FUND ACCOUNTING AND ADMINISTRATION AGREEMENT Dated: July 16, 2009
Dated: July 16, 2009
This Fund Accounting and Administration Agreement (“Agreement”), is
entered into as of the date noted above by and between Starboard Investment
Trust, a Delaware statutory trust (“Trust”), and The Nottingham Company, a North
Carolina corporation (“Administrator”).
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trust wishes to retain the Administrator to provide certain
administrative services to the Trust in the manner and on the terms set forth
therein; and
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and intending to be legally bound, the Trust and
Administrator agree as follows:
1.
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Retention
of the Administrator. The Trust retains and
appoints the Administrator to act as the administrator to provide or
procure certain administrative and other services with respect to each
fund identified on Schedule 1 (“Fund” or “Funds” as the context requires),
attached hereto and made a part hereof, for the period and on the terms
set forth in this Agreement. The Administrator accepts such appointment
and agrees to render the services herein set forth under the terms and
conditions of this Agreement.
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2.
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Duties of
Administrator. Subject to the policies and
direction of the Trust’s Board of Trustees (“Trustees”), the Administrator
shall provide, or cause to be furnished by others, the fund accounting,
administrative, and other services reasonably necessary for the operation
of the Trust and Fund as set forth in Exhibit
A, attached hereto and made a part hereof. The
Administrator shall exercise reasonable customary care in the performance
of its duties under this Agreement.
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3.
Allocation of Charges and Expenses.
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a.
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The
Administrator. The Administrator will furnish,
at its own expense, the executive, supervisory, and clerical personnel
reasonably necessary to perform its obligations under this Agreement.
Except as otherwise provided hereunder, the Administrator will also
provide the items that it is obligated to provide under this Agreement. In
addition, the Administrator will pay all compensation, if any, of any
officers or Trustees of the Trust who are affiliated persons of the
Administrator or any affiliated corporation of the Administrator;
provided, however, that unless otherwise specifically provided, the
Administrator will not be obligated to pay the compensation of any
employee of the Trust retained by the Trustees to perform services on
behalf of the Trust.
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b.
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The
Trust. The Trust assumes and will pay, or cause
to be paid, all other expenses of the Trust and the Fund not otherwise
allocated in this Agreement, including, without limitation, the
following:
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(i)
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Organizational expenses;
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(ii)
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Taxes;
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(iii)
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Brokerage fees and commissions with regard to portfolio transaction
of the Fund;
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(iv)
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Interest charges, fees, and expenses of the custodian of the Fund’s
portfolio securities;
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(v)
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Fees and expenses of the Trust’s dividend disbursing and transfer
agent(s);
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(vi)
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Administrative expenses (including, without limitation, any fees,
expenses, and reimbursements payable to the Administrator under this
Agreement);
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(vii)
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Auditing and legal expenses of the Trust and the
Fund;
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(viii)
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Cost of maintenance of the Trust’s (including the Fund’s) existence
as a legal entity;
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(ix)
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Fees and expenses of Trustees who are not interested persons of the
Trust as that term is defined by
law;
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(x)
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Costs and expenses of Trust
meetings;
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(xi)
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Costs and expenses of initial and ongoing registration of the
Fund’s shares under Federal and state securities
laws;
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(xii)
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Costs of preparing (including typesetting), printing, and mailing
reports, prospectuses, statements of additional information, proxy
solicitation material, and notices to existing
shareholders;
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(xiii)
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Costs of fidelity bonds and Trustees and officers/errors and
omissions insurance policies;
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(xiv)
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Investment advisory fees payable to each Fund’s investment
advisor;
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(xv)
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Litigation and other extraordinary or nonrecurring expenses
involving the Trust or the Fund;
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(xvi)
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Any actual out-of-pocket expenses of the Administrator as provided
in this Agreement and as may be agreed upon from time to time;
and
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(xvii)
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Other expenses relating to the Trust not specified in this
Agreement as being the responsibility of the Administrator.
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4.
Compensation of the Administrator.
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a.
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Administration Fees. For the services to
be rendered, the facilities furnished, and the expenses assumed by the
Administrator pursuant to this Agreement, the Trust will promptly pay (or
cause the Fund to promptly pay) to the Administrator compensation as
specified in Exhibit B attached hereto. In addition, the Administrator
shall be entitled to additional compensation for any special projects or
services requested by the Trust, such projects and services and
Administrator’s compensation in connection therewith to be mutually agreed
upon in writing by the parties.
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b.
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Reimbursements. The Trust will promptly
reimburse the Administrator for its reasonable out-of pocket expenses in
connection with the Trust’s and the Fund’s activities including, without
limitation:
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(i)
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costs of telephone services (but not telephone equipment)
including, without limitation, long distance telephone and wire charges,
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(ii)
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postage and delivery costs;
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(iii)
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cost of the printing of special forms and stationery,
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(iv)
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copying charges,
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(v)
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costs of financial publications (if any) or professional
memberships (e.g. ICI membership) in connection with the Trust’s and the
Fund’s activities,
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(vi)
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third party storage fees of the Trust’s and the Fund’s files and
records, etc., and
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(vii)
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any travel and lodging expenses incurred by officers and employees
of the Administrator in connection with its services under this Agreement,
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including without limitation, the attendance at meetings of the Trust’s
Board of Trustees.
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c.
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Partial
Month Compensation. If this Agreement becomes
effective subsequent to the first day of the month or terminates before
the last day of the month, the Administrator’s compensation for that part
of the month in which this Agreement is in effect will be prorated in a
manner consistent with the calculation of the fees as set forth in
Subsection 4.a. above.
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d.
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Compensation from Transactions. The
Trust authorizes any entity or person associated with the Administrator
that is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Trust which is
permitted by Section 11(a) of the Securities Exchange Act of 1934, as
amended (“1934 Act”) and Rule 11a2-2(T) thereunder, and the Trust consents
to the retention of compensation for such transactions in accordance with
Rule 11a2-2(T)(a)(2)(iv) thereunder.
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e.
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Survival
of Compensation Rates. All rights of
compensation under this Agreement for services performed as of the
termination date will survive the termination of this Agreement. In
addition, upon a liquidation (as defined in Section 10 of this Agreement)
or upon termination of this Agreement as to any Fund the Administrator
shall be entitled to such other compensation as set forth in Exhibit
B.
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5.
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Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those
expressly set forth in this Agreement, and no implied duties are assumed
by or may be asserted against the Administrator. The Administrator shall
not be liable for any error of judgment, mistake of law, loss or damage
suffered by the Funds in connection with any investment, or any act or
omission of the Administrator in carrying out its duties under this
Agreement, except a loss or damage resulting directly from willful
misconduct or gross negligence on the part of the Administrator in the
performance of its duties under this Agreement, or from reckless disregard
by the Administrator of its obligations under this Agreement.
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Further, in no event
shall the Administrator be liable under any provision of, or in connection with,
this agreement (regardless of whether a claim is based on contract, tort, or
otherwise) for any damages other than actual and direct damages, and the
Administrator shall have no liability for any incidental, indirect,
consequential, special, or exemplary damages or losses which the Funds may incur
or suffer, whether or not the likelihood or possibility of such damages was
known to the Administrator in advance.
For purposes of this Section 5 and in Section 6 below, the term
“Administrator” shall include directors, officers, employees, and other agents
of the Administrator, as well as the Administrator itself.
6.
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Indemnification of Administrator. Provided that the Administrator has exercised reasonable customary
care in the performance of its duties under this Agreement, the Trust
assumes full responsibility and will indemnify and defend the
Administrator and hold it harmless from and against any and all actions,
suits, and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees, and
disbursements, payments, expenses, and liabilities (including reasonable
investigation expenses) of every nature and character arising or occurring
directly or indirectly out of Administrator’s relationship to the Trust
under this Agreement or any of Administrator’s action taken or nonactions
with respect to the performance of services under this Agreement;
provided, however, Administrator shall not be indemnified against any
liability arising out of its own willful misfeasance, bad
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faith, gross negligence, or reckless disregard in the performance of its
duties or its own reckless disregard of its duties or obligations under this
Agreement. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify, defend, or
hold the Administrator harmless, the Trust shall be fully and promptly advised
of all pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith will not affect the rights under
this Agreement.
The Trust will be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense will be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval will not be unreasonably
withheld. In the event the Trust elects to assume the defense of any suit and
retain counsel, the Administrator will bear the fees and expenses of any
additional counsel retained by it, absent a conflict of interest between the
Trust and the Administrator. In the event of a conflict between the Trust and
the Administrator or if the Trust does not elect to assume the defense of a
suit, the Trust shall reimburse the Administrator for the reasonable fees and
expenses of any counsel retained by Administrator.
The Administrator may apply to the Trust at any time for instructions and
may consult with the Trust’s counsel auditors with respect to any matter arising
in connection with the Administrator’s duties, and the Administrator will not be
liable or accountable for any action taken or omitted by it in good faith in
accordance with such instructions or with the opinion of the Trust’s counsel or
auditors. Also, the Administrator will be protected in acting on any document
that it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employee, or agent of the
Trust until receipt of written notice thereof from the Trust.
Should the foregoing indemnification agreement be found unenforceable or
that contribution is required from Administrator, then the Administrator’s
aggregate contribution for all losses, claims, damages, or liabilities,
including rescission liabilities, shall not exceed the value of all fees earned
by and expenses reimbursed to the Administrator pursuant to this Agreement. No
person or entity guilty of fraudulent misrepresentation shall be entitled to
contribution from any person or entity who is not so guilty.
7.
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Activities of the Administrator. The
services of the Administrator rendered to the Trust are not to be deemed
to be exclusive. The Administrator is free to render such services to
others and to have other businesses and interests. It is understood that
Trustees, officers, employees, or shareholders of the Trust are or may be
or become interested in the Administrator, as directors, officers,
employees, and shareholders or otherwise and that directors, officers,
employees, and shareholders of the Administrator and its counsel are or
may be or become similarly interested in the Trust, and that the
Administrator may be or become interested in the Trust as a shareholder or
otherwise.
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8.
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Confidentiality. The Administrator
agrees on behalf of itself and its employees to treat as confidential all
records and other information relative to the Trust and its prior,
present, or potential shareholders and not to use such records and
information for any purpose other than performance of its responsibilities
and duties under this Agreement, except after providing prior notification
to and receiving approval in writing by the Trust, which approval will not
be unreasonable withheld. Notwithstanding the forgoing, the Administrator
may divulge such confidential records and information where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested by duly constituted authorities, when so
requested by the Trust’s investment advisor, distributor, custodian,
transfer agent, outside legal counsel, or independent public accountants,
or when so requested by the Trust. For purposes of this Section 8, the
following records and other information shall not be considered
confidential: (a) any record or other information that is or becomes
publicly available through no fault of Administrator; (b) any record and
other information that is released by the Trust in a public release; (c)
any record or other information that is lawfully obtained from third
parties who are not under an obligation to keep such information
confidential, or (d) any record or other information previously known by
Administrator.
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9.
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Compliance With Governmental Rules and Regulations.
The Administrator undertakes to comply with all applicable
requirements of the Securities Act of 1933, the 1934 Act, the 1940 Act,
and other laws, rules, and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by the
Administrator under this Agreement.
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10.
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Duration
and Termination Of This Agreement. This
Agreement shall become effective for a period of one year. Thereafter,
this Agreement shall continue in full force and effect unless terminated
by either party by giving not less than ninety (90) days’ prior written
notice to the other party. This Agreement may also be terminated at any
time as follows: (i) by mutual written agreement of the parties; or (ii)
for cause, by a party, in the event of willful misconduct, gross
negligence, or breach of this Agreement by the other party, by giving not
less than thirty (30) days’ prior written notice to the other party.
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Upon termination of this Agreement, the Administrator and the Trust agree
to cooperate in good faith in transferring records and other information in the
Administrator’s possession and wrapping up their relationship under this
Agreement in a commercially reasonable manner. The Trust shall pay to the
Administrator such compensation as may be due to the Administrator under this
Agreement for services performed prior to the date of termination, including any
out-of-pocket reimbursements due and payable hereunder.
Upon termination of this Agreement, the Administrator shall be paid the
termination fee set forth on Exhibit
B. The termination fee is not a penalty, but a charge
to compensate the Administrator for its services in assisting in transferring
records and reports and otherwise wrapping up its services under this Agreement.
Notwithstanding the foregoing, the Administrator shall not be entitled to the
termination fee if the Administrator elects to terminate this Agreement or the
Administrator is terminated due to its willful misconduct, gross negligence, or
breach of this Agreement.
11.
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Independent Contractor. The
Administrator will, for purposes stated in this Agreement, be deemed an
independent contractor and, unless otherwise expressly provided or
authorized, will have no authority to act or represent the Trust in any
way and will not be deemed an agent of the Trust.
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12.
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Assignment. This Agreement shall not be
assignable by either party without the written consent of the other party,
such consent not to be unreasonably without held or delayed.
Notwithstanding the forgoing, the Administrator may, at its expense unless
provided otherwise in the Agreement, subcontract with any entity or person
concerning the
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provision of the services contemplated hereunder. The Administrator shall
not, however, be relieved of any of its obligations under this Agreement by the
appointment of such subcontractor. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
13.
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Amendments. This Agreement or any part
hereof may be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is sought.
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14.
Books and Records.
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a.
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Record
Maintenance. The Administrator shall maintain
customary books and records in connection with its duties as specified in
this Agreement. Any books or records required to be maintained and
preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act that are
prepared and maintained by the Administrator on behalf of the Trust shall
be the property of the Trust and will be made available to or surrendered
promptly to the Trust on request. Notwithstanding the forgoing,
Administrator shall be entitled to keep copies of any books or records
that Administrator may be required to retain by law or
regulation.
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Unless otherwise agreed upon by the Administrator and the Trust, the
Administrator may subcontract to a third party the storage and maintenance of
the Trust’s books and records and such costs and expenses shall be the
responsibility of Trust.
In case of any request or demand for the inspection of such records by
another party, the Administrator will notify the Trust and follow the Trust’s
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records as provided in Section 8 above and to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so, unless (in cases involving potential exposure only to
civil liability) the Trust has agreed to indemnify the Administrator against
such liability.
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b.
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Delivery
of Documents. The Trust shall provide the
Administrator with the necessary documents, records, and other information
in its possession or control to enable the Administrator to perform its
duties and obligations under this Agreement, including without limitation,
a copy of the Trust documents and any amendments thereto.
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c.
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Converting to Administrator’s System. The Trust agrees to cooperate with the Administrator in converting
to Administrator’s data processing system and software (“Administrator’s
System”) to the extent necessary for Administrator to perform
Administrator’s duties under this Agreement. Notwithstanding anything to
the contrary in this Agreement, the Trust acknowledges and agrees that all
computer programs and procedures developed by or for Administrator to
perform its duties and services under this Agreement, including without
limitation Administrator’s System, are and shall remain the sole property
of the Administrator.
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15.
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Definitions of Certain Terms. The terms
“interested persons” and “affiliated person,” when used in this Agreement,
will have the respective meanings specified in the 1940 Act and the rules
and regulations thereunder, subject to such exemptions as granted by the
Securities and Exchange Commission.
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16.
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Notice. Any notice required or permitted
to be given by either party to the other party shall be in writing and
will be deemed sufficient if personally delivered or sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to
the other party at following addresses (or such other address for a party
as shall be specified by like notice):
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a. If to
Trust, at:
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
Attn: Secretary
With a copy
to:
Attn:
b. If to Administrator,
at:
The Nottingham
Company
000 Xxxxx Xxxxxxxx Xxxxxx
Post Xxxxxx Xxx 00
Xxxxx Xxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Legal Department
000 Xxxxx Xxxxxxxx Xxxxxx
Post Xxxxxx Xxx 00
Xxxxx Xxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Legal Department
17.
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Governing
Law. This Agreement shall be governed by the
laws of the State of North Carolina without regard to the principles of
conflict of laws, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act, the Investment Advisers Act of
1940, as amended, or any applicable rule or order of the Securities and
Exchange Commission.
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18.
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Construction. If any provision of this
Agreement, or portion thereof, shall be determined to be void or
unenforceable by any court of competent jurisdiction, then such
determination shall not affect any other provision of this Agreement, or
portion thereof, all of which other provisions and portions thereof shall
remain in full force and effect. If any provision of this Agreement, or
portion thereof, is capable of two interpretations, one of which would
render the provision, or portion thereof, void and the other which would
render the provision, or portion thereof, valid, then the provision, or
portion thereof, shall have the meaning which renders it valid. In
addition, the language used herein shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule
of strict construction shall be applied against either party.
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19.
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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.
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20.
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Entire
Agreement. This Agreement, including all
exhibits, schedules, and attachments, comprise the entire agreement among
the parties hereto with respect to subject matter hereof and supersede all
other prior agreements, understandings, and letters related to this
Agreement. The headings in this Agreement have been inserted solely for
ease of reference and shall not be considered in the interpretation or
construction of this Agreement.
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21.
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Trust
Obligation. It is understood that this
Agreement has been executed on behalf of the Trust by a trustee of the
Trust in his capacity as trustee and not individually. The obligations of
this Agreement shall only be binding upon the assets and property of each
Fund and shall not be binding upon any trustee, officer, or shareholder of
the Trust individually.
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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
duly signed as of the day and year first above written.
By: /s/ Xxxx X.
Xxxxxxx
Name: Xxxx
X. Xxxxxxx
Title: Chairman
Title: Chairman
THE NOTTINGHAM
COMPANY
By: /s/ Xxxxxx
Lower
Name: Xxxxxx
Lower
Title: Vice President
Title: Vice President
SCHEDULE
1
Dated: July 16, 2009
The following fund(s) are covered by the Agreement:
1. Caritas
All-Cap Growth Fund
EXHIBIT
A
Dated: July 16, 2009
The Administrator shall provide, or cause to be provided by others, the
following services:
1.
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Accounting and Administrative Services. The Administrator will provide the Trust with customary
administrative services, regulatory reporting, fund accounting, and
related portfolio accounting services, adequate office space, equipment,
personnel, and facilities (including facilities for regular trustees’
meetings) for handling the affairs of the Fund(s), and such other services
as the Trustees may, from time to time, reasonably request, and the
Administrator may, from time to time, reasonably determine to be necessary
to perform its obligations under this Agreement. In addition, at the
request of the Trustees, the Administrator will make reports to the
Trustees concerning the performance of its obligations
hereunder.
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Without limiting the generality of the forgoing, the Administrator
will:
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a.
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Calculate contractual Trust expenses and control all disbursements
for the Trust, and, as appropriate, compute each Fund’s yields, total
return, expense ratios, portfolio turnover rate and, if required,
portfolio average dollar-weighed maturity;
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b.
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Assist Trust counsel with the preparation of prospectuses,
statements of additional information, and registration
statements;
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c.
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Assist in the preparation of such reports, applications, and
documents (including reports regarding the sale and redemption of shares
as may be required in order to comply with Federal and/or state securities
laws) as may be necessary or desirable to register the Trust’s shares with
state securities authorities, assist in monitoring the sale of the Trust’s
shares for compliance with state securities laws, and assist in the
preparation and filing with the appropriate state securities authorities
the registration statements and reports for the Trust and the Trust’s
shares with state securities authorities to enable the Trust to make a
continuous offering of its shares;
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d.
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Assist in the development and preparation of communications to
shareholders, including the semi-annual and annual reports to shareholders
(the “Shareholder Reports”), coordinate mailing prospectuses, notices
(including privacy policy notices), proxy statements, proxies, and other
reports (including, without limitation, semi-annual and annual reports to
shareholders) to Trust shareholders, and supervise and facilitate the
solicitations of proxies solicited by the Trust for all shareholder
meetings (including, without limitation, the tabulation process for
shareholder meetings);
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e.
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Coordinate with Trust counsel the preparation and negotiation of,
and administer contracts on behalf of the Trust with, among others, the
Trust’s investment advisor(s), distributor(s), custodian(s), and transfer
agent(s);
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f.
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Maintain the Trust’s general ledger and prepare the financial
statements, including expense accruals and payments, determine the net
asset value of the Trust’s assets and of the Trust’s shares, and
coordinate with the Trust’s transfer agent(s) with respect to payment of
dividends and other distributions to shareholders;
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g.
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Calculate performance data of the Trust and its Fund(s) for
dissemination to information services covering the investment company
industry;
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h.
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Assist in the preparation and filing of the Trust’s tax
returns;
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i.
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Assist with the examination and review of the operations and
performance of the various organizations providing services to the Trust
or any Fund of the Trust, including the Trust’s investment advisor(s),
distributor(s), custodian(s), transfer agent(s), outside legal counsel,
and independent public accountants, and at the request of the Board of
Trustees, report to the Trustees on the performance of such
organizations;
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j.
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Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the
Trust’s semi-annual and annual reports to shareholders;
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k.
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Provide internal legal and administrative services as reasonable
requested by the Trust from time to time, including, without limitation,
preparation of materials for the quarterly and annual meetings of the
Board of Trustees;
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l.
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Assist with the design, development, and operation of the
Trust;
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m.
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Assist in identifying individuals acceptable to the Trustees for
nomination, appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust’s affairs as
determined by the Trustees;
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n.
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Coordinate and assist the Trust in obtaining and keeping in effect
a fidelity bond and Trustees and officers/errors and omissions insurance
policies for the Trust in accordance with the requirements of Rules 17g-1
and 17d-1(7) under the 1940 Act as such bonds and policies are approved by
the Trust’s Board of Trustees;
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o.
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Monitor and advise the Trust and its Fund(s) on its registered
investment company status under the Internal Revenue Code of 1986, as
amended;
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p.
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Perform other normal and customary administrative services and
functions of the Trust and each Fund to the extent administrative services
and functions are not provided to the Trust or such Fund pursuant to the
Trust’s or such Fund’s investment advisory agreement, distribution
agreement, custodian agreement, or transfer agent agreement or similar
type of service provider agreement;
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q.
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Furnish advice and recommendations with respect to other aspects of
the business and affairs of the Fund(s) as the Trust and the Administrator
shall determine desirable; and
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r.
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Assist with the preparation of and file with the SEC the
semi-annual and annual reports for the Trust on Form N-SAR and N-CSR and
all required notices pursuant to Rule 24f-2.
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2.
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Custodian
Services. The Administrator shall procure on
behalf of the Trust and the Fund(s) a custodian or custodians for the
Fund(s) to provide for the safekeeping of the Fund’s assets. Administrator
shall be responsible for compensating such custodian or custodians out of
Administrator’s compensation as set forth in Exhibit
B of this Agreement. Such custodian or
custodians shall be subject to the approval of the Trustees. The Trust may
be a party to any forgoing agreement.
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3.
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Legal
Services. The Administrator shall procure legal
counsel to the Trust and the Fund(s) to provide representation and legal
services. Administrator shall be responsible for compensating such legal
counsel out of Administrator’s compensation as set forth in Exhibit
B of this Agreement. Such compensation covers
only ordinary legal services and the Administrator is not responsible
paying any extraordinary, special, or non-recurring expenses that arise,
including, for example, services provided in connection with special
meetings of the board of trustees, additions of new classes or series of
shares, shareholder meetings and proxy solicitations, material changes to
a Fund’s registration statement, examinations by the Securities and
Exchange Commission, and litigation to which a Fund may be a party. Legal
counsel shall be subject to the approval of the Trustees. The Trust may be
a party to any forgoing agreement.
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4.
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Other
Services. The Administrator will perform other
services for the Trust as agreed to by the Administrator and the Trust
from time to time, including, but not limited to performing internal audit
examinations, preparation of materials for special board meetings,
assisting Trust counsel in the preparation of proxy materials, and
assisting in the development of new Funds or Fund classes. The
Administrator shall be entitled to additional compensation for such other
services.
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Exhibit
B
Updated
August 20, 2009
For the
services delineated in the Agreement, the Administrator shall be compensated at
the rates specified below. Such compensation will be calculated and
accrued daily, and paid to the Administrator monthly. Where
applicable, the fee shall be calculated based upon the average daily net assets
of each Fund. For purposes of determining the fees payable to the
Administrator, the value of the net assets of a particular Fund shall be
computed in the manner described in the Trust’s Declaration of Trust or the
Trust’s Prospectus or Statement of Additional Information for that Fund as from
time to time is in effect for computation of the value of such net assets in
connection with the determination of the liquidating value of the shares of such
Fund. The fees payable hereunder shall be applied to each Fund as a
whole, and not to separate classes of shares within the Fund.
The
following fees shall be paid for each Fund:
1. Fund Accounting
Fee.
Base fee: $2,250 per
month
Class Fee: $750 per month
for each additional class of shares
Asset-based fee: Annual fee
of 1 basis point
2. Administration
Fee.
a. Asset-based
fee:
Net
Assets Annual
Fee
On the
first $50
million 0.175%
On the
next $50
million 0.150%
On the
next $50
million 0.125%
On the
next $50
million 0.100%
On all
assets over $200
million 0.075%
b. Minimum
asset-based fee per month: $3,000
3. Out of
Pocket.
a. Securities
pricing:
$0.25 per
equity per pricing day priced
$1.00 per
foreign security per pricing day
$0.50 per
U.S. Treasury
$1.00 per
asset backed security per pricing day
$0.50 per
corporate bond per pricing day
$2.00 per
equity per month for corporate action
$2.00 per
foreign security per month for corporate action
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b.
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Blue
Sky administration: $150 per registration per state per
year
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x. XXXXX
filings: $6 per page
4. Domestic Custody
Fee.
a. Custody
administration asset-based fee:
Net
Assets Annual
Fee
On the
first $100
million 0.020%
On all
assets over $100
million 0.009%
b. Transaction
Fees:
$7.00
Book Entry DTC Transactions
$7.00
Book Entry Federal Reserve Transactions
$20.00
Physical Securities Transactions
$7.00
Options
$3.00
Paydowns on Mortgage Backed Securities.
$7.00 Fed
Wire Charge on Repo Collateral in / out.
$6.00
Cash Wire Transfers
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c.
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Minimum
Annual Fee:
$5,000
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5. Termination
Fee.
Upon
termination of this Agreement with respect to any Fund, the Administrator shall
also be entitled to be paid a termination fee, at termination, equal to the
compensation paid (or payable to) the Administrator for the two months
immediately prior to such termination. Said termination fee is not a
penalty but an extra fee to compensate the Administrator for its service in
assisting in transferring records and reports and otherwise wrapping up its
services under this Agreement for such Fund. In the event of a
liquidation of any Fund, the Administrator shall also be entitled to be paid, in
lieu of the forgoing termination fee, a liquidation fee equal to the
compensation paid (or payable to) the Administrator for the three months
immediately prior such termination. Said liquidation fee is not a
penalty but an extra fee to compensate the Administrator for its services in
assisting in the winding down and liquidation the Fund. The forgoing
compensation shall be in addition to reimbursing Administrator for its
reasonable out-of-pocket expenses in connection with the Administrator’s
activities in effecting such termination or liquidation, including without
limitation, the cost of delivering to Trust or its designee the Trust’s records
and documents or copies thereof. Administrator shall be paid said
termination fee promptly upon termination of this Agreement and said liquidation
fee promptly upon the liquidation of the Fund.
Acknowledged
and agreed as of the day and year written above.
By: /s/ Xxxxxx X.
Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title: President
and Treasurer, Caritas All-Cap Growth Fund
THE
NOTTINGHAM COMPANY
By: /s/ Xxxxxx X. Lower
Name: Xxxxxx
X. Lower
Title: Vice
President