Exhibit No. EX-99.h.1.


                                     Form of

                  ADMINISTRATION AND FUND ACCOUNTING AGREEMENT


     THIS  AGREEMENT is made as of this ___ day of  ____________,  200_,  by and
between _______ Funds, a ____________ business trust (the "Trust"), and UMB Fund
Services, Inc., a Wisconsin corporation (the "Administrator").

     WHEREAS,  the Trust is an open-end  investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and is authorized to
issue shares of beneficial interests (the "Shares") in separate series with each
such series  representing  interests in a separate  portfolio of securities  and
other assets; and

     WHEREAS,  the Trust and the Administrator desire to enter into an agreement
pursuant  to which  the  Administrator  shall  provide  administration  and fund
accounting services to such investment  portfolios of the Trust as are listed on
Schedule  A hereto  and any  additional  investment  portfolios  the  Trust  and
Administrator  may agree upon and include on Schedule A as such  Schedule may be
amended  from  time to  time  (such  investment  portfolios  and any  additional
investment  portfolios are individually referred to as a "Fund" and collectively
the "Funds").

     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 Trust  hereby  appoints the  Administrator  as  administrator  and fund
accountant  of the  Funds  for the  period  and on the  terms  set forth in this
Agreement.  The Administrator  accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.


2.   Services as Administrator

     (a) Subject to the  direction  and control of the Trust's Board of Trustees
and utilizing information provided by the Trust and its current and prior agents
and service  providers,  the  Administrator  will provide the services listed on
Schedule B hereto.  The duties of the  Administrator  shall be confined to those
expressly  set forth  therein,  and no implied  duties are  assumed by or may be
asserted against the Administrator hereunder.

     (b)  The  Trustees  of  the  Trust  shall  cause  the  officers,  trustees,
investment adviser(s) and sub-advisers,  legal counsel, independent accountants,
transfer  agent,  custodian  and other  service  providers  and agents,  past or
present,  for the Funds to cooperate with the  Administrator  and to provide the
Administrator with such information,  documents and advice relating to the Funds
and  the  Trust  as  necessary  and/or   appropriate  or  as  requested  by  the
Administrator,  in order to enable  the  Administrator  to  perform  its  duties
hereunder.  In connection with its duties  hereunder,  the  Administrator  shall
(without investigation or verification) be entitled and is hereby instructed to,
rely upon any and all instructions, advice, information or documents provided to
the  Administrator by an officer or representative of the Funds or by any of the
aforementioned  persons.  The  Administrator  shall be  entitled  to rely on any
document  that it  reasonably  believes to be genuine and to have been signed or
presented by the proper party.  Fees charged by such persons shall be an expense
of the Trust. The  Administrator  shall not be held to have notice of any change
of  authority of any officer,  agent,  representative  or employee of the Trust,
investment  adviser(s)  or service  provider  until  receipt  of written  notice
thereof from the Trust. As used in this Agreement, the term "investment adviser"
includes all sub-advisers or persons performing similar services.

     (c)  To the  extent  required  by  Rule  31a-3  under  the  1940  Act,  the
Administrator  hereby  agrees that all records  which it maintains for the Trust
pursuant  to its duties  hereunder  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,  and  where  applicable,  the
Administrator  further  agrees to preserve  for the periods  prescribed  by Rule
31a-2  under  the  1940  Act the  records  described  in  Schedule  B which  are
maintained by the Administrator for the Trust.

     (d)  It  is  understood  that  in  determining  security  valuations,   the
Administrator employs one or more pricing services, as directed by the Trust, to
determine  valuations of portfolio  securities for purposes of  calculating  net
asset values of the Trust.  The Trust shall  identify to the  Administrator  the
pricing  service(s)  to be  utilized on behalf of the Trust.  The  Administrator
shall price the  securities  and other  holdings  of the Trust for which  market
quotations  or  prices  are  available  by the use of such  services.  For those
securities where prices are not provided by the pricing  service(s)  utilized by
the  Administrator,  the Trust  shall  approve,  in good  faith,  the method for
determining the fair value of the  securities.  The Trust's  investment  adviser
shall  determine or obtain the valuation of the  securities  in accordance  with
those procedures and shall deliver to the Administrator the resulting prices for
use in its calculation of net asset values.  The  Administrator is authorized to
rely on the prices  provided by such  service(s)  or by the  Trust's  investment
adviser(s) or other authorized representative of the Trust without investigation
or verification.

     (e) The Trust's Board of Trustees and the Funds' investment adviser(s) have
and retain primary  responsibility  for all compliance  matters  relating to the
Funds  including but not limited to  compliance  with the 1940 Act, the Internal
Revenue  Code of 1986,  as amended,  the USA PATRIOT ACT of 2002,  the  Sarbanes
Oxley Act of 2002 and the policies and  limitations of each Fund relating to the
portfolio investments as set forth in the Prospectus and Statement of Additional
Information.  The Administrator's monitoring and other functions hereunder shall
not relieve the Board and the investment  adviser(s) of their primary day-to-day
responsibility for assuring such compliance.

     (f) The Trust hereby certifies that each Fund is lawfully eligible for sale
in each  jurisdiction  indicated  for  such  Fund on the list  furnished  to the
Administrator as of the date of this Agreement.



3.   Fees; Delegation; Expenses

     (a) In consideration of the services  rendered  pursuant to this Agreement,
the Trust will pay the  Administrator a fee,  computed daily and payable monthly
based on monthly net assets,  plus out-of-pocket  expenses,  each as provided in
Schedule C hereto. In addition,  to the extent that the Administrator  corrects,
verifies or addresses any prior actions or inactions by any Fund or by any prior
service  provider,  the  Administrator  shall be entitled to additional  fees as
provided in Schedule C. Fees shall be earned and paid monthly in an amount equal
to at least 1/12th of the  applicable  annual fee.  Basis point fees and minimum
annual  fees apply  separately  to each  Fund,  and  average  net assets are not
aggregated  in  calculating  the  applicable  basis  point  fee per  Fund or the
applicable  minimum.  Fees shall be adjusted in accordance with Schedule C or as
otherwise agreed to by the parties from time to time. The parties may amend this
Agreement to include fees for any  additional  services  requested by the Trust,
enhancements to current  services,  or to add Funds for which the  Administrator
has been retained. The Trust agrees to pay the Administrator's then current rate
for additional  services  provided,  or for  enhancements  to existing  services
currently provided, after the execution of this Agreement.

     (b) For the purpose of determining fees payable to the  Administrator,  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  that 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.

     (c) The  Administrator  will bear all expenses incurred by it in connection
with the  performance  of its  services  under  Section 2,  except as  otherwise
provided herein.  The Administrator  shall not be required to pay or finance any
costs and expenses  incurred in the operation of the Funds,  including,  but not
limited to: taxes; interest; brokerage fees and commissions;  salaries, fees and
expenses of officers  and  Trustees;  Securities  and Exchange  Commission  (the
"Commission")  fees  and  state  Blue  Sky  fees;   advisory  fees;  charges  of
custodians,  transfer agents, dividend disbursing and accounting services agents
and other service  providers;  security pricing  services;  insurance  premiums;
outside  auditing and legal expenses;  costs of organization  and maintenance of
corporate  existence;  taxes  and fees  payable  to  federal,  state  and  other
governmental agencies; preparation,  typesetting, printing, proofing and mailing
of prospectuses,  statements of additional  information,  supplements,  notices,
forms and  applications  and proxy  materials  for  regulatory  purposes and for
distribution  to  current  shareholders;   preparation,  typesetting,  printing,
proofing  and  mailing  and other  costs of  shareholder  reports;  expenses  in
connection  with  the  electronic  transmission  of  documents  and  information
including  electronic  filings with the Commission and the states;  research and
statistical data services; expenses incidental to holding meetings of the Fund's
shareholders and Trustees;  fees and expenses  associated with internet,  e-mail
and other related activities; and extraordinary expenses.  Expenses incurred for
distribution  of shares,  including  the  typesetting,  printing,  proofing  and
mailing of prospectuses for persons who are not shareholders of the Trust,  will
be borne by the Funds' investment adviser, except for such expenses permitted to
be paid by the Trust  under a  distribution  plan  adopted  in  accordance  with
applicable  laws.  The  Administrator  shall not be required to pay any Blue Sky
fees or take any related  Blue Sky actions  unless and until it has received the
amount of such fees from the Trust.

     (d)  Except  as  otherwise  specified,  fees  payable  hereunder  shall  be
calculated in arrears and billed on a monthly basis. The Trust agrees to pay all
fees within thirty days of receipt of each invoice.  The  Administrator  retains
the right to charge  interest  in the amount of 1-1/2  percent  per month on any
amounts that remain unpaid beyond such thirty day period.


4.   Proprietary and Confidential Information

     The  Administrator  agrees on behalf of itself and its  employees  to treat
confidentially and as proprietary  information of the Trust all records relative
to the Funds'  shareholders,  not to use such  records and  information  for any
purpose other than performance of its responsibilities and duties hereunder, and
not to disclose such information  except where the  Administrator may be exposed
to civil or  criminal  proceedings  for  failure to comply,  when  requested  to
divulge such information by duly constituted  authorities or court process, when
subject  to  governmental  or  regulatory  audit  or  investigation,  or when so
requested by the Trust. In case of any requests or demands for inspection of the
records  of the  Funds,  the  Administrator  will  endeavor  to notify the Trust
promptly and to secure  instructions  from a  representative  of the Trust as to
such inspection.  Records and information  which have become known to the public
through no wrongful act of the Administrator or any of its employees,  agents or
representatives,  and  information  which was already in the  possession  of the
Administrator prior to the date hereof, shall not be subject to this paragraph.


5.   Limitation of Liability

     (a) The  Administrator  shall not be liable  for any error of  judgment  or
mistake  of law or for any loss  suffered  by the Funds in  connection  with the
matters to which this  Agreement  relates,  except for a loss resulting from the
Administrator's willful misfeasance,  bad faith or negligence in the performance
of its duties or from  reckless  disregard by it of its  obligations  and duties
under this Agreement. Furthermore, the Administrator shall not be liable for (i)
any action taken or omitted to be taken in  accordance  with or in reliance upon
written or oral instructions,  advice,  data,  documents or information (without
investigation or verification)  received by the Administrator from an officer or
representative  of the Trust,  or from a  representative  of any of the  parties
referenced  in Section 2, (ii) its reliance on the security  valuations  without
investigation  or  verification  provided  by pricing  service(s),  the  Trust's
investment adviser(s) or representatives of the Trust, or (iii) any action taken
or omission by a Fund, the Trust,  investment  adviser(s) or any past or current
service provider.

     (b) The Administrator assumes no responsibility hereunder, and shall not be
liable, for any default, damage, loss of data or documents, errors, delay or any
other loss  whatsoever  caused by events  beyond  its  reasonable  control.  The
Administrator  will,  however,  take all  reasonable  steps to minimize  service
interruptions  for any  period  that  such  interruption  continues  beyond  its
control.

     (c) The Trust agrees to indemnify and hold harmless the Administrator,  its
employees, agents, officers,  directors,  affiliates and nominees (collectively,
the "Indemnified Parties") from and against any and all claims, demands, actions
and suits,  and from and against  any and all  judgments,  liabilities,  losses,
damages,  costs,  charges,  reasonable  counsel fees and other expenses of every
nature  and  character  which  may  be  asserted  against  or  incurred  by  any
Indemnified  Party or for which  any  Indemnified  Party  may be held  liable (a
"Claim")  arising  out of or in any  way  relating  to (i)  the  Administrator's
actions  or  omissions   except  to  the  extent  a  Claim   resulted  from  the
Administrator's willful misfeasance, bad faith, or negligence in the performance
of its duties hereunder or from reckless  disregard by it of its obligations and
duties hereunder; (ii) the Administrator's reliance on, implementation of or use
of (without  investigation  or  verification)  advice,  instructions,  requests,
directions,   information,   data,   records  and  documents   received  by  the
Administrator   from  any  party   referenced  in  Section  2  hereof  or  other
representative  of the Trust,  or (iii) any action  taken by or  omission of the
Trust, investment adviser(s) or any past or current service provider.

     (d) In no event and under no  circumstances  shall the  Administrator,  its
affiliates  or any of its or  their  officers,  directors,  members,  agents  or
employees be liable to anyone, including,  without limitation,  the other party,
under any theory of tort, contract, strict liability or other legal or equitable
theory for lost profits, exemplary, punitive, special, indirect or consequential
damages  for any act or failure  to act under any  provision  of this  Agreement
regardless of whether such damages were  foreseeable  and even if advised of the
possibility  thereof.  The  indemnity and defense  provisions  set forth in this
Section 5 shall  indefinitely  survive the termination and/or assignment of this
Agreement.


6.   Term

     (a) This Agreement shall become  effective with respect to each Fund listed
on Schedule A hereof as of the date this Agreement is executed and, with respect
to each Fund not in existence on that date, on the date an amendment to Schedule
A to this  Agreement  relating to that Fund is executed.  This  Agreement  shall
continue  in effect  with  respect to each Fund  until  terminated  as  provided
herein.  Either  party may  terminate  this  Agreement at any time by giving the
other party a written notice not less than sixty (60) days prior to the date the
termination is to be effective.

     (b) 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 Administrator and the Trust.

     (c) Notwithstanding  anything herein to the contrary,  upon the termination
of this Agreement or the liquidation of a Fund or the Trust,  the  Administrator
shall deliver the records of the Fund(s) and/or Trust as the case may be, in the
form  maintained  by the  Administrator  (to the extent  permitted by applicable
license  agreements)  to the Trust or person(s)  designated  by the Trust at the
Trust's  cost and expense,  and  thereafter  the Trust or its designee  shall be
solely  responsible  for preserving the records for the periods  required by all
applicable laws,  rules and regulations.  The Trust shall be responsible for all
expenses  associated with the movement (or duplication) of records and materials
and  conversion  thereof  to a  successor  fund  accounting  and  administrative
services  agent,  including all  reasonable  trailing  expenses  incurred by the
Administrator.  In addition,  in the event of termination of this Agreement,  or
the  proposed  liquidation  or merger of the Trust or a  Fund(s),  and the Trust
requests  the  Administrator  to  provide  additional   services  in  connection
therewith, the Administrator shall provide such services and be entitled to such
compensation as the parties may mutually agree.

     (d) Notwithstanding any other provision of this Agreement,  in the event of
an  agreement  to enter  into a  transaction  that  would  result in a Change of
Control,  as hereinafter  defined, of the Trust's investment adviser or sponsor,
the Trust's ability to terminate this Agreement pursuant to this Section 6 shall
be suspended  from the time of such agreement  until  eighteen  months after the
Change of Control. For purposes of this Agreement,  a "Change of Control" of the
investment  adviser or sponsor  means a change in  ownership  or control of more
than fifty percent (50%) of the common stock or shares of beneficial interest of
such investment adviser or sponsor or its parent company.


7.   Non-Exclusivity

     The services of the  Administrator  rendered to the Trust are not deemed to
be exclusive.  The Administrator may render such services and any other services
to others,  including other investment companies. The Trust recognizes that from
time to time directors, officers and employees of the Administrator may serve as
trustees,  directors,  officers and employees of other entities (including other
investment  companies),  and that the  Administrator or its affiliates may enter
into other agreements with such other entities.


8.   Governing Law; Invalidity

     This Agreement  shall be governed by Wisconsin  law,  excluding the laws on
conflicts  of laws.  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 1940 Act, the latter shall  control,  and nothing herein shall
be construed in a manner  inconsistent with the 1940 Act or any rule or order of
the  Commission  thereunder.  Any  provision  of  this  Agreement  which  may 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   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other  jurisdiction.  In such case,  the parties  shall in good faith  modify or
substitute such provision consistent with the original intent of the parties.


9.   Notices

     Any notice  required or  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 the Administrator shall be sent to UMB Fund Services,  Inc.,
803 West Michigan Street,  Suite A, Milwaukee,  WI, 53233,  Attention:  Peter J.
Hammond,  with a copy to General Counsel,  and notice to the Trust shall be sent
to  ________  Funds,  _____________________________________________,  Attention:
President.


10.  Entire Agreement

     This Agreement,  together with the Schedules  attached hereto,  constitutes
the entire Agreement of the parties hereto.


11.  Trust Limitations

     This  Agreement  is executed by the Trust with respect to each of the Funds
and the obligations hereunder are not binding upon any of the Trustees, officers
or shareholders of the Trust  individually but are binding only upon the Fund to
which such  obligations  pertain and the assets and  property of such Fund.  All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis,  and the assets of one Fund shall not be liable  for the  obligations  of
another Fund.  The Fund's  Declaration of Trust is on file with the Secretary of
State of _____________.

12.  Miscellaneous

     (a) 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.  The facsimile signature of
any party to this Agreement  shall  constitute  the valid and binding  execution
hereof by such party.

     (b) The Trust  hereby  grants to the  Administrator  the  limited  power of
attorney on behalf of the Funds to sign Blue Sky forms and related  documents in
connection with the performance of its obligations under this Agreement.

     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.


                                ________ FUNDS
                                (the "Trust")

                                By:____________________________________________
                                         President


                                UMB FUND SERVICES, INC.
                                ("Administrator")


                                By:____________________________________________
                                         Executive Vice President





                                   Schedule A
                                     to the
                  Administration and Fund Accounting Agreement
                                 by and between
                                 ________ Funds
                                       and
                             UMB Fund Services, Inc.


                                  Name of Funds










                                   Schedule B
                                     to the
                  Administration and Fund Accounting Agreement
                                 by and between
                                 ________ Funds
                                       and
                             UMB Fund Services, Inc.



                                    SERVICES


Subject to the  direction  and  control of the  Trust's  Board of  Trustees  and
utilizing  information  provided by the Trust and its agents,  the Administrator
will:

o    provide office space, facilities,  equipment and personnel to carry out its
     services hereunder;

o    compile data for and prepare  with  respect to the Funds timely  Notices to
     the  Commission  required  pursuant  to Rule  24f-2  under the 1940 Act and
     Semi-Annual Reports on Form N-SAR;

o    prepare  and  review the  financial  statement  for the  Funds'  Annual and
     Semi-Annual   Reports   included  in  Form  N-CSR  as  required  under  the
     Sarbanes-Oxley  Act; assist in compiling  exhibits and disclosures for Form
     N-CSR as requested by the Adviser;

o    assist in the  preparation  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
     the  review  and  approval  of  the  Trust  and  the  Trust's   independent
     accountants;

o    prepare the financial  statements  for the Annual and  Semi-Annual  Reports
     required  pursuant  to  Section  30(d)  under the 1940 Act,  subject to the
     review and approval of the Trust and the Trust's independent accountants;

o    provide  financial and Fund  performance  information  for inclusion in the
     Registration  Statement  for the  Trust  (on Form  N-1A or any  replacement
     therefor)  and any  amendments  thereto,  subject  to the  review  of Trust
     counsel;

o    determine and periodically  monitor each Fund's income and expense accruals
     and cause all  appropriate  expenses to be paid from Trust assets on proper
     authorization from the Trust;

o    calculate  income  factors  and daily net asset  values of each Fund (i) in
     accordance  with  the  Trust's  operating  documents  as  provided  to  the
     Administrator, and (ii) based on security valuations provided by the Trust,
     the Trust's investment adviser, and pricing service(s), as provided herein;

o    maintain all general ledger accounts and related subledgers;

o    assist in the acquisition of the Trust's fidelity bond required by the 1940
     Act,  monitor  the  amount  of the bond and make the  necessary  Commission
     filings related thereto;

o    from time to time as the Administrator deems appropriate, check each Fund's
     compliance  with the policies and  limitations of each Fund relating to the
     portfolio  investments  as set forth in the  Prospectus  and  Statement  of
     Additional  Information  and  monitor  each  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);

o    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 1940 Act;

o    prepare and file state securities  qualification/notice compliance filings,
     with the advice of the Trust's legal counsel,  upon and in accordance  with
     instructions from the Trust,  which instructions will include the states to
     qualify in, the amounts of Shares to initially and subsequently qualify and
     the warning threshold to be maintained;

o    develop  with legal  counsel and the  secretary  of the Trust an agenda for
     each board meeting and, if requested by the Trustees, attend board meetings
     and prepare minutes;

o    prepare Form 1099s for Trustees and other fund vendors;

o    calculate  dividend and capital gains  distributions  subject to review and
     approval by the Trust and its independent accountants; and

o    generally  assist in the  Trust's  administrative  operations  as  mutually
     agreed to by the parties.

The duties of the  Administrator  shall be confined to those expressly set forth
herein,  and no implied  duties are  assumed by or may be  asserted  against the
Administrator hereunder. These services do not include correcting,  verifying or
addressing  any prior  actions or inactions by any Fund or by any prior  service
provider.  To the extent the  Administrator  agrees to take such actions,  those
actions taken shall be deemed part of the Schedule B.








                                   Schedule C
                                     to the
                  Administration and Fund Accounting Agreement
                                 by and between
                                 ________ Funds
                                       and
                             UMB Fund Services, Inc.




[TO BE PROVIDED]