Fund Accounting
And Compliance Administration
Agreement
This Fund Accounting And Compliance Administration Agreement ("Agreement"),
made and entered into this 20th day of June, 2003, by and between the PMFM
Investment Trust, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-ended management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
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;
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth; and
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. Retention of the Administrator. The Trust hereby retains and
appoints the Administrator to act as the administrator to provide
or procure certain administrative and other services with respect
to the funds 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 hereby accepts such appointment and agrees to render
the services herein set forth under the terms and conditions of
this Agreement.
2. 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 Funds 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.
3. Allocation of Charges and Expenses.
a. 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, Administrator will also provide the items which
it is obligated to provide under this Agreement. In
addition, 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 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.
b. The Trust. The Trust assumes and will pay, or cause to be
paid, all other expenses of the Trust and the Funds not
otherwise allocated in this Agreement, including, without
limitation, the following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to
portfolio transaction of the Funds;
(iv) Interest charges, fees and expenses of the custodian
of the Funds' portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing
and transfer agent(s);
(vi) Administrative expenses (including, without
limitation, any fees, expenses and reimbursements
payable to the Administrator under this Agreement) ;
(vii) Auditing and legal expenses of the Trust and the
Funds;
(viii) Cost of maintenance of the Trust's (including the
Funds') existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing
registration of the Funds' shares under Federal and
state securities laws;
(xii) Costs of preparing (including typesetting), printing
and mailing reports, prospectuses, statements of
additional information, proxy solicitation material
and notices to existing shareholders;
(xiii) Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xiv) Investment advisory fees payable to each Funds'
investment advisor;
(xv) Litigation and other extraordinary or nonrecurring
expenses involving the Trust or the Funds;
(xvi) Any actual out-of-pocket expenses of the
Administrator as provided in this Agreement and as