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EXHIBIT 99.B(9)(a)
ADMINISTRATION AGREEMENT
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This Agreement, dated as of the 20th day of January, 1995, made by and
between THE XXXXXXXX FAMILY OF FUNDS, an Ohio Business Trust (the "Trust")
operating as a registered investment company under the Investment Company Act of
1940, as amended (the "Act"), duly organized and existing under the laws of the
State of Ohio and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Declaration of Trust ("Trust
Instrument") to issue separate series of shares representing interests in
separate investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto, and which Schedule "C" may be amended from time to
time by mutual agreement of the Trust and Fund/Plan; and
WHEREAS, the Parties desire to enter into an agreement whereby
Fund/Plan will provide certain administration services to each of the Series on
the terms and conditions set forth in this Agreement; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such administrative services under the terms and conditions set forth below; and
WHEREAS, the Trust on behalf of each of the Series, will provide
certain information concerning the Series to Fund/Plan as set forth below;
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. APPOINTMENT The Trust hereby appoints Fund/Plan as
administrator to each Series of the Trust and Fund/Plan hereby accepts such
appointment. Also, the Trust agrees to appoint Fund/Plan as administrator to any
additional series which, from time to time may be added to the Trust, upon
amendment of Schedule "C" attached hereto.
SECTION 2. CONVERSION The Trust shall promptly turn over to Fund/Plan
such of the Series' accounts and records previously maintained by or for it as
are requested by Fund/Plan to perform its functions under this Agreement. The
Trust authorizes Fund/Plan to rely on such accounts and records turned over to
it and hereby indemnifies and holds Fund/Plan, its successors and assigns,
harmless of and from any and all expenses demands and losses
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whatsoever arising out of or in connection with any error, omission, inaccuracy
or other deficiency of such accounts and records.
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accountants
and Records delivered to Fund/Plan, to the extent such matters are disclosed to
Fund/Plan or are discovered by it and are relevant to its performance of its
functions under this Agreement; however, Fund/Plan expressly makes no warranty
or representation that any error, omission or deficiency can be satisfactorily
corrected. The Trust shall provide Fund/Plan with such assistance as it may
reasonably request in connection with its efforts to correct such matters. The
Trust agrees to pay Fund/Plan on a current and ongoing basis for its reasonable
time and costs expended on the correction of such matters at an hourly rate of
$50.00, said payment to be in addition to the fees and charges agreed to for the
normal services rendered under this Agreement.
SECTION 3. DUTIES AND OBLIGATIONS OF FUND/PLAN
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees of the Trust, Fund/Plan shall
provide to each of the Series all administrative services as set forth in
Schedule "A" attached hereto and incorporated by reference into this Agreement.
In addition to the obligations set forth in Schedule "A", Fund/Plan shall (i)
provide its own office space, facilities and equipment and personnel for the
performance of its duties under this Agreement; and (ii) take all actions it
deems necessary to properly execute administration services on behalf of the
Series.
(b) So that Fund/Plan may perform its duties under the terms of this
Agreement, the Board of Trustees of the Trust shall direct the officers,
investment adviser, distributor, legal counsel, independent accountants and
custodian of the Trust to cooperate fully with Fund/Plan and to provide such
information, documents and advice relating to the Series as is within the
possession or knowledge of such persons provided that no such person need
provide any information to Fund/Plan if to do so would result in the loss of any
privilege or confidential treatment with respect to such information. In
connection with its duties, Fund/Plan shall be entitled to rely, and shall be
held harmless by the Trust when acting in reasonable reliance upon the
instruction, advice or any documents relating to the Series as provided by the
Trust to Fund/Plan by any of the aforementioned persons. All fees charged
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by any such persons shall be deemed an expense of the Trust.
(c) Any activities performed by Fund/Plan under this Agreement shall
conform to the requirements of:
(1) the provisions of the Act, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and of any rules or
regulations in force thereunder;
(2) any other applicable provision of state and federal law,
including any applicable state blue sky law;
(3) the provisions of the Trust Instrument and By-Laws of the
Trust as amended from time to time;
(4) any policies and determinations of the Board of Trustees
of the Trust; and
(5) the fundamental and other policies of the Series as
reflected in the Trust's registration statement under the Act.
Fund/Plan agrees that all records that it maintains for the Trust are
the property of the Trust and will be surrendered promptly to the Trust upon
written request. Fund/Plan will preserve, for the periods prescribed under Rule
31a-2 under the Act, all such records required to be maintained under Rule 31a-1
of the Act.
(d) Nothing in this Agreement shall prevent Fund/Plan or any officer
thereof from acting as administrator for or with any other person, firm or
corporation. While the administrative services supplied to the Trust may be
different than those supplied to other persons, firms or corporations, Fund/Plan
shall provide the Trust equitable treatment in supplying services. The Trust
recognizes that it will not receive preferential treatment from Fund/Plan as
compared with the treatment provided to other Fund/Plan clients. Fund/Plan
agrees to maintain the records and all other information of the Trust in a
confidential manner and shall not use such information for any purpose other
than the performance of Fund/Plan's duties under this Agreement.
SECTION 4. ALLOCATION OF EXPENSES All costs and expenses of the Trust
shall be paid by the Trust including, but not limited to:
(a) fees paid to an investment adviser ("Adviser");
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(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not
affiliated persons of the Adviser;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing
agent, fees and expenses;
(h) fees and expenses incident to the registration of the
shares of the Trust under Federal or state securities
laws;
(i) expenses related to preparing, setting in type, printing
and mailing prospectuses, statements of additional
information, reports and notices and proxy material to
shareholders of the Trust;
(j) all expenses incidental to holding meetings of
shareholders and Trustees of the Trust;
(k) such extraordinary expenses as may arise, including
litigation, affecting the Trust and the legal
obligations which the Trust may have regarding
indemnification of its officers and trustees; and
(l) fees and out-of-pocket expenses paid on behalf of the
Trust by Fund/Plan.
SECTION 5. COMPENSATION OF FUND/PLAN The Trust agrees to pay Fund/Plan
compensation for its services and to reimburse it for expenses, at the rates and
amounts as set forth in Schedule "B" attached hereto, and as shall be set forth
in any amendments to such Schedule "B" approved by the Trust and Fund/Plan. The
Trust agrees and understands that Fund/Plan's compensation be comprised of two
components, payable on a monthly basis, as follows:
(i) A combined asset-based fee subject to a minimum amount that the
Trust hereby authorizes Fund/Plan to collect by debiting the Trust's custody
account for invoices which are rendered for the services performed. The invoices
for the services performed will be sent to the Trust after such debiting with
the indication that payment has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by Fund/Plan on
behalf of the Trust, which out-of-pocket expenses will be billed to the Trust
within the first ten calendar days of the month following the month in which
such out-of-pocket expenses were incurred. The Trust agrees to reimburse
Fund/Plan for such expenses within ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value a
of Series' net
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assets shall be computed at the times and in the manner specified
in the Series' Prospectus and Statement of Additional Information then in
effect.
During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to Schedule "A" and Schedule "B", as necessary, specifying the
additional services and corresponding compensation shall be executed by both
Fund/Plan and the Trust.
SECTION 6. DURATION
(a) The initial term of this Agreement shall be for a period commencing
on the date of this Agreement and ending on a date two (2) years following the
Exchange Date of the reorganization described in the Agreement and Plan of
Reorganization and Liquidation between the Trust and The Advisors' Inner Circle
Fund ("Initial Term").
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for the Initial Term of this Agreement. Thereafter, the fee schedule will be
subject to review and adjustment, not to exceed 10% of those fees set forth in
Schedule "B."
(c) For any period after the Initial Term of this Agreement, the Trust
or Fund/Plan may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
which date shall not be less than one hundred eighty (180) days after the date
of giving notice. Upon the effective termination date, the Trust shall pay to
Fund/Plan such compensation as may be due as of the date of termination and
shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) This Agreement also may be terminated at any time for "cause,"
after the giving of not less than sixty (60) days' notice.
For purposes of this Agreement, "Cause" shall mean (a) willful
misfeasance, bad faith, negligence or reckless disregard on the part of the
party to be terminated with respect to its obligations and duties set forth
herein; (b) the commencement of a judicial, regulatory or administrative
proceeding by either state or federal authorities in which criminal, illegal or
unethical behavior in the conduct of its business has been alleged against the
party to be terminated; (c) financial difficulties on the part of the party to
be terminated which is evidenced by the authorization or commencement of, or
involvement by way of pleading,
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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; (d) any assignment (as that term is defined in the 0000
Xxx) of this Agreement by Fund/Plan, including any direct or indirect transfer
or hypothecation of a controlling block of Fund/Plan's voting securities by a
security holder thereof, shall permit the Trust to terminate for cause; or (e)
any circumstance which substantially impairs the performance of the obligations
and duties of the party to be terminated, or the ability to perform those
obligations and duties, as contemplated herein.
(e) If a successor to any of Fund/Plan's duties or responsibilities
under this Agreement is designated by the Trust by written notice to Fund/Plan
in connection with the termination of this Agreement, Fund/Plan shall promptly
upon such termination and at the expense of the Trust, transfer all records and
shall cooperate in the transfer of such duties and responsibilities.
SECTION 7. AMENDMENT No provision of this Agreement may be amended or
modified, in any manner except by a written agreement properly authorized and
executed by Fund/Plan and the Trust.
SECTION 8. APPLICABLE LAW This Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania and the venue of any action arising under
this Agreement shall be Xxxxxxxxxx County, Commonwealth of Pennsylvania.
SECTION 9. LIMITATION OF LIABILITY
(a) The Trust is a business trust organized under Chapter 1746, Ohio
Revised Code, and under its Trust Instrument, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of Ohio
as required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "The Xxxxxxxx Family of Funds" entered into in the
name or on behalf thereof by any of the Trustees, officers, employees or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, officers, employees, agents or shareholders of the Trust
personally, but bind only the assets of the Trust, as set forth in Section
1746.13(A), Ohio Revised Code, and all persons dealing with any of the Series
of the Trust must look solely to the assets of the
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Trust belonging to such Series for the enforcement of any claims against the
Trust.
(b) Fund/Plan, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of this
Agreement that result from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of Fund/Plan in the performance of its
obligations and duties under this Agreement.
(c) Any person, even though a director, officer, employee, shareholder
or agent of Fund/Plan, who may be or become an officer, trustee, employee or
agent of the Trust, shall be deemed when rendering services to such entity or
acting on any business of such entity (other than services or business in
connection with Fund/Plan's duties under the Agreement), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee, shareholder or agent of, or under the control or direction of
Fund/Plan even though such person may receive compensation from Fund/Plan.
(d) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of (i) any action taken or
omitted to be taken by Fund/Plan in good faith, (ii) any action taken or omitted
to be taken by Fund/Plan in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably believed by
Fund/Plan to be genuine and to be signed, countersigned or executed by any duly
authorized person, upon the oral instructions or written instruction of an
authorized person of the Trust or upon the opinion of legal counsel for the
Trust; or (iii) any action taken in good faith or omitted to be taken by
Fund/Plan in connection with its appointment in reliance upon any law, act,
regulation or interpretation of the same even though the same may thereafter
have been altered, changed, amended or repealed. Indemnification under this
subparagraph shall not apply, however, to actions or omissions of Fund/Plan or
its directors, officers, employees, shareholders or agents in cases of its or
their willful misfeasance, bad faith, gross negligence or reckless disregard of
its or their duties hereunder.
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(e) Fund/Plan shall give written notice to the Trust within thirty (30)
business days of receipt by Fund/Plan of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising under this Section or otherwise, unless such failure
prejudices the Trust.
(f) For any legal proceeding giving rise to this indemnification, the
Trust shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it
gives written notice to Fund/Plan within thirty (30) business days of receiving
notice of such claim. Notwithstanding the foregoing, Fund/Plan may participate
in the litigation at its own expense through counsel of its own choosing. If
the Trust does choose to defend or prosecute such claim, then the parties shall
cooperate in the defense or prosecution thereof and shall furnish such records
and other information as are reasonably necessary.
(g) The terms of this Section 9 shall survive the termination of this
Agreement.
SECTION 10. NOTICES Except as otherwise provided in this Agreement, 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 Trust: If to Fund/Plan:
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The Xxxxxxxx Family of Funds Fund/Plan Services, Inc.
0000 Xxxxxxx Xxxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Attention: Xxxxxxx X. Xxxxx,
President President
SECTION 11. SEVERABILITY If any part, term or provision of this
Agreement is held by any court to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be considered
severable and not affected, and the rights and obligations of the parties shall
be construed and enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
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SECTION 12. SECTION HEADINGS Section and Paragraph headings are for
convenience only and shall not be construed as part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of eight typewritten pages, together with Schedules "A", "B" and "C",
to be signed by their duly authorized officers as of the day and year first
above written.
The Xxxxxxxx Family of Funds Fund/Plan Services, Inc.
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By: Xxxxx X. Xxxxxxxx, President By: Xxxxxxx X. Xxxxx, President
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AMENDMENT TO ADMINISTRATION AGREEMENT
This AGREEMENT, dated as of the 1st day of January, 1997, made by and
between Fairport Funds (formerly known as The Xxxxxxxx Family of Funds), a
business trust (the "Trust") operating as an open-end management investment
company registered under the Investment Company Act of 1940, as amended, duly
organized and existing under the laws of the State of Ohio and FPS Services,
Inc. ("FPS") (formerly known as Fund/Plan Services, Inc.), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and FPS entered into an Administration Agreement
dated January 20, 1995, wherein FPS agreed to provide certain administrative
services to the Trust (the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement to reflect (i) the
respective change in names of the Parties; (ii) amendments to the services and
fees as set forth on the attached Schedules "A" and "B" respectively of the
Agreement; and (iii) the respective change of the names of the Trust's separate
series of shares as set forth on the attached Schedule "C."
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. That Schedule "A" of the Agreement be replaced in its entirety with
Schedule "A" attached hereto;
2. That Schedule "B" of the Agreement be replaced in its entirety with
Schedule "B" attached hereto; and
3. That Schedule "C" of the Agreement be replaced in its entirety with
Schedule "C" attached hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedules "X," "X" and "C,"
to be signed by their duly authorized officers as of the day and year first
above written.
Fairport Funds FPS Services, Inc.
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Xxxxx X. Xxxxxxxx, Chairman Xxxxxxx X. Xxxxx, President
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Page 1
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SCHEDULE "A"
DATED JANUARY 1, 1997
FUND ADMINISTRATION SERVICES
FOR
FAIRPORT FUNDS
I. REGULATORY COMPLIANCE
A. Compliance - Investment Company Act of 1940, as amended
1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts
d. distribution (12b-1) plans
e administration contracts
f. accounting contracts
g. custody administration contracts
h. transfer agent and shareholder services
2. Filings.
a. N-SAR (semi-annual report)
b. N-1A (prospectus), post-effective amendments and
supplements ("stickers")
c. 24f-2 indefinite registration of shares
d. filing fidelity bond under 17g-1
e. filing shareholder reports under 30b2-1
3. Annual up-dates of biographical information
and questionnaires for Trustees and Officers
B. Compliance - State "Blue Sky"
1. Blue Sky (state registration)
a. registration of shares
b. registration of issuer/dealer/agent (no loads)
c. monitor of sale shares [over/under]
d. report shares sold
e. filing of required prospectus and reports to
states
II. Corporate Business and Shareholder/Public Information
A. Trustees/Management
1. Preparation of meetings
a. agendas - all necessary items of compliance
b. arrange and conduct meetings
c. prepare minutes of meetings
d. keep attendance records
e. maintain corporate records/minute book
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule A, Part 1
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B. Coordinate Proposals
1. Printers
2. Auditors
3. Literature fulfillment
4. Insurance
C. Maintain Corporate Calendars and Files
1. General
2. Blue sky
D. Release Corporate Information
1. To shareholders
2. To financial and general press
3. To industry publications
a. distributions (dividends and capital gains)
b. tax information
c. changes to prospectus
d. letters from management
e. funds' performance
4. Respond to:
a. financial press
b. miscellaneous shareholders inquiries
c. industry questionnaires
E. Communications to Shareholders
1. Coordinate printing and distribution of annual, semi-
annual and prospectuses.
III. FINANCIAL AND MANAGEMENT REPORTING
A. Income and Expenses
1. Monitoring of expense accruals, expense payments and
expense caps
2. Approve and coordinate payment of expenses
3. Establish Funds' operating expense checking account and
perform monthly reconciliation of checking account
4. Calculation of advisory fee, 12b-1 fee and reimbursements
to fund, (if applicable)
5. Authorize the recording and amortization of organizational
costs and pre-paid expenses (supplied by advisor), for
start-up funds and reorganizations
6. Calculation of average net assets
7. Expense ratios calculated
B. Distributions to Shareholders
1. Calculations of dividends and capital gain distributions
(in conjunction with the fund and their auditors)
a. compliance with income tax provisions
b. compliance with excise tax provisions
c. compliance with Investment Company Act of 1940
2. Book/Tax identification and adjustments at required
distribution periods (in conjunction with the fund and
their auditors)
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule A, Page 2
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C. Financial Reporting
1. Liaison between fund management, independent auditors and
printers for semi-annual and annual shareholder reports
2. Preparation of semi-annual and annual reports to
shareholders
3. Preparation of semi-annual and annual NSAR's (Financial
Data)
4. Preparation of Financial Statements for required SEC Pos
Effective filings (if applicable)
5. Preparation of required performance graph (annually)
(based on advisor supplied indices)
D. Subchapter M Compliance (monthly)
1. Asset diversification test
2. Short/short test
E. Other Financial Analyses
1. Upon request from fund management, other budgeting and
analyses can be constructed to meet a fund's specific
needs (additional fees may apply)
2. Sales information, portfolio turnover (monthly)
3. Work closely with independent auditors on return of
capital presentation, excise tax calculation
4. Performance (total return) calculation (monthly)
5. 1099 Miscellaneous - prepared and filed for Directors/
Trustees (annual)
6. Analysis of interest derived from various Government
obligations (annual) (if interest income was distributed
in a calendar year)
7. Review and characterize 1099-Dividend Forms
8. Prepare and coordinate with printer and FPS Services
Account Management the printing and mailing of 1099-
Dividend Insert Cards
F. Review and Monitoring Functions (monthly)
1. Review expense and reclassification entries to ensure
proper update
2. Perform various reviews to ensure accuracy of Accounting
(the monthly expense analysis) and Custody (review of
daily bank statements to ensure accurate money movement
for expense payments)
3. Review accruals and expenditures (where applicable)
G. Preparation and distribution of monthly operational reports to
management by 10th business day
1. Management Statistics (Recap)
a. portfolio summary
b. book gains/losses/per share
c. net income, book income/per share
d. capital stock activity
e. distributions
2. Performance Analysis
a. total return
b. monthly, quarterly, year to date, average annual
3. Expense Analysis
a. schedule
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule A, Page 3
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b. summary of due to/from advisor
c. expenses paid
d. expense cap
e. accrual monitoring
f. advisory fee
4. Short-Short Analysis
a. short-short income
x. xxxxx income (components)
5. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
6. Asset Diversification Test
x. xxxxx assets
b. non-qualifying assets
7. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment
H. Provide rating agencies statistical data as requested (monthly/
quarterly)
I. Standard schedules for Board Package (Quarterly)
1. Activity Summary (III-G-7 from above)
2. Expense analysis
3. Other schedules can be provided (additional fees may
apply)
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule A, Page 4
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SCHEDULE "B"
DATED JANUARY 1, 1997
ADMINISTRATION SERVICES FEE SCHEDULE
FOR
FAIRPORT FUNDS
This Fee Schedule is fixed for a period of two years from January
1, 1997 and shall not increase greater than 10% during the one
year period beginning January 1, 1999.
I. BASE FEE FOR SINGLE CLASS OF SHARES (calculated using average monthly total
net assets and payable monthly)
Subject to the minimum annual fee of $55,000 for the first series, $12,000
for each additional domestic series, the asset based administration fees
shall be calculated at:
.0015 On the First $50 Million of Total Average Net Assets .0010 On the
Next $50 Million of Total Average Net Assets; and .0005 Of Total Average
Net Assets in Excess of $100 Million of Average Net Assets
II. OUT OF POCKET EXPENSES:
The Trust will reimburse FPS monthly for all reasonable out-of-pocket
expenses, including telephone, postage (including overnight services),
overdraft charges, XXXXX filings, telecommunications (fax etc.), special
reports, record retention, transportation costs as incurred and copying and
sending materials to auditors and/or regulatory agencies as incurred and
approved.
III. OTHER SERVICES NOT COVERED BY THIS AGREEMENT
Activities of a non-recurring nature, including but not limited to, fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies, are not included
herein, and will be quoted separately. To the extent the Trust should
decide to issue multiple/separate classes of shares, additional fees may
apply. Any additional/enhanced services or reports will be quoted upon
request.
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule B
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SCHEDULE "C"
JANUARY 1, 1997
Identification of Series
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Below are listed the "Series" to which services under this Agreement are to be
performed as of the execution date of this Agreement:
Fairport Funds
1. Fairport Midwest Growth Fund
2. Fairport Growth and Income Fund
3. Fairport Government Securities Fund
This Schedule "C" may be amended from time to time by agreement of the Parties.
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Amendment to Administration Services Agreement between Fairport Funds
and FPS Services, Inc.
Schedule C
