party.
A. Either Party may assign all of or a substantial portion of its business
to a successor, or to a party controlling, controlled by, or under
common control with such Party upon prior written notice. This
Agreement shall inure to the benefit of and be binding upon the Parties
and their respective permitted successors and assigns.
B. Without further consent of the Investment Company and Federated,
Sub-Administrator may subcontract for the performance of
Sub-Administrative Services with a wholly-owned subsidiary of
Sub-Administrator, or with any other subsidiary owned or controlled by
Sub-Administrator Banking Corporation. Sub-Administrator shall be held
to the same level of responsibility and liability to the Investment
Company and Federated for this subcontractor's acts and omissions.
C. Upon Proper Instructions from the Investment Company, Sub-Administrator
will subcontract for the performance of services under this Agreement
with an agent selected by the Investment Company, other than as
described in A. and B. above; but Sub-Administrator is not responsible
for the acts and omissions of such agent.
Article 12. Indemnification.
A. Indemnification by Investment Company
Sub-Administrator shall not be responsible for and the Investment
Company or Fund shall indemnify and hold harmless
Sub-Administrator, including its affiliates and all their officers,
directors, trustees, employees, shareholders and agents against any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:
(1) The acts or omissions of any entity that contracts with and/or provides
services to the Investment Company (including any adviser,
sub-adviser, custodian, fund accountant, administrator other
than Sub-Administrator) other than a subcontractor
Sub-Administrator selects under Article 11.A. or 11.B.
(2) The reliance on or use by Sub-Administrator or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Sub-Administrator or its agents or
subcontractors from advisers, sub-advisers, custodian,
fund accountant, or other third parties contracted by
or approved by the Investment Company or Fund for use
in the performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm
on behalf of the Investment Company.
(3) The reliance on, or the carrying out by Federated, Sub-Administrator or
their agents or subcontractors, of Proper Instructions of the
Investment Company or a Fund.
(4) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination
or ruling by any federal agency or any state with respect to the
offer or sale of such Shares in such state.
Provided, however, that Sub-Administrator shall not be protected by
this Article 12A. from liability for any act or omission resulting
from Sub-Administrator's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties.
B. Reliance
At any time Sub-Administrator may apply to an Investment Company
officer for instructions, and may consult with legal counsel (who
may be counsel for the Investment Company) with respect to any
matter arising in connection with the services to be performed by
Sub-Administrator under this Agreement, and Sub-Administrator and
its agents or subcontractors shall not be liable and shall be
indemnified by the Investment Company or the appropriate Fund for
any action reasonably taken or omitted by it in good faith reliance
upon such instructions or upon the opinion of such counsel,
provided such action is not in violation of applicable federal or
state laws or regulations.
C. Notification
The Party seeking indemnification under this Agreement ("Claimant")
shall use all reasonable care to promptly identify and notify the
Party against whom indemnification is or may be sought
("Indemnifier") concerning any situation that involves or probably
will involve a claim for indemnification, and shall advise the
Indemnifier of all pertinent facts and developments concerning such
situation. The Indemnifier has the option to defend Claimant
against any indemnifiable claim. If the Indemnifier elects to
defend the Claimant, Indemnifier must first notify Claimant before
taking over complete defense of the claim. Thereafter, Claimant
shall initiate no further legal or other expenses for which it
would seek indemnification under this Agreement. Further, the
Claimant shall not confess any claim or compromise any case for
which the Indemnifier would be obligated to indemnify Claimant
unless the Indemnifier gives prior written consent.
Article 13. Term and Termination of Agreement.
This Agreement shall be effective from the date signed above and shall
continue through August 31, 2005 ("Initial Term"). Thereafter, the
Agreement will automatically renew for successive twelve (12) month terms
(a "Renewal Term") unless Sub-Administrator receives written notice of
termination from the Investment Company or Federated no less than ninety
(90) days prior to the expiration of the Initial Term or a Renewal Term.
The termination date for all original or after-added Funds that are, or
become, covered under this Agreement shall be coterminous.
In addition, each Party reserves the right to immediately terminate this
Agreement upon giving written notice of: the dissolution or liquidation of
either Party or other cessation of business other than a merger,
reorganization, recapitalization, sale of all or substantially all of the
assets of such Party as an ongoing business, or other transaction designed
to defeat or frustrate the economic purposes and contractual obligations of
either Party under this Agreement; financial difficulties on the part of
either Party which is 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 to the modification or alteration of the rights of creditors;
or a final, unappealable judicial, regulatory or administrative ruling or
order in which either Party has been found guilty of criminal behavior in
the conduct of its business.
In addition, the Agreement shall terminate with respect to the
Investment Company or a Fund upon the transfer of substantially all of the
assets of the Investment Company or such Fund, as the case may be, to one
or more investment companies advised by any subsidiary owned or controlled
by Federated Investors, Inc.
If the Investment Company or Federated terminates this Agreement, the
Investment Company bears full responsibility and will promptly reimburse
Sub-Administrator for its reasonable out-of-pocket expenses associated with
transferring or moving Investment Company books, records and materials
maintained by Sub-Administrator under this Agreement. Additionally,
Sub-Administrator reserves the right to charge the Investment Company for
any other reasonable expenses associated with such termination. The
provisions of Article 10. Sub-Administrator's Responsibility and Article
12. Indemnification shall survive this Agreement's termination.
Article 14. Notices.
Unless otherwise specifically provided herein, notices and other
writings shall be delivered or mailed postage prepaid to the Investment
Company at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
Secretary, to Sub-Administrator at 000 X. Xxxxxxx Xxxxxx, Xxxxx, XX 00000,
Attention: Secretary, and to Federated Services Company at Federated
Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000,
Attention: Secretary, or to such other address as the Investment Company,
Sub-Administrator or Federated may hereafter specify in writing, and shall
be deemed to have been properly delivered or given hereunder.
Article 15. Governing Law and Venue.
The laws of the Commonwealth of Pennsylvania shall govern the
construction and interpretation of this Agreement without regard to the
conflict of laws principle. The Parties irrevocably consent to the
jurisdiction and venue of any federal or state court in Allegheny County in
the Commonwealth of Pennsylvania, in connection with any action or
proceeding arising out of this Agreement. The Parties also irrevocably
waive the right to object to the venue of any court on the ground of forum
non conveniens.
Article 16. Amendments and Additional Provisions.
This Agreement may be amended or modified only by a written agreement
executed by all Parties. From time to time, Federated, Sub-Administrator
and/or the Investment Company may agree on interpretive or additional
provisions under this Agreement that are consistent with the Agreement's
operation and general tenor and do not contravene any applicable federal or
state regulations or any provision of the Charter Documents. Any such
interpretive or additional provisions shall be written, signed by the
Parties, and attached to this Agreement, but shall not be deemed to be an
amendment to this Agreement.
Article 17. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original.
Article 18. Merger of Agreement.
This Agreement constitutes the entire agreement among the Parties and
supersedes any prior oral or written agreement of the Parties.
Article 19. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance of this Agreement shall remain in effect.
Article 20. Force Majeure.
Sub-Administrator shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Investment Company as a
result of work stoppage, power or other mechanical failure, natural
disaster, governmental action, communication disruption or other
impossibility of performance.
Article 21. Limitations of Liability of Investment Company Trustees and
Shareholders.
The execution and delivery of this Agreement have been authorized by the
Investment Company Trustees and signed by an authorized Investment Company
officer, acting as such, and neither such authorization by these Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Investment Company, but bind
only the property of the individual Funds, or Class, as provided in the
Declaration of Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
GOLDEN OAK(R) FAMILY OF FUNDS
By:
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Name:
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Title:
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FEDERATED SERVICES COMPANY
By:
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Name:
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Title:
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CB CAPITAL MANAGEMENT, INC.
By:
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Name:
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Title:
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SUB-ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Sub-Administrator hereby agrees
to accept as full compensation for its Sub-Administrative Services under
this Agreement a Sub-Administrative Services fee at the following annual
rate:
Fee Rate Average Daily Net Assets of the Funds
.0475% on the first $400 million
.0725% on the next $250 million
.0975% on assets in excess of $650
million
There is no minimum annual fee per Fund or Share Class minimums.
IN WITNESS WHEREOF, the Parties hereto have caused this
Sub-Administrative Services Fee Exhibit to be executed in their names and
on their behalf by and through their duly authorized officers, as of the
day and year below.
Dated: June 1, 2002
GOLDEN OAK(R) FAMILY OF FUNDS
By:
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Name:
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Title:
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CB CAPITAL MANAGEMENT, INC.
By:
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Name:
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Title:
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