Exhibit (h)(3)
MONARCH FUNDS
SHAREHOLDER SERVICE AGREEMENT
as Amended September 1, 2000
SECTION 1. APPOINTMENT
In consideration of the services provided by Forum Administrative
Services, LLC ("Forum") to the Trust as described herein, Monarch Funds (the
"Trust") hereby appoints Forum as agent to perform the services for the period
and on the terms set forth in this Agreement. Forum accepts such appointment and
agrees to furnish the services described herein, in return for the compensation
specified in Section 3 of this Agreement. Forum agrees to comply with all
relevant provisions of the Investment Company Act of 1940, as amended (the
"Act"), and the Securities Exchange Act of 1934, as amended, and applicable
rules and regulations thereunder in performing the services described herein.
SECTION 2. SERVICE ACTIVITIES
Forum shall perform, or arrange for the performance of certain
activities relating to the servicing and maintenance of shareholder accounts not
otherwise provided by the Trust's transfer agent ("Shareholder Servicing
Activities") of each class of shares listed in Appendix A hereto (each, a Share
Class") of the various series of the trust (each, a "Fund"). Shareholder
Servicing Activities include (i) answering shareholder inquiries regarding the
manner in which purchases, exchanges and redemptions of shares of the Trust may
be effected and other matters pertaining to the Trust's services; (ii) providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records; (iii) assisting shareholders in arranging for processing
purchase, exchange and redemption transactions; (iv) arranging for the wiring of
funds; (v) guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts; (vi)
integrating periodic statements with other shareholder transactions; and (vii)
providing such other related services as the shareholder may request.
SECTION 3. COMPENSATION
As compensation for Forum's Shareholder Servicing Activities with
respect to Institutional Shares, Investor Shares and Service Shareseach Share
Class, the Trust shall pay Forum a fee at an annual rate of 0.20%, 0.20% and
0.25%, respectively of the average daily net assets attributable to that Share
Class (the "Payments"). The Payments shall be accrued daily and paid monthly or
at such other interval as the Trust's Board of Trustees ("Board") shall
determine. A Share Class shall not directly or indirectly pay any amounts,
whether Payments or otherwise, that exceed any applicable limits imposed by law
or the National Association of Securities Dealers, Inc. The Trust hereby grants
and transfers to Forum a general lien and security interest in any and all
securities and other assets of a Fund now or hereafter maintained in an account
at the Fund's custodian on behalf of the Fund, limited to the amount of any
liability, to secure any amounts owed Forum by the Fund under this Agreement.
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SECTION 4. SERVICE AGREEMENTS
Forum is authorized to enter into shareholder service agreements
("Servicing Agreements") pursuant to which financial institutions or other
persons who service shareholder accounts ("Service Providers") would perform
Shareholder Servicing Activities, Forum may pay any or all amounts of the
Payments to the service providers for any service activity described in Section
2. To the extent practicable, each Agreement shall contain a representation by
the Service Provider that any compensation payable to the Service Provider in
connection with the investment in a Share Class of the assets of its customers
(i) will be disclosed by the Service Provider to its customers if required by
law, (ii) will be authorized by its customers if customer authorization is
required, and (iii) will not result in an excessive fee to the Service Provider.
SECTION 5. DURATION; TERMINATION AND AMENDMENT
With respect to each Share Class:
(a) This Agreement shall remain in effect for a period of one year from
the date of its effectiveness, unless earlier terminated in accordance with this
Section, and thereafter shall continue in effect for successive annual periods,
provided that such continuance is specifically approved at least annually by the
Board and a majority of the Trustees who are not interested persons of the Trust
(the "Disinterested Trustees").
(b) This Agreement may be terminated without penalty at any time (i) by
a vote of a majority of the Board and a majority of the Disinterested Trustees
or (ii) by Forum.
(c) Any amendment to this Agreement shall be effective only upon the
approval of the Board and a majority of the Disinterested Trustees.
SECTION 6. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
the Forum's rights or claims relate in settlement of such rights or claims, and
not to the Trustees of the Trust or the shareholders of the Funds.
SECTION 7. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of any Fund or Share Class thereby affected.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be 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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(c) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(d) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
(f) The term "interested person" shall have the meaning ascribed
thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day first above written.
MONARCH FUNDS
Maurice J. DeWald
Trustee
FORUM ADMINISTRATIVE SERVICES, LLC
David I. Goldstein
Director
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MONARCH FUNDS
SHAREHOLDER SERVICE AGREEMENT
APPENDIX A
Fund Share Class
Treasury Fund Institutional Shares
Investor Shares
Service Shares
Government Cash Fund Institutional Shares
Investor Shares
Service Shares
Cash Fund Institutional Shares
Investor Shares
Service Shares
