<PAGE> 1
INVESTMENT ADVISORY AGREEMENT
OPTIMUM INVESTMENT ADVISORS, L.P., a registered investment adviser (the
"Adviser"), a limited partnership organized under the laws of the State of
Illinois and having its principal office and place of business in Chicago,
Illinois (the "Adviser"), and UNIVERSAL CAPITAL INVESTMENT TRUST, a
Massachusetts business trust registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act") and having its
principal office and place of business in Chicago, Illinois (the "Trust"),
hereby agree as follows:
1. APPOINTMENT OF ADVISER.
(a) Initial Fund. The Trust appoints the Adviser to act as manager and
investment adviser to Universal Capital Growth Fund (the "Fund"), a
series of the Trust, for the period and on the terms herein set forth.
The Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
(b) Additional Funds. If the Trust establishes one or more series of
shares other than the Fund with respect to which it wishes to retain
the Adviser to render management and investment advisory services
hereunder, it shall notify the Adviser in writing, indicating the
advisory fee which will be payable with respect to the additional
series of shares. If the Adviser is willing to render such services,
it shall notify the Trust in writing, whereupon such series of shares
shall become a Fund hereunder.
2. DUTIES OF ADVISER.
The Adviser, at its own expense, shall furnish the following services and
facilities to the Trust:
(a) Investment Program. The Adviser will (i) furnish continuously an
investment program of the Fund, (ii) determine (subject to the overall
supervision and review of the Board of Trustees of the Trust (the
"Trustees")) what investments shall be purchased, held, sold or
exchanged by the Fund and what portion, if any, of the assets of the
Fund shall be held uninvested, and (iii) make changes on behalf of the
Trust in the investments of the Fund. The Adviser will also manage,
supervise and conduct the other affairs and business of the Trust and
the Fund and matters incidental thereto, subject always to the control
of the Trustees and to the provisions of the Declaration of Trust and
Bylaws and the 1940 Act.
<PAGE> 2
(b) Office Space and Facilities. The Adviser shall furnish the Trust
office space in the offices of the Adviser, or in such other place or
places as may be agreed upon from time to time, and all necessary
office facilities, simple business equipment, supplies, utilities, and
telephone service for managing the affairs and investments of the
Trust. These services are exclusive of the necessary services and
records of any dividend disbursing agent, transfer agent, registrar,
custodian or fund accounting agent.
(c) Personnel. The Adviser shall provide all necessary executive and
clerical personnel for administering the affairs of the Trust and
shall compensate the Trustees and all personnel and officers of the
Trust if such persons are also employees of the Adviser or its
affiliates, except as provided in Paragraph 3(g) hereof.
(d) Portfolio Transactions. The Adviser shall place all orders for the
purchase and sale of portfolio securities for the account of the Fund
with brokers or dealers selected by the Adviser, although the Fund
will pay the actual brokerage commissions on portfolio transactions in
accordance with Paragraph 3(d). In executing portfolio transactions
and selecting brokers or dealers, the Adviser will use its best
efforts to seek on behalf of the Trust or the Fund the best overall
terms available for any transaction. The Adviser shall consider all
factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness
of the commission, if any (for the specific transaction and on a
continuing basis).
To the extent contemplated by the Trust's registration statement
under the 1933 Act, in evaluating the best overall terms available,
and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Fund and/or other
accounts over which the Adviser or an affiliate of the Adviser
exercises investment discretion. Consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. and
subject to seeking the most favorable combination of net price and
execution available, the Adviser may consider sales of shares of a
Fund as a factor in the selection of broker-dealers to execute
portfolio transactions for the Fund. The Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only
if, the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of that
particular transaction or in terms of all of the accounts over which
investment discretion is so exercised.
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<PAGE> 3
The Adviser (or an affiliate of the Adviser) may act as broker
for Trust in connection with the purchase or sale of securities by or
to Trust if and to the extent permitted by procedures adopted from
time to time by the Trustees. Such brokerage services are not within
the scope of the duties of the Adviser under this agreement, and,
within the limits permitted by law and the Trustees, the Adviser (or
an affiliate of the Adviser) may receive brokerage commissions, fees
or other remuneration from Trust for such services in addition to its
fee for services as Adviser.
(e) Other Services. Within the limits permitted by law, the Adviser
may receive compensation from the Trust for other services performed
by it for the Trust which are not within the scope of the duties of
the Adviser under this agreement.
3. ALLOCATION OF EXPENSES.
Except for the services and facilities to be provided by the Adviser as set
forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all
other Trust operations and activities and shall reimburse the Adviser for any
such expenses incurred by the Adviser. The expenses to be borne by the Trust
shall include, without limitation:
(a) the charges and expenses of any registrar, stock transfer or
dividend disbursing agent, custodian or depository appointed by the
Trust for the safekeeping of its cash, portfolio securities and other
property or agent performing fund accounting services;
(b) payments under the Trust's distribution plan or plans adopted
pursuant to rule 12b-1 under the 1940 Act;
(c) the charges and expenses of independent auditors;
(d) brokerage commissions and any other costs incurred for
transactions in the portfolio securities of the Trust;
(e) all taxes, including issuance and transfer taxes, and corporate
fees payable by the Trust to Federal, state or other governmental
agencies;
(f) the cost of stock certificates (if any) representing shares of the
Trust;
(g) expenses involved in registering and maintaining registrations of
the Trust and of its shares with the Securities and Exchange
Commission and various states and other jurisdictions, including
reimbursements of actual expenses incurred by the Adviser in
performing such functions for the Trust and including compensation of
employees of the Adviser in proportion to the time spent on such
matters;
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<PAGE> 4
(h) all expenses of shareholders' and Trustees' meetings, including
meetings of committees and of preparing, printing and mailing proxy
statements, quarterly reports, semi-annual reports, annual reports and
other communications to shareholders (but not expenses of printing and
mailing any such documents used for promotional purposes);
(i) all expenses of preparing and setting in type prospectuses, and
expenses of printing and mailing the same to shareholders (but not
expenses of printing and mailing of prospectuses and literature used
for promotional purposes);
(j) compensation and travel expenses of Trustees who are not
"interested persons" within the meaning of the 1940 Act;
(k) the expense of furnishing, or causing to be furnished, to each
shareholder a statement of the shareholder's account, including the
expense of mailing;
(l) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services
rendered in connection with the Trust's corporate and financial
structure and relations with its shareholders, issuance of Trust
shares and registration and qualification of securities under Federal,
state and other laws;
(m) the expenses of attendance at professional meetings of
organizations such as the Investment Company Institute by the Trustees
and officers of the Trust, and the membership or association dues of
such organizations;
(n) the cost and expense of maintaining the books and records of the
Trust, including general ledger accounting;
(o) the expense of obtaining and maintaining insurance including a
fidelity bond as required by Section 17(g) of the 1940 Act;
(p) interest payable on Trust borrowings; and
(q) postage.
4. ADVISORY FEE.
(a) For the services and facilities to be provided to the Fund by the
Adviser as provided in Paragraph 2 hereof, the Trust shall pay the
Adviser a monthly fee with respect to the Fund as soon as practical
after the last day of each calendar month, which fee shall be paid at
the rate set forth below based upon the Monthly Average
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<PAGE> 5
Net Assets (as defined in subparagraph (c) below) of the Fund for such
calendar month:
ADVISORY FEE SCHEDULE
<TABLE>
<CAPTION>
Monthly Average Monthly
Net Assets Fee Rate
--------------- -------------
<S> <C>
Up to and including $250 million 1/12 of 1.00%
Over $250 million 1/12 of .75%
</TABLE>
(b) In the case of termination of this Agreement during any calendar
month, the fee for that month shall be reduced proportionately based
upon the number of calendar days during which it is in effect and the
fee shall be computed upon the average net assets of the Fund for the
business days during which it is so in effect.
(c) The "Monthly Average Net Assets" of the Fund for any calendar
month shall be equal to the quotient produced by dividing (i) the sum
of the net assets of the Fund, determined in accordance with
procedures established from time to time by or under the direction of
the Trustees in accordance with the Agreement and Declaration of Trust
of the Trust, as of the close of business on each day during such
month that the Fund was open for business, by (ii) the number of such
days.
5. EXPENSE LIMITATION.
The Adviser agrees that for any fiscal year of the Trust during which the
total of all expenses of the Fund (including investment advisory fees under this
agreement, but excluding interest, portfolio brokerage commissions and expenses,
taxes and extraordinary items) exceeds the lowest expense limitation imposed in
any state in which the Fund is then making sales of its shares or in which its
shares are then qualified for sale, the Adviser will reimburse the Fund for such
expenses not otherwise excluded from reimbursement by this Paragraph 5 to the
extent that they exceed such expense limitation.
6. TRUST TRANSACTIONS.
The Adviser agrees that neither it nor any of its officers or directors
will take any long or short position in the shares of the Trust; provided,
however, that such prohibition:
(a) shall not prevent the Adviser from purchasing shares of the Trust
if orders to purchase such shares are placed upon the receipt by the
Adviser of purchase orders for such shares and are not in excess of
such purchase orders received by the Adviser; and
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<PAGE> 6
(b) shall not prevent the purchase of shares of the Trust by any of
the persons above described for their account and for investment.
7. RELATIONS WITH TRUST.
Subject to and in accordance with the Agreement and Declaration of Trust
and Bylaws of the Trust and the Articles of Incorporation and Bylaws of the
Adviser, respectively, it is understood that the Trustees, officers, agents and
shareholders of the Trust are or may be interested in the Adviser (or any
successor thereof) as directors, officers, or otherwise, that directors,
officers, agents and shareholders of the Adviser are or may be interested in the
Trust as Trustees, officers, shareholders or otherwise, and that the effect of
any such adverse interests shall be governed by the Agreement and Declaration of
Trust, Articles of Incorporation and Bylaws.
8. LIABILITY OF ADVISER AND OFFICERS AND TRUSTEES OF THE TRUST
No provision of this Agreement shall be deemed to protect the Adviser
against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement. Nor shall any provision hereof be
deemed to protect any Trustee or officer of the Trust against any such liability
to which he might otherwise be subject by reason of any willful misfeasance, bad
faith, gross negligence or reckless disregard of his obligations and duties. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise the remainder of this Agreement shall not
be affected thereby.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective on the date
hereof. Unless terminated as herein provided, this Agreement shall
remain in full force and effect until March 31, 2001 and shall
continue in full force and effect for successive periods of one year
thereafter so long as such continuance is approved at least annually
(i) by either the Trustees or by vote of a majority of the outstanding
voting shares (as defined in the 1940 Act) of the Fund, and (ii) in
either event by the vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the
1940 Act) of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
Any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the 1940 Act) of the Fund shall
be effective to continue this Agreement notwithstanding that this
Agreement has not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be
required by any other applicable law or otherwise.
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<PAGE> 7
(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Trustees or by vote of a
majority of the outstanding shares (as defined in the 1940 Act) of the
Fund, or by the Adviser on sixty (60) days' written notice to the
other party.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment.
10. SERVICES NOT EXCLUSIVE.
The services of the Adviser to the Trust hereunder are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
11. LIMITATION OF LIABILITY.
The obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust,
personally, but shall bind only the assets and property of the Trust as provided
in the Agreement and Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees and shareholders
of the Trust and signed by an authorized officer of the Trust, acting as such,
and neither such authorization by the Trustees and shareholders 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, but
shall bind only the assets and property of the Trust as provided in its
Declaration of Trust.
IN WITNESS WHEREOF, this Investment Advisory Agreement has been executed
for the Adviser and the Trust by their duly authorized officers, as of the 17th
day of August, 2000.
OPTIMUM INVESTMENT ADVISORS, L.P.
By: _____________________________________
UNIVERSAL CAPITAL INVESTMENT TRUST
By: _____________________________________
Andrew J. Goodwin, President
7
<PAGE> 8
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of August, 2000, by and between
Optimum Investment Advisors, L.P., an Illinois limited partnership (the
"Adviser"), and Sunstone Financial Group, Inc., a Wisconsin corporation
("Sunstone").
WHEREAS, Universal Capital Investment Trust, a Massachusetts business trust
(the "Trust") is an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "Act") currently consisting of one
investment portfolio: the Universal Capital Growth Fund (the "Fund");
WHEREAS, pursuant to an Investment Advisory Agreement, the Adviser serves
as the manager and investment adviser for the Fund;
WHEREAS, pursuant to the Investment Advisory Agreement, the Adviser, at its
own expense, furnishes the following services and facilities to the Trust: The
Adviser (i) furnishes continuously an investment program of the Fund, (ii)
determines (subject to the overall supervision and review of the Board of
Trustees of the Trust (the "Trustees")) what investments shall be purchased,
held, sold or exchanged by the Fund and what portion, if any, of the assets of
the Fund shall be held uninvested, and (iii) makes changes on behalf of the
Trust in the investments of the Fund. The Adviser also manages, supervises, and
conducts the other affairs and business of the Trust and the Fund and matters
incidental thereto, subject always to the control of the Trustees and to the
provisions of the Declaration of Trust and Bylaws and the Act. The Adviser
furnishes the Trust office space in the offices of the Adviser, or in such other
place or places as may be agreed upon from time to time, and all necessary
office facilities, simple business equipment, supplies, utilities, and telephone
service for managing the affairs and investments of the Trust. These services
are exclusive of the necessary services and records of any dividend disbursing
agent, transfer agent, registrar, custodian or fund accounting agent; and
WHEREAS, the Adviser and Sunstone desire to enter into an agreement
pursuant to which Sunstone shall provide on behalf of the Adviser certain
administration services for the Fund.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT
The Adviser hereby appoints Sunstone as administrator for the Fund for the
period and on the terms set forth in this Agreement. Sunstone accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
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<PAGE> 9
2. SERVICES AS ADMINISTRATOR
(a) Subject to the direction and control of the Adviser and utilizing
information provided or caused to be provided by the Adviser and its agents,
Sunstone will: (1) provide office space, facilities, equipment and personnel to
carry out its services hereunder; (2) compile data for, prepare and file with
respect to the Fund Notices to the Securities and Exchange Commission (the
"Commission") required pursuant to Rule 24f-2 under the Act and Semi-Annual
Reports on Form N-SAR; (3) prepare for execution by the Trust and file all
federal income and excise tax returns and state income tax returns (and such
other required tax filings as may be agreed to by the parties) other than those
required to be made by the Trust's custodian or transfer agent, subject to
review and approval of the Trust and the Trust's independent accountants; (4)
prepare the financial statements for the Annual and Semi-Annual Reports required
pursuant to Section 30(d) under the Act; (5) prepare, with the assistance of the
Trust's legal counsel, the Registration Statement for the Trust (on Form N-1A or
any replacement therefor) and any amendments thereto; (6) determine and
periodically monitor the Fund's expense accruals and cause all appropriate
expenses to be paid from Trust assets on proper authorization from the Trust;
(7) monitor the amount of the Trust's fidelity bond required by the Act and make
the necessary Commission filings related thereto; (8) from time to time as
Sunstone deems appropriate, check the Fund's compliance with the policies and
limitations of the Fund relating to the portfolio investments as set forth in
the Prospectus and Statement of Additional Information and monitor the Fund's
status as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (but these functions shall not relieve the
Trust's investment adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance); (9) maintain, and/or coordinate
with the other service providers the maintenance of, the accounts, books and
other documents required pursuant to Rule 31a-1(a) and (b) under the Act; (10)
prepare and/or file all documents to be filed with states to register and
maintain the Fund's securities registration, including, without limitation,
sales reports, updated prospectuses, Form U-1s; (11) develop with legal counsel
and the secretary of the Trust, and the Adviser, an agenda for each board
meeting and, if requested by the Trustees, attend board meetings and prepare
minutes; (12) coordinate the preparation of other matters required to be
reported to the board, including, without limitation, details of Rule 12b-1
payments, code of ethics compliance and broker commissions; (13) prepare
Form 1099s for trustees and other fund vendors; (14) calculate dividend and
capital gains distributions, subject to review and approval by the Trust and its
independent accountants; and (15) generally assist in the Trust's administrative
operations as mutually agreed to by the parties. The duties of Sunstone shall be
confined to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against Sunstone hereunder.
(b) The Adviser shall cause the officers, adviser, legal counsel,
independent accountants and custodian for the Fund to cooperate with Sunstone
and to provide Sunstone, upon request, with such information, documents and
advice relating to the Fund and the Trust as is within the possession or
knowledge of such persons, in order to enable Sunstone to perform its duties
hereunder. In connection with its duties hereunder, Sunstone shall be entitled
to rely, and shall be held harmless by the Adviser when acting in reliance, upon
the instruction, advice, information or any documents relating to the Fund
provided to Sunstone by a representative of the Adviser or the Trust or by any
of the aforementioned persons. Fees charged by such persons shall be an expense
of the Adviser. Sunstone shall be entitled to rely on any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper party. Sunstone shall not be held to have notice of any
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<PAGE> 10
change of authority of any officer, agent, representative or employee of the
Adviser or the Trust until receipt of written notice thereof from the Adviser or
the Trust.
(c) In compliance with the requirements of Rule 31a-3 under the Act,
Sunstone hereby agrees that all records which it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. Subject to the terms of Section 6,
Sunstone further agrees to preserve for the periods prescribed by Rule 31a-2
under the Act the records described in (a) above which are maintained by
Sunstone on behalf of the Trust.
(d) The Trust's Board of Trustees and the Adviser have and retain primary
responsibility for all compliance matters relating to the Fund including but not
limited to compliance with the Act, the Internal Revenue Code of 1986, as
amended, and the policies and limitations of the Fund relating to the portfolio
investments as set forth in the Trust's Registration Statement, as may be
amended from time to time.
3. FEES; DELEGATION; EXPENSES
(a) In consideration of the services rendered pursuant to this Agreement,
the Adviser will pay Sunstone a fee, computed daily and payable monthly, as
provided in Schedule A hereto, plus out-of-pocket expenses. Out-of-pocket
expenses include, but are not limited to, travel, lodging and meals in
connection with travel on behalf of the Adviser or the Trust, programming and
related expenses (previously incurred or to be incurred by Sunstone) in
connection with providing electronic transmission of data between Sunstone and
the Fund's other service providers, brokers, dealers and depositories, fees and
expenses of pricing services, and photocopying, postage and overnight delivery
expenses.
(b) For the purpose of determining fees payable to Sunstone, net asset
value shall be computed in accordance with the Trust's Prospectuses and
resolutions of the Trust's Board of Trustees. The fee for the period from the
day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Trust be
liquidated, merged with or acquired by another fund or investment company, any
accrued fees shall be immediately payable.
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<PAGE> 11
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
Sunstone agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Fund and prior, present or potential shareholders of the Trust (and
clients of said shareholders), and not to use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Adviser, which
approval may not be withheld where Sunstone may be exposed to civil or criminal
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, when subject to governmental or regulatory audit
or investigation, or when so requested by the Trust or the Adviser. Records and
information which has become known to the public through no wrongful act of
Sunstone or any of its employees, agents or representatives shall not be subject
to this paragraph.
5. REPRESENTATIONS
The Adviser represents (i) that it is empowered under applicable laws, its
Partnership Agreement, and all other relevant documents and agreements, to enter
into and perform this Agreement, (ii) that all requisite proceedings have been
taken by it and the Trust to authorize it to enter into and perform this
Agreement.
6. LIMITATION OF LIABILITY
(a) Sunstone shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Furthermore, Sunstone shall not be liable for any action taken or
omitted to be taken in accordance with instructions received by Sunstone or from
an officer or representative of the Trust or the Adviser or any of those persons
identified in Section 2(b).
(b) Sunstone assumes no responsibility hereunder, and shall not be liable,
for any damage, loss of data, errors, delay or any other loss whatsoever caused
by events beyond its reasonable control. Sunstone will, however, take all
reasonable steps to minimize service interruptions for any period that such
interruption continues beyond Sunstone's control.
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<PAGE> 12
7. TERM
(a) This Agreement shall become effective as of the date hereof and, unless
terminated as provided herein, shall continue in effect until July 31, 2001.
Thereafter, if not terminated as provided herein, this Agreement shall continue
automatically in for successive annual periods.
(b) This Agreement may be terminated without penalty (i) upon mutual
consent of the parties, or (ii) by either party upon not less than sixty (60)
days' written notice to the other party (which notice may be waived by the party
entitled to the notice). This Agreement shall also terminate immediately upon
the termination of the Interim Investment Advisory Agreement between the Adviser
and the Trust, unless the Interim Investment Advisory Agreement is immediately
succeeded by a new Investment Advisory Agreement between the Adviser and the
Trust, in which case, this Agreement shall terminate immediately upon the
termination of the new Investment Advisory Agreement. The terms of this
Agreement shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by the parties. This
Agreement shall not be assignable by either party without the written consent of
the other party except that Sunstone may assign this Agreement to an affiliate
with advance written notice to the Adviser.
(c) Notwithstanding anything herein to the contrary, upon the termination
of this Agreement or the liquidation of the Trust, Sunstone shall deliver the
records of the Trust to the Adviser or person(s) designated by the Adviser and
thereafter the Adviser or its designee shall be solely responsible for
preserving the records for the periods required by all applicable laws, rules
and regulations. In addition, in the event of termination of this Agreement, or
the proposed liquidation or merger of the Trust, and the Adviser requests
Sunstone to provide services in connection therewith, Sunstone shall provide
such services and be entitled to such compensation as the parties may mutually
agree.
8. NON-EXCLUSIVITY
The services of Sunstone hereunder are not deemed to be exclusive. Sunstone
may render such services and any other services to others, including other
advisers, administrators and investment companies. The Adviser recognizes that
from time to time directors, officers and employees of Sunstone may serve as
trustees, directors, officers and employees of other entities (including other
investment companies), that such other entities may include the name of Sunstone
as part of their name and that Sunstone or its affiliates may enter into
administration or other agreements with such other entities.
9. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law. To the extent that the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control,
and nothing herein shall be construed in a manner inconsistent with the Act or
any rule or order of the Commission thereunder. Any provision of this Agreement
which may
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<PAGE> 13
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
10. NOTICES
Any notice required or to be permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows: Notice to Sunstone shall be sent to Sunstone Financial Group, Inc., 207
East Buffalo Street, Suite 400, Milwaukee, WI, 53202, Attention Miriam M.
Allison, and notice to the Adviser shall be sent to Optimum Investment Advisors,
L.P., 100 South Wacker Drive, Suite 2100, Chicago, Illinois 60606-4002,
Attention: Andrew J. Goodwin III.
11. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
OPTIMUM INVESTMENT ADVISORS, L.P.
(the "Adviser")
By:__________________________________________
President
SUNSTONE FINANCIAL GROUP, INC.
("Sunstone")
By:__________________________________________
President
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<PAGE> 14
SCHEDULE A
TO THE
ADMINISTRATION AGREEMENT
BY AND BETWEEN
OPTIMUM INVESTMENT ADVISERS, L.P.
AND
SUNSTONE FINANCIAL GROUP, INC.
<TABLE>
<CAPTION>
MINIMUM
NAME OF FUND AVERAGE NET ASSETS ANNUAL FEES ANNUAL
------------ ------------------ ----------- -------
<S> <C> <C> <C>
Universal Capital
Growth Fund Up to $50 Million 17.0 basis points ******
Over $50 Million to $100 Million 10.0 basis points
Over $100 Million 5.0 basis points
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The annual fees are subject to an annual minimum fee of $45,000. The minimum
annual fee is subject to an automatic annual escalation of 5% beginning at the
end of the third year of this Agreement and each year thereafter. Sunstone will
notify the Adviser of each such escalation but no amendment of this Schedule A
shall be required. The Adviser shall pay/reimburse Sunstone's out-of-pocket
expenses as described in the Agreement. The foregoing fee schedule assumes a
single class of shares for the Fund. If additional investment portfolios or
classes are added, the terms, services and fees will be separately negotiated.
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