Fund Accounting
And Compliance Administration
Agreement
This Fund Accounting And Compliance Administration Agreement ("Agreement"),
made and entered into this 7th day of May, 2003, by and between the CM Advisers
Family of Funds, 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 may be agreed upon